• Published 3rd Jul 2016
  • 8,276 Views, 987 Comments

Spider in Equestria - DarkSpider



I just buy a mask and sword from some cloaked weirdo, and now I'm in a world of humanoid ponies in Equestria. Oh, and I have powers that are identical to Spider-Man. Well, this is my life now

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61. Wolves In Sheep's Clothing

Kaito stared at the rustic buildings of the village, carefully taking in everything around them. Letting out a sigh, he turned towards his two companions. “So what do you two know about this place anyway?” He asked, smiling at them. “The place has a huge castle, so the town must have some interesting history right?”

“It's the home to the Elements of Harmony for one.” Valor answered, the pegasus crossing her arms as she looked around. “That castle at the edge of the town belongs to Princess Twilight.”

Garm hummed, scratching his chin. “From what I’ve heard this place seems to be a magnet for trouble.”

Valor nodded. “This place has suffered attacks ranging from rampaging deities like Nightmare Moon and Discord, all the way to monsters that wandered too far from the forest like Ursas, "Plunder Vines", and a Bugbear, just to name a few.”

“A pack of dogs also caused trouble for the ponies here too,” Garm added with a frown. “Rover and his ilk made it a habit to kidnap the citizens of this town every once in a while to make them work on the abandoned mines. They were convinced that our people’s sacred treasure was something that you can just dig up.”

Valor raised an eyebrow. “The Diamond Dog pack in the Rambling Rock Ridge? I thought you said you came from the Rambling Rock?”

He nodded. “I do, but the Rambling Rock Ridge was split into three territories a long time ago over conflicting ideas regarding our treasure.”

“I wasn’t aware there was more than one pack of dogs on that mountain.” Valor commented.

“Not surprising. Ponies don’t know much about our kind,” He said, stopping for a second to fix the barrel on his back. “Dogs like Rover tend to make ponies think we’re all a bunch of savages. Doesn’t help we all prefer to live underground.”

“That’s cool,” Kaito said, not even looking at the two as his eyes stared off in the distance.

The two turned to look at each other before turning back towards Kaito. Noticing the lack of attention he was giving them, Valor cleared her throat. “Kaito are you alright? You seem distracted.”

“Yeah, usually you’d be pretty interested when we talk about things like this.”

Kaito sighed, shaking his head. “Sorry guys, just a lot on my mind right now.” He said, scratching his head, glancing at Garm, he gave him an apologetic frown. “Sorry Garm, but I don’t think I’ll be able to help you fish.”

The two raised an eyebrow at the sudden shift in priorities. Valor narrowed her eyes a bit. “Does this have to do with your senses going off at the train station?” She asked. Besides her, Garm’s ears perked up.

Kaito stood silent for a few seconds before nodding. “It does,” He sighed. “Though right now I don’t think I can share my thoughts just yet, since all I have are suspicions, and I don’t want to alarm you guys or end up sounding crazy without gathering some evidence first.”

Valor frowned. “Kaito, we’re a team. Aren’t you the one who’s always going off about the power of teamwork and always sticking together?”

Kaito sighed, crossing his arms. “Well, you have a point, but what about Garm?” He asked, causing the dog to tilt his head. “Don’t you need some help in fishing up those rings?”

The dog shook his head. “I’ve done this all by myself before, and the monsters of the forest aren’t all that tough.”

“Well if you’re sure then,” Kaito began, giving them a small shrug. “Valor, since you want to help, you’re going to help me investigate this town. Garm, be careful out there alright? And the moment things go wrong, please call us. I’ll fill you in once we all meet up at the train station in...” He quickly took out his phone, pressing the on button to check on the time. “I’d say in around three to four hours?” Seeing the two nod, he smiled, pocketing the phone. “Great, now let’s go!”

With the trio splitting into two groups, Kaito and Valor began walking deeper into the town while Garm walked off towards the Everfree. After a minute of silence, Kaito spoke up. “Hey Valor, can you remind me about something?”

“Umm, sure?” The pegasus answered, tilting her head.

“What was it that the warden called me again?” He asked. “He called me by the Spider’s real name, do you remember it?”

The pegasus’ eyes widened, thinking back, she tried recalling the name. “It was… Lieutenant Bark? Barker?” She answered with a frown, shaking her head she tried again. “No that’s not it… It was Dark, Lieutenant Dark!”

Kaito smiled, agreeing with her answer. “I thought so. Keep your eyes peeled and pay careful attention to what the ponies around us are saying. Because if what I sensed back there is right, I’m pretty sure that this town is where the Spider lives.”

“What makes you say that?” Valor asked, tilting her head.

“Back in the train station, when my spider-sense went off, I could feel like it was trying to tell me something,” He frowned, trying to find the best way to explain his thoughts. “I felt something on that train. It wasn’t going to attack me, but I could feel like there was someone or something just like me in there.”

“And you think it's the Spider?”

Kaito nodded, keeping his eye fixed on the street ahead of him. “What else could it be really? I didn’t want to say anything yet though, I had no evidence and I didn’t want you guys thinking I was being paranoid or crazy.”

Valor snorted. “It's a bit late for that.” She couldn’t help but smile at her partner’s annoyed glare. “But even though we know you’re a bit crazy, we still trust you. You should’ve said something earlier, we would’ve been willing to hear you out.”

The disguised human sighed, raising his arm to scratch the top of his head. “Well, I guess you’re right, I should have more faith in you guys.”

“Well, of course, you have to follow your advice too you know.” Valor nodded, patting him on the back. “So, what are we going to do if it turns out the Spider does live here anyway?” She asked, causing Kaito to look back at her. “Are we going to sell the information to Kingpin? I’m sure he’d be willing to pay a lot of money for it.”

“Right now I’m not sure. I’m mostly just doing this to satisfy my curiosity.” Kaito admitted with a shrug. “I’ll figure something out later. Though selling it does sound like a good idea.” He then hummed, narrowing his eyes at some of the ponies. “If the Spider lives here, then it would only make sense that he has some friends right? Why don’t we try asking around?”

Valor furrowed her brow, “Won’t that clue him in that someone was looking for him?”

“Not if we’re careful.” He answered with a shrug. “Remember, according to the warden, he’s a member of the Royal Guards. If anyone asks, we can say that we met or heard of him in the guards before. It wouldn’t be too far-fetched, you were a member of the guard before after all.”

“If you say so.” She sighed, following him to the town’s market place.

“Say, what are the Elements of Harmony anyways?” Kaito asked, while politely greeting the ponies around him.

Valor hummed in thought. “Well, the elements are six supernatural gemstones, each gemstone reflecting a certain aspect of friendship. There’s Honestly, Loyalty, Kindness, Laughter, Generosity, and Magic.”

Kaito frowned, his face scrunching up. “I have many questions about this, first off what does Magic have to do with friendship? And I’m assuming these elements must be important right?”

Valor nodded. “They’re extremely important. With all six of them, Princess Twilight and her friends were all able to defeat many villains in the past, usually by either stripping them of their power, or turning them into stone.” She then frowned as she thought about his first question. “I’m not sure what magic has to do with friendship either.”

“That doesn’t sound good,” He commented, frowning in worry. “What are the chances of those elements being used on us?”

“I’d say none.” Valor answered, smiling at his surprised look. “The elements were returned to their proper place. No idea where, but we won’t have to worry about them.”

“You sure? Couldn’t they just take back the elements at any time?”

“Well I’m sure they could,” She admitted, “But lately the bearers have been making it a habit of not using them. I’m pretty sure the whole Tirek fiasco could’ve been handled much faster if they only thought to bring them back out.”

“Can the elements work with just anyone using them?”

The pegasus shook her head. “From what I’ve heard, it seems like the elements have to choose you.”

He pouted, letting out a sigh in disappointment. “Well so much for taking the elements for ourselves. What about the bearers themselves?”

Valor hummed. “I suppose it is a possibility that they could try to stop us, but they’re just civilians. They may be heroes, but none of them have any formal training, really the only ones who would give us trouble is Princess Twilight Sparkle and Rainbow Dash.”

He raised an eyebrow. “I understand why the princess would give us trouble, but why Rainbow Dash?”

“She’s a member of the Wonderbolts, which is a part of Equestria’s military, so she’ll be more dangerous compared to the others.” She explained. “She’s also the fastest pegasus in Equestria.”

“How fast?”

“She can break the sound barrier on command.” Valor replied, smirking at his shocked expression.

Kaito groaned, facepalming. “Great, the heroes have a speedster.” He glanced back at her. “So any recent news about this town that can help with the investigation?”

Valor tapped her chin. “Well, there were these rumors about demons attacking Ponyville a while back and a pony made of clouds stopping them.” She then snorted and shook her head. “It's likely just some nonsense, or some crazy exaggeration.”

He gave her a worried look. “Are demons something that plague Equestria often?”

The pegasus shook her head, letting out a small chuckle. “Demons are just a myth. Nopony’s ever seen one, so they’re about as real as the Tooth Breezie. Not to mention that the only creature that inhabits Tartarus is Cerberus.” She then frowned. “At least I think so.”

“Tartarus?!” Kaito hissed, his eyes wide. “You mean the underworld Tartarus? The place where all souls go to be judged and punished for their crimes?” He asked, his face slowly becoming pale.

Valor raised an eyebrow at the odd description. “Uhh… No? I mean, that sounds pretty different from the Tartarus I know. Tartarus is the ultimate prison, only the worst of the worst get sent there, and it's completely inescapable.” She said with a hint of pride, before letting out a long sigh. “At least it was before Tirek escaped. The worst part about it was that he’d been out of his cell for about a year before anyone noticed. Luckily he’s been caught, and the princesses did mention that we wouldn’t have to worry about him anymore.”

“Well if it wasn’t demons that attacked Ponyville… what if it was a human?” Valor turned towards him with a confused expression. “Just think about it, humans aren’t exactly common here, maybe it was a few humans causing trouble? It could be possible that the Spider may have had something to do with it too.” He reasoned, giving her a small shrug at the end.

Valor shook her head. “I don’t think so, there never were any reports of the Spider being here.”

Kaito then pointed at the buildings around them. “Well the buildings are rather small, especially compared to the ones in Manehattan. Maybe that's why there weren’t any reports of him being around?”

She shrugged. “I suppose. But we won’t know for sure until we get started with this investigation.”

He nodded. “Right.”


Spotting the large crystal-like castle in front of her, Rainbow Dash stopped, flapping her wings rapidly as she tried to slow down her speed enough to land safely. Touching the ground in front of the castle, she let out a relieved sigh.

"Wonder if he figured out that homing thing," she muttered to herself as she entered the castle and headed to Dark's room, occasionally cloud dashing. When she arrived at the room and entered it, she saw Shoto resting on Dark's bed but no sign of the Displaced. Sighing to herself, she exited the room and went to the library.

Right as she arrived at the room, Spike was just exiting it.

Spotting the pegasus, Spike quickly took a step back to avoid bumping into her. “Hey Rainbow,” He greeted, waving his claw at her. “What are you doing here?”

"Hey Spike," the Conduit replied with a wave. "Just looking for Tito. Have you seen him?"

Spike nodded. “Yeah, he left a little while ago with Twilight. I think they were going to Canterlot.” He then shrugged. “Princess Celestia called them up, not sure why though.”

Rainbow groaned. "Seriously?"

He nodded. “Sorry Rainbow. I’m sure he’ll be back later today.”

The pegasus sighed. "Yeah. Thanks anyway, Spike." With that, she cloud dashed out of the castle. As she reformed, she placed her hands in her jacket pockets. "What to do…" she muttered to herself as she spread her wings and flew to town.

Soaring above the small town, Rainbow Dash stared at the scenery below her, taking in every sight and detail as she flew past it. Blinking, she slowed down when she spotted someone waving at her. Focusing on the small orange figure, she recognized Scootaloo waving at her, behind her was Applebloom and Sweetie Belle. Flying towards them, she smiled at the three and waved.

The small orange pegasus ran up to Rainbow, a large smile on her face. “Hey Rainbow Dash!”

Rainbow chuckled. "Hey, Scoots. How are ya?"

“I’m great!” Scootaloo cried, her large smile never leaving her face. “Just been practicing some new tricks on my scooter.” She boasted, leaning against the scooter, missing the eye rolls from her two friends.

Rainbow smirked. "Really? You should show them to me later."

“Really?!” Scootaloo yelled, her eyes wide in excitement. Realizing how excited she sounded, she let out a cough and nodded. “Yeah alright, sounds cool.”

Applebloom cleared her throat, making Scootaloo turn around. “Hey, Scoots! Did ya forget about something?” She asked, crossing her arms.

The orange filly raised an eyebrow. “Forget about what?”

“The donut sale!” Sweetie Belle cried out. “We’re gonna miss the sale!”

Rainbow Dash tilted her head. “Sale?”

Scootaloo’s eyes widened as she smacked her forehead. “I forgot about that!” Turning towards her hero, she began explaining it to her. “Sugarcube Corner is having a huge sale on donuts! And we’re gonna miss it!” Putting on her helmet, she turned towards the direction of the bakery, remembering about her hero, she turned back nervously. “Would you like to come with us?”

Rainbow shrugged. "Sure. Not like I have anything else planned for the day, since Tito is apparently in Canterlot again."

Scootaloo smiled widely as her small wings buzzed in excitement. “Really? Great!” Not wanting to waste another second, the fillies rushed to Sugarcube Corner, the conduit right behind them.


Throwing open the door to the bakery, the three fillies jumped into the building. Not wasting any time, the fillies rushed towards the counter, and slammed their hands onto the counter, startling the blue baker at the other side of it.

Applebloom placed a small bag of bits onto the counter and smiled. “One box of donuts please!”

“Oh! Can we have one with chocolate on it?” Scootaloo asked.

“I want one of those jelly-filled ones!” Sweetie added, nearly jumping in place from excitement.

Mrs. Cake gave the fillies an apologetic smile. “I’m sorry girls, but we’re all sold out now.”

Just as Rainbow walked through the door, she immediately flinched when she heard the three fillies cry out in despair. Covering her ears, she waited until the girls stopped their screaming. Once the yelling stopped, she walked closer to the counter. “Uhh, what happened?”

“We got here too late!” Scootaloo cried out.

“We missed the sale!” Sweetie added, her shoulders drooping.

“If only somepony didn’t get distracted, we wouldn’t have missed the sale!” Applebloom said, glaring at the orange pegasus.

“How is that my fault?” She glared back.

As the two began to argue, Rainbow Dash couldn’t help but wince at the volume of their yelling. Just as she was about to step in, a pony behind her spoke up. “Uhh… is everything okay?” A tan furred earth pony asked, causing her to turn around. The pony had a dark brown mane and wore a beige-colored trench coat. The pony’s eyes were slightly narrowed and were brown.

Shaking her head, she brought her hand up in an apologetic gesture. “Sorry about this. They don’t mean to cause a scene, usually, they’re just upset about the sale being over.”

“I see…” The earth pony hummed, tilting his head as he watched two of the fillies fight. Reaching into his bag, he pulled out a large white box that had a large cupcake sticker. “If you’d like, I wouldn’t mind parting with some of the donuts I bought.” He offered with a smile. Applebloom and Scootaloo immediately stopped arguing, turning their full attention towards the new pony.

“Seriously?” Rainbow asked, surprised.

“Sure!” He said, opening the box to reveal the dozen donuts inside. “Even if I do share these, there would still be enough for me and my friends.”

“Really?! Thank you so much, mister!” The three filles yelled, rushing towards the open box and each grabbing a single donut.

The stallion then offered one to Rainbow Dash, briefly surprising her. The pegasus smiled and plucked one from the box. “Thanks.” She said, taking a bite from the donut.

The stallion nodded, closing the box and placing it back inside his bag. His eyes then widened as if he just remembered something, clearing his throat, he brought their attention back to him. “Before I forget, I’m new here in town, and I’m looking for somepony who lives here. Do any of you happen to know where…” He hummed for a second before continuing. “Somepony named “Dark” lives?”

Rainbow immediately stopped. "Who wants to know?" She asked, unsure whether or not to answer.

“Well you see, a friend of mine was actually in the guards. Recently we’ve been hearing rumors about some new guardsmen and all of the improvements the guards have been having.” He then smiled. “It made us curious.” He then shrugged. “So we decided to meet the one responsible for all the improvements.”

“Why?” Rainbow asked, raising an eyebrow in suspicion.

“Well besides curiosity,” He began, humming. “Back when my friend was in the guards she tried hard to improve the guards’ training regime. However, only a captain, or any other higher authority, is allowed to make those kinds of changes. After a while, she gave up, so when she heard some recruits managed to do what she’s been trying to do for so long, she decided she needed to find out how they did it, and why they were able to do it.” The stallion explained, giving her a small smile.

“Are you a guardsman too?” Sweetie Belle asked, stepping closer to the two of them.

He shook his head. “No, just my friend. Personally, I don’t think I’d fit in with the Royal Guards.” He patted his stomach, “I’m far too skinny, they’d snap me like a toothpick!” The earth pony joked, earning a small chuckle from the filly.

“Though, if you and your friend aren’t in the guards anymore, how did you know Dark’s name?” Scootaloo asked.

“Well, while she’s not in the guard’s anymore, she does still keep in contact with some of her friends there.” He leaned back. “Some of the letters she got mentioned someone named “Dark”, and they mentioned the “Hammer of the Guard”, which have been whipping them into shape.”

Rainbow nodded, remembering the dents in the armor she saw. "Yeah, that's one way of putting it…"

The pony hummed in thought. “You all seem to know this guy. If you don’t mind me asking, how do you guys know Dark?”

The fillies smiled, with Sweetie Belle being the first to speak up. “He saved Apple Bloom and Scootaloo from a group of Timberwolves a few months ago!”

Scootaloo nodded, rubbing the back of her head. “Yeah, we got seriously lost and wandered too close to their territory, luckily for us Dark was there to bail us out!”

“Did he now?” He responded, his eyes a bit wide in surprise. The pony then smiled. “He sounds like a real hero.”

"Understatement," Rainbow said. "I was about to step in when all of a sudden he showed up and saved them from a pack of fully grown timberwolves with complete ease. That's kinda how we met…" she said, looking away due to remembering how her first response to him saving the fillies was to kick him in the back of the head.

“I see…” The stallion began, rubbing his chin in thought. “Well, I suppose it's safe to assume that this hero must be the same Dark that's in the guards.” He tilted his head and smiled. “By any chance do you think it’d be possible to meet Dark?”

Before Rainbow Dash could respond, a white pegasus suddenly walked up to the group. The red-haired pegasus gave the stallion a concerned look, “Hey Ka- Troupe,” She corrected herself, shaking her head. “Everything alright? You’ve been taking a while now.”

“I have? I guess I lost track of time.” He chuckled sheepishly, “Anyways, I was just asking these girls here about that new guardsman, “Dark”, they seem to know him.”

The pegasus’ eyes widened in surprise. “Really? Huh, that was fast.”

"Who're you?" Rainbow asked, putting her hands in her jacket pocket.

“Oh! This is Valor, she’s the ex-guardsman I was telling you about.” Troupe said, introducing the white pegasus.

Valor hummed, tilting her head as she looked at Rainbow. Her eyes widened in recognition. “Ah! You must be Rainbow Dash, right?”

"Yeah," Rainbow said simply, putting her hands back in her pocket.

“Valor here is curious about this Dark person,” Troupe said, raising a finger, he continued. “She’s been wanting to meet him and find out what exactly he did to change the guard’s training regime despite being a recruit. When someone manages to accomplish something you’ve been trying to do for years in the span of a few months, you can’t help but be curious.”

Rainbow shrugged. "Sorry, but he isn't here right now. He went to Canterlot earlier for something."

Troupe let out a sigh. “I see, well that’s a shame.” Shrugging, he smiled at the group. “Well thank you anyway, seems we’ll have to try again the next time he’s around. I was hoping to see why kind of training he does with the guards…” Shaking his head, he dismissed the thoughts. “Well, thank you again. You four have a good day now!” He said cheerfully, turning away from the group and walking towards the exit, the pegasus right next to him quickly following behind.

Just as the duo were about to leave, they were stopped by a sudden scream echoing from outside the building. The six of them froze, the scream taking them all off guard. After taking a moment to process what they heard, the six of them began running out the front door, trying to see what was going on.

Rainbow looked around, trying to find the source of the screaming. Looking towards her left, she spotted a pink furred earth pony running towards their direction, her eyes were wide with terror as she continued to gasp for air. Just as Rainbow was about to stop her, her eyes widened in shock at what exactly it was she running from.

Behind the flower salespony was a small black ant-like creature with a pair of beady yellow eyes. The dark creature was crawling around in all fours, its antenna bobbed in the air with each step it took. Suddenly the black ant leaped towards the pony, tackling her to the group. Ignoring the screams, the creature raised its claws in the air, preparing to deliver the final blow to its prey.

Speeding towards the black being, Rainbow quickly formed an ice sword and slashed at the small being. The bisected creature’s body poofed away, leaving behind a small amount of black smoke. Rainbow quickly dismissed the icicle in her hand, turning her attention towards the pony on the floor. “Daisy, are you alright? What’s going on?!” She asked as she helped the earth pony get up.

The pink earth pony, Daisy, grabbed Rainbow, her eyes filled with terror. “It's those monsters! They’re everywhere! The town’s full of them, and they’re going around attacking everypony!”

Rainbow cursed as the sword evaporated. "Head inside. I'll deal with this." She then turned to the group at the bakery. "You guys stay put. This may get ugly." She then spread her wings and headed for the town square.

As she landed, she saw more creatures wreaking havoc to the place. More bug-like ones, slightly taller ones wearing knight helmets, large ones with most of their body being their torso, and even large ones that resembled pure black timberwolves.

Rainbow sighed. "Probably a good thing Tito isn't around to see this." With her arms glowing, she shot a few icicles at some of them, freezing them instantly.

Seeing their comrades freeze, all of the surrounding Heartless stopped what they were doing, turning their attention to the blue pegasus. Immediately, they began charging at her. The small Shadows sunk into the ground, skittering towards her while the others rushed her.

Forming her ice swords again, Rainbow Dash sped towards one of the knight-like monsters, using her sword to cut down the creature. Not giving the pegasus any time to breathe, one of the timberwolf like creatures leaped at her, using its weight to pin her to the ground.

The black wolf briefly snarled at her, annoyed at the pegasus who was keeping the creature at arm’s length. The wolf snapped its jaws at her, trying to maul her face with its teeth. Rainbow gritted her teeth. Using her powers, she blasted the wolf in front of her, freezing it completely.

Taking off into the air, she glared down at the group of monsters, noticing how more of them seem to be coming towards the town square. Raising her arm, she chucked one of the ice swords down at one of the Large Bodies, managing to impale the creature’s head. The large Heartless stumbled backward before falling on top of several Shadows behind it, crushing them all with its weight before they all poofed away.

One of the Large Bodies waddled towards the water fountain, ripping out a chunk of it and raising it above its head. Rainbow Dash’s eyes widened as several of the large Heartless began chucking parts of the town at her, while the black wolves leaped at her hooves, trying to bite them.

Seeing that all of their attacks weren’t able to hit her, Rainbow couldn’t help but feel her confidence rise. “Ha! Is that all you got?! I don’t know why he was so worried about you, you’re nothing but a bunch of pushovers!” She boasted, flying circles around the Heartless. “Whoa!” She cried out, seeing a small fireball fly past her.

Turning towards the source of the attack, she spotted what looked to be several old extravagant red containers with a red and black symbol of a heart in the center, similar to the Soldiers, and a golden lid with a crooked antenna. It hovered in midair in erratic patterns. Rainbow then noticed two beady yellow eyes in-between the lid and body. The Red Nocturnes all let out small high pitched shrieks before firing a volley of fireballs at the pegasus.

Rainbow Dash quickly flew down, dodging the fireballs aimed at her. Forming her ice sword again, she slashed at the Red Nocturnes, only managing to slice through two of them as the rest of them all scattered as soon as she got close.

Quickly circling the pegasus, the Red Nocturnes all cloaked themselves in flames. As one, the small swarm of Heartless rushed her. Rainbow quickly tried to swipe at them with her sword, only for it to melt from the Heartless’ intense heat. Rainbow Dash then let out a pained cry, before falling onto the ground. She hissed as she reached over to touch her back, where one of the flaming Heartless had managed to hit her.

Looking around her, she noticed all of the other Heartless begin to circle her. “Okay… so maybe you aren’t all complete pushovers…” She said, getting back up and forming another ice sword. The Red Nocturnes then all flew downwards, joining the encirclement. She huffed in annoyance at the sight of them.

Before any of the Heartless could react, a large piece of concrete flew in, crushing the head of one of the Heartless wolves. Rainbow Dash couldn’t help but stare in shock at the piece of concrete, wondering if that was meant for her.

Suddenly a second piece of concrete flew in, smashing against the backside of a Large Body. The Heartless stumbled forward a bit before turning around towards the source of the attack. Behind the group was the tan furred earth pony from before the bakery, Troupe was leaning against the broken water fountain with a smile.

Seeing that their attention shifted to him, he waved. “Couldn’t help but notice all the fun you were having. Hope you don’t mind if we join in.” Getting up from the fountain, he grabbed the chunk of concrete he was leaning on and ripped it off from the rest of the fountain. Smirking, he raised the chunk over his head before chucking it towards the same Large Body he hit earlier. The Heartless stumbled backwards from the force of the hit, before poofing away.

Before Rainbow could react, she felt herself be pulled off the ground, stiffening as she got ready to attack whatever it was that grabbed her, only to stop when she saw it was the same red-haired pegasus from the bakery.

With her hands still glowing, she said, "Not that I don't appreciate the help, but what are you two doing here?"

Flying her towards Troupe, the red-haired pegasus gently set her down on the ground before turning around towards the Heartless. “We came here to help of course.” She answered, pulling out a dagger from her pouch. “I may not be a member of the guards anymore, but that doesn’t mean I’m just going to stand on the sidelines while ponies are out here crying for help.”

"And what's his excuse?" She said, pointing to Troupe.

“Well, I can’t exactly let Valor run straight into danger without some backup.” Troupe explained. “What kind of friend would I be if I didn’t at least try to help?” He then looked back at the Heartless, frowning in worry as they all shambled closer towards them. “Though I wish she didn’t drag me along to fight against… these guys, they seem to be everywhere.”

"And unfortunately, the only one that knows anything about these things is out of town," Rainbow mentioned with a sigh, before firing another ice shot at a nearby Soldier, freezing it.

Troupe gaped at the sight of the frozen Heartless. “How did you do that? I thought pegasi couldn’t use any magic?!” He asked.

Valor frowned, turning her head slightly towards his direction. “Pay attention to the fight! You can ask questions later.” Troupe flinched, giving the ex-guardspony a nod.

"Tell you what, we get out of this fine, I'll tell you," Rainbow said with a shrug. She then Cloud Dashed behind one of the wolves and sliced it.

The two nodded, accepting the condition before darting towards the nearest Heartless. Raising her dagger, Valor stabbed a nearby Soldier, causing its body to shudder before poofing away. Reaching into her pouch, she grabbed another dagger from it and used it to stab one of the Shadows leaping at her.

Besides her, Troupe was doing his best to keep the Heartless away from him, grabbing any of the creatures that got close to him and throwing them towards the others. Stiffening, Troupe quickly jumped up at the air, dodging a tackle from one of the Red Nocturnes. Leaping towards the fire elemental, Troupe grabbed the Heartless and immediately turned around, using the small Heartless as a shield from one of the Shadow’s claw swipes. Seeing the Heartless in his hands poof away, Troupe couldn’t help but laugh. “Ha! I guess we should be calling you guys brainless! With that crappy aim, it really fits.” The earth pony couldn’t help but laugh, not noticing one of the Large Bodies waddle towards him until it was too late.

Stiffening, Troupe quickly turned around, only to be met with the large Heartless giant’s palm. Let out a small squeak, the Large Body threw the earth pony towards one of the houses, causing him to crash through the building’s window.

“Troupe!” Valor cried out, her eyes wide in worry. Letting out a growl, she flew up towards the large Heartless, stabbing the giant’s head with both of her daggers. The Large Body under her immediately started thrashing around, trying to buck the pegasus off of her. Gripping the blades tightly, she couldn’t help but send a glare towards the house her friend crashed into. “What did I tell you about getting overconfident?” Taking out one of the daggers from the creature’s head, she stabbed the Large Body again, this time getting it in its small yellow eye. The Large Body shuddered briefly before poofing away. Valor flapped her wings, landing on the ground gracefully. “I swear if we make it out of this, I’ll make sure to beat that lesson into you the next time we train.”

Rainbow then Cloud Dashed to the pair with a concerned expression on her face. "You guys okay?"

She nodded, giving her a small smile. “We’re fine, thank you. There’s no need to worry about Stage Troupe, he’s much tougher than he looks.” She said, waving away her concern. Looking around at the damaged buildings, she frowned. “Seems like those creatures did some damage though, hopefully, everypony is alright.”

Before either of them could continue, a loud howl echoed around the town. Turning towards the source of the howl, they saw a single large wolf with a black and red crossed-out heart on its head. The wolf easily towered over most of the earlier Heartless, almost being as tall as the buildings next to it. Its yellow eyes gleamed as it glared at the two pegasi in front of it. Letting out another howl, the giant wolf began charging straight towards them, its snout curled up in a snarl.

Seeing the massive wolf charge straight towards them, the two pegasi immediately flew out of the way. Rainbow quickly flew into the building behind them, to pick up the earth pony, before she flew away.

The wolf snarled, crashing into the house and causing the building to fall apart, pieces of debris slid off of its black fur as it shook itself. Turning towards the trio, the wolf crouched down before leaping into the air to catch them.

Seeing the leaping canine right behind her, Rainbow quickly tossed Stage Troupe to the side, saving him from the wolf’s jaws. The wolf clamped its jaws onto her tail, catching the fleeing pegasus. With a savage glint in its eyes, the wolf shook its head violently, causing Rainbow to be tossed around in every direction. The pegasus couldn’t help but scream as she was suddenly flung towards the destroyed fountain, letting out a pained yell as she crashed into the water.

Seeing Rainbow Dash down, the other two ponies quickly rushed in her direction, stopping once they were between her and the giant wolf. The wolf growled in annoyance when it saw the two place themselves between it and the pegasus. Howling, the wolf raised its claws and swiped at the pair.

Quickly jumping back, Stage Troupe reached into his coat, taking out a long yellow, metal prod. Pressing down on the large button, he activated the stun baton and jabbed it at the wolf’s outstretched limb.

The wolf howled in pain, feeling its body seize up for a second, before taking a step back. Snarling, the wolf stood on its hind legs, raising its two front paws in the air before slamming it down in front of the earth pony, causing him to trip and fall backwards. Raising its left claw, the wolf tossed the fallen pony to the side. Suddenly the wolf yelped, feeling a sharp pain on its neck. Shaking its head violently, it flung the red-maned pegasus off of him, along with the daggers that stabbed it.

Valor let out a pained shout upon colliding with one of the stray lampposts. Seeing her vision swirl, the pegasus collapsed onto the ground, her consciousness fading.

“Valor!” Troupe yelled, gulping when he noticed the wolf turn its attention back to him.

Hearing the yelling, Rainbow Dash groaned, lifting herself from the fountain. Looking around the town square, she spotted the unconscious pegasus laying face down on the dirt. On the other side of the street, she spotted Troupe stepping backwards from the giant wolf. Gritting her teeth, she glared at the giant canine, her thoughts drifted back to the rock farm, being reminded of her defeat by the hands of the EggRobo. The way the wolf prowled and towered over its defeated foes reminded her of the Egg Breaker standing over her friends. She recalled the robot’s words and taunts and scowled at the memory.

Absorbing some of the water around her to heal, she focused on creating another ice sword. As the item formed, she immediately grasped it. But for some reason, it felt just a bit heavier than normal and felt more comfortable in her hand than ever before.

Before she could check on the weapon in her hands, the wolf’s howling nabbed her attention. Glaring at the wolf, she saw it leap towards Troupe, its jaws wide open to swallow him. Speeding towards the two, Rainbow Dash quickly summoned a pillar of ice between the two, forcing the monster to crash into the pillar. The ice pillar broke apart around the beast, large chunks of ice falling on top of the creature’s head. Quickly grabbing Troupe, Rainbow left him near Valor before jumping back into the fight.

Seeing the wolf crouch down to leap at her again, Rainbow quickly froze the Heartless’ legs, binding him onto the ground and preventing it from leaping at her. Not giving the monster any chance to recover, she slashed the creature’s face as she was flying by it. Turning back around, she flew by it again, dragging her weapon across the monster’s face. She repeated this attack several times, causing the wolf to flinch every time.

Snarling, the wolf’s constant struggling finally managed to break through the ice keeping it trapped. Opening its jaw wide, Rainbow couldn’t help but find herself face to face with the inside of the beast’s mouth.

Quickly throwing her hands in front of her, Rainbow Dash filled the monster’s mouth with steam, causing it to flinch and gag. The Heartless wolf shook its head as it tried to get rid of the steam inside of it.

Gripping the weapon, Rainbow Dash darted towards the Heartless, raising her weapon over her head and stabbing the monster’s head. The wolf howled in pain and anger, shaking its head violently, trying to toss the pegasus and her weapon off of it.

The wolf’s movements slowed down with each passing moment, it’s struggling slowly becoming nonexistent as it fell onto the dirt road below it. The Heartless wolf’s body became pitch black before poofing away, leaving no trace of its existence behind.

Rainbow sighed as she shook her head. She looked over towards Troupe and Valor, spotting Troupe helping Valor back to her hooves. The pegasus still looked a bit out of it, with her leaning against her friend to continue standing. Rainbow Cloud Dashed towards the pair. "Hey, you guys okay?"

Troupe smiled, nodding his head. “Yeah, don’t worry about us, this isn’t our first time dealing with huge monsters.”

Valor sighed, grabbing her head. “I’m alright, thank you for your concern.” Narrowing her eyes, she turned towards Rainbow. “Never seen a weapon like that before… Did you have it custom made?”

Rainbow raised an eyebrow in confusion. "What are you-" she then looked at the item in her hand and noticed it truly wasn't an ice sword. The weapon on her hand was odd and vaguely resembled Lycan Web in a way. Forming the guard was a pair of cyan wings seemingly circling the handle where her hand was. The sword’s blade was curved, and light blue, reminding her of a wave of water, with a few icicles on the side opposite to the blade. On the bottom of the weapon was a chain with an item that looked like a white snowflake with a pair of cyan wings on either side of it and Rainbow's cutie mark on the center.

After examining the weapon, Rainbow had a brief thought enter her mind. After a mere thought, the weapon disappeared in a mini flurry in Rainbow's hand. The Conduit then smirked. "Sweet, looks like Tito isn't the only one who can use those things now."

“Guessing that must be some kind of magic weapon?” Troupe asked.

Rainbow nodded. "Yeah. Tito said it's called a Keyblade. Technically me, and a few others, are able to use them, but this is the first time I was able to use mine."

Troupe’s eyes widened, “Keyblades…? Sounds rather important.” Turning back, he looked around at the damaged village. “Don’t suppose you know what the deal with those monsters is, do you?”

Rainbow shrugged. "Creatures of darkness, from what I was told. I don't know much more. Tito is the only one who knew anything."

“I see…” Troupe said, humming. Letting out a small sigh, he decided to shift the topic back to a lighter one. “So is the keyblade the reason you were able to use all that ice and water? I mean, as far as I know, those kinds of abilities aren’t possible for a non-unicorn.”

Rainbow shook her head with a grin. "Nope. Only got access to my Keyblade a week ago. The other thing has been a part of me for about two months." She then had her hands glow in blue light and steam. "I'm a Conduit."

“A conduit?” Troupe repeated in confusion.

“And being a conduit gives you powers?” Valor asked, “Is that something everypony can be, or is it just a few?”

Rainbow shrugged. "I was told that a special few ponies are born with a gene, and those ponies are known as Conduits. And when said gene is activated, the pony gains access to cool powers." She then frowned. "Besides the guy who told me that, and his "evil twin", I haven't seen anypony else with the gene so far."

“Huh…” Narrowing his eyes in thought, Troupe couldn’t help but feel curious about the subject. “And how does the gene activate? I have a feeling it isn’t easy, otherwise more ponies with powers would be around.”

"Even if it was easy, not everypony has it. As for how, he said it’s from great stress. Like being bullied constantly." Rainbow then looked away as she remembered how her gene activated. "Mine activated because someone I care a lot about almost died from that "evil twin". The bastard was gonna kill him and I likely would've been unable to stop him myself." She then clenched her fist and sighed. "Imagine seeing your best friend being held by the neck by some maniac and about to be stabbed with a sword."

The duo flinched, “That does sound terrible.” Valor said, sighing. “Sorry that we reminded you of something so unpleasant.”

Rainbow shook her head. "Nah, not your fault. It’s not my most unpleasant memory, but hey, not everypony can say they can fire ice at monsters or turn into clouds. And Tito is still alive, so it's all good."

“Turn into clouds? Say, you wouldn’t happen to be the cloud pony all those rumors are talking about?” Troupe asked. “I do remember hearing some rumors about a pony being made of clouds in Ponyville, along with some demons running around.”

Rainbow sighed as her ears lowered for a moment. "No surprise you heard of that. I mean, Tito told me they’ve heard about it in the Crystal Empire for crying out loud." With a shake of her head, she continued. "But yeah, that's me. As for the demons, that's Tito and that bastard Nisled. Nisled had the ability to make something like demons and used them to attack the town. As for Tito… Well, let's just say he can be very scary when mad. When the town saw it, they kept calling him a demon for a while until Twilight figured out how to stop it." She rubbed the back of her neck. "Tito doesn't like it to be honest. Can't say I blame him though. I mean, he lived here for months and was overall well-liked and even risked his life to save the town, but everypony just goes and treats him like a monster…" she then realized she was rambling and chuckled in embarrassment. "Sorry, it’s just that Tito is a close friend, and I don't like how he was treated after what he went through."

“It's alright, you don’t need to apologize.” Valor said, raising her hand. “I know I’d be upset if ponies started treating one of my friends like a monster.”

“Still, to have everyone turn on you after months of living here…” Troupe scowled, shaking his head. “The guy must be pretty forgiving to come back here. Don’t think I could forgive them so easily if it happened to me.”

Rainbow looked away. "Yeah. He's a very forgiving person. Heck, he'd even forgive you if you kick him in the back of the head and knock him out apparently…"

“Huh.” Valor said, sounding surprised. “Well, it says a lot about him to hear that he’s so forgiving.” Looking around, she couldn’t help but frown. “We should probably look around the town in case anypony needs any help. We may have dealt with all of the monsters here, but ponies could still be hurt.”

Rainbow nodded. "Yeah. This was a tad worse than usual incidents." She then spread her wings. "I'll check the town hall just in case. See ya later." With that, the three of them went their separate ways.

Just as Rainbow spread out her wings, she stumbled, taking a few steps forward and regaining her balance before falling down. Turning around to see what she tripped over, her eyes narrowed and she tilted her head in confusion. Bending over to pick the object, she inspected the yellow container on her hand, noticing the rather festive look it had, around the object were numerous moon and stars littered around it. “What’s this…?” She asked herself, noticing the spiked cap on top of the ball-like container, she debated with herself on whether or not she should open it before deciding to put it away. “Think it's best if I bring it over to Tito first.” Looking around, she spotted multiple yellow orbs littered across the town, along with it were a pair of crescent red gems. Making sure to pick up everything before leaving towards the town hall, she resolved to tell Tito about all of the strange items as soon as he got back.


Kaito sighed, reaching over to scratch the back of his head. “Well… that was something.” His shoulders drooped, as all of the adrenalin left his body. “We stayed here to investigate that Dark guy, and instead we were roped into fighting those Heartless.”

“Heartless?” Valor question, raising an eyebrow.

“The name of those monsters, I recognize them from back home.” He answered. “My sister is the one who knows about them, I only picked up a few things from watching her.” Reaching inside his coat, he pulled his cell phone and turned it on. “While I would love to stay and help, I’m worried about Garm. If these Heartless are here, then I’m sure that they’re likely also in the forest.”

Valor nodded, “If you'd like, you can go on ahead and look for him. I’m going to stay here for a bit to see if anypony needs any help.”

Kaito nodded, pressing the call button on his phone and raising it to his ear. “Alright, that works. I’ll call you once I find Garm so we can go.” Turning towards the direction of the Everfree, he began walking towards the forest. “Oh! And be careful, some of those monsters could still be around!” He called out towards her, watching her fly off towards the destroyed buildings. Letting out a sigh, he frowned, recalling the talk they had with the pegasus. “So Tito…” He chuckled. “That's the most normal-sounding name I’ve heard since I got here… Well, guess I found out more about the Spider than I thought I would.” Hearing the diamond dog pick up the phone on the other end, he smiled. “Hey Garm, it's great to hear from you! I was worried. Listen, I think it's time for us to go, I’ll brief you on the investigation as soon as we’re on board the train, alright? I’ll meet you right near the edge of the forest. Cool, see you there.” Ending the call, he pocketed the phone, a satisfied smile spread across his face.


Placing the phone back inside his vest, Garm sighed, trying to ignore the constant jingle of the rings now decorating his arms. Thinking about the short talk he had with Kaito, he couldn’t help but notice how much of a good mood his boss seemed to be in. “Guess he must’ve found something in that investigation of his.” He commented to himself, lazily turning his head back to the small ant-like creature squirming under his claw. The Shadow continued to scratch and pound on his arm, only managing to make the gold rings jingle and sway with every hit. Snorting, the diamond dog squeezed the Heartless’ neck, making the Shadow’s yellow eyes bulge before poofing away.

Seeing the small pest disappear, the diamond dog calmly walked towards the barrel next to the lake. Picking up the discarded lid next to it, he placed it on top of the filled barrel, the container was practically overflowing with Power Rings. Garm couldn’t help but smile as he fastened the straps of the barrel onto his back. “200 gold rings, the lake certainly was feeling generous today.” He said, bowing his head at the sparkling lake, ignoring the golden sparkles under the water. While he certainly would have tried to get those rings, he simply didn’t have any more room to carry them.

Shifting the barrel on his back, he began walking back towards the town. Ignoring the scurrying animals that passed by him on his way back. Stopping suddenly, the diamond dog frowned, his ears twitching as he heard branches snapping. Narrowing his eyes, he jumped into the tree next to him, climbing up as he heard something approaching.

He glared at the trio of Timberwolves arriving at the small clearing he was just at. Focusing his energy to his paws, he stopped charging his attack when he noticed a couple of black wolves appear just behind the wooden dogs.

The largest timberwolf snarled, turning around and placing itself between them and its two allies. The two wooden wolves behind the leader seemed to be cowering at the sight of the larger wolves, their leaf-like ears folding back as they tried to make themselves appear smaller.

The pack leader snarled, leaping towards the black wolves. Sinking its wooden claws into the beast’ shoulders, the timberwolf clamped its jaws on the Heartless’ neck. Right before the black wolf could poof away, the other two Heartless wolves forced the timberwolf off of their ally, and flung the wooden monster onto a nearby tree. The two cowering wolves darted towards their fallen leader, using their wooden snouts to pull their leader back onto its feet.

Panting heavily, the large timberwolf readied itself again to attack. It ignored the sap and branches falling off of its body as it focused on protecting the other two. Just before the large wolf could attack, a large grey body jumped down in between the two groups, catching the wolves all by surprise. The pack leader couldn’t help but snarl at the newcomer, it's branches and twigs all stiffening to make itself appear larger.

Garm ignored the timberwolf’s posturing in favor of glaring at the trio of Heartless. Hearing the timberwolf bark at him, the diamond dog huffed, refusing to give the wooden mutts any attention.

Hearing a loud thud, Garm looked behind the black wolves, spotting a giant version of the creature standing right behind them. A large crossed out red heart was on its forehead. The four wolves all snarled, moving closer to them. The Timberwolf pack leader couldn’t help but move back, feeling intimidated by the giant Heartless.

Garm couldn’t help but snort at the sight of the giant wolf. “Another one? Heh, that's fine by me, I have enough rings to take on more of ya.” He smirked when he saw the four wolves stop, their eyes narrowing at the sight of Garm’s fur turning red. “Having second thoughts?” He taunted. “Well, that makes you smarter than the ones I fought earlier. Unfortunately though, not smart enough.” The diamond dog growled, feeling his anger begin to bubble. Pulling all of the energy into his right hand, the elderly dog stretched his hand out towards the four wolves and snarled. All of the red energy transferring from his body into his right arm. “CHAOS BLAST!” He shouted, a red explosive wave of energy shooting out from his paws, completely consuming the four wolves in front of it, while also destroying some of the forest behind them.

Lowering his paw, he inspected the damage the blast did, narrowing his eyes at the large scar the forest now had, many of the trees behind around the Heartless were now gone as well. Shaking his head, he ignored the rings on his arms disappearing in favor of continuing his trip. Stopping for a moment, he spared the timberwolves behind him one final glance before shaking his head, turning away from them to leave the forest.

Seeing Kaito at the edge of the woods, Garm smiled, walking to the disguised human and greeting him with a simple wave.

Author's Note:

And done. Apologies for how long it took to make this but we had issues on how to continue. But yeah, Rainbow met 2 of the Fenrir mercenaries, and Heartless attacked Ponyville. And Dash got her Keyblade. Hopefully you enjoyed this chapter. Until next time.

Goood morning readers! Its the most beautiful, extremely humble, and not to mention everyone's favorite gal, Star709! And we're here with a brand new chapter! Sorry for the wait everyone, but we had issues with just continuing it, not to mention long fight scenes can get a bit draining. Special shoutout to everyone who helped make this chapter possible, and special thanks to those who helped edit all of my mistakes when I started rushing through the fight. Anyways, please tell us your thoughts, really please, your comments fuel and feed us authors! Also if you have any questions, feel free to ask them! Hope you all have a good day!

-Dark
Star

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