• Published 28th Mar 2018
  • 2,592 Views, 100 Comments

Off The Grid - MajorPaleFace



Commander John Maxon unexpectedly arrives in orbit above Equestria after a 90 year interstellar journey to Proxima Centauri in Cryostasis. John must learn to survive and inspire in an strange new world.

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Outside the Wire

‘Nice,’ John thought sarcastically.

The inside of his power armour filled with the smell of urine as he relieved himself, utilising its waste recycling system. The smell was tinted with chemicals and a metallic feeling lingered at the back of his throat, the slurry of chemicals used to stabilise him during cryostasis still flowed through his veins.

Once that task had been completed, he took a sip of fresh, slightly chalky water from a thick plastic straw just inside his helmet.

His lips puckered in disgust, ‘I’d almost rather die of dehydration,’ he thought grimly.

He had moved deeper into the town after surveying the still-burning ruins of the first few structures, he had found no signs of life.

The sky was awash with crimson and orange, strange clouds had begun to form in the aftermath of the miniature atomic detonation. His Geiger counter flared in the nuclear breeze but otherwise remained silent.

He continued in a loose arc around the town’s inner constructs. More debris and signs of battle, fewer corpses than before. A dead Changeling had been catapulted over a kilometre from the explosion and crash-landed into a cart, splinters and blood surrounded the impact site.

John leaned over without stopping just in case. Green blood-tipped ribs jutted out of its collapsed chest, its head was twisted almost backwards.

A shadow caught his eye and he rushed to the side of a building whilst sighting along his laser rifle. A small pony limped from between some shops in the street over, she had chestnut fur with a pale mane and tale.

John whistled, the sound reverberated out of his helmet speakers like a phantom wale. The pony froze, he had lowed his weapon and frantically beckoned her toward him with his free left hand.

She looked hesitant, she didn’t move, opting to look around instead. John was half-expecting her to run – however, she came rushing toward him.

She looked fairly clean, she wore no clothes and reminded John of the time he had seen wild horses in the American Midwest.



John met her halfway, moving as stealthily as was possible in a few hundred kilos of exoskeleton. They met under the awning of an abandoned market stall, destroyed foodstuffs and knickknacks had spilt out of it and surrounded them.

“I’m Commander John Maxon, I’m here with Princess Luna, are you hurt?” He examined her, her limp seemed artificial and something about her made him feel tense.

“My leg, I think it's broken,” she held the aforementioned foreleg up against her chest.

“Okay – I’m just going to scan you – It’s harmless, but you might feel hot like you’re standing in front of a fire.”

She looked unsure, her ears folded back, “what for?”

He wasn’t sure, but he could swear he had just seen her light orange eyes flash green, like glass catching sunlight as your angle changes.

“I’ll be able to see the damage, figure out how best to help,” he slowly rested his finger on the trigger of his laser rifle.

A frown adorned her face, but she seemed willing to go along, “A-alright,” she held the foreleg out a fraction, her stance widened.



He touched his laser rifle down his right leg, pulling his hand away left the weapon glued in place. He tapped away at his pip-boy, bringing his suite of medical sensors online. He also included a sweep of software for bacteria, DNA, RNA, cell count, cell composition, internal organ structure and radiological signature.

A warning flashed across his HUD, advising him to deactivate multiple sensor software as the energy burst would likely hurt when it hit.

He ignored the warning, it whisked away at a mental command, “ready?” An armoured finger hovered over a button on his pip-boy he had linked to remotely activate the sensor burst.

She swallowed thickly, her eyes darted back-and-forth, she sweated. John squinted inside his helmet, “I’m ready.” Her voice had become slightly cautionary, her tone rose and fell.

He tapped the button, his suit bleeped indicating the build-up of power. A sound like a swarm of wasps mixed with a jet engine and soda filling a glass permeated the air.

She visibly recoiled, her eyes scrunched shut and her demonic scream echoed around them, it warbled and fluctuated – tinted with a hiss.

Her body shimmered, rippling waves revealing her true form, jet-black bone-like flesh and hole-ridden legs flexed involuntarily.

It lasted only a second, his information processor lit up with fresh data, very different internally to the ponies he’d secretly been scanning whilst among them.

She howled as her brown coat flashed back into black chitin, following broiling green fire. She seemed to grow in size, about the size of Princess Luna with a slit double-pupil. Her long, clear teeth bit a hiss at him.

He immediately drew his laser rifle and fired with his arm extended, multiple red bolts flashed past her into the wall behind, scoring big holes into the thick wood.

She had leapt underneath the attack and rushed for him, they were only a couple of meters apart, she spun mid-air to impact John with her rear legs. He was sent sprawling onto his back, the force far greater than it should have been.

His laser rifle had clattered out of reach, he mentally instructed his arsenal of weapons to detach and they clattered and clanked to the dusty ground while he rose clumsily.



The strike had dazed him, spots filled his vision and blood leaked from his nose. The Changeling landed a few meters away, poised low to attack. She was lithe like the other elite members of her race, she had an extra long horn, larger wings and had a low silhouette due to her tapered waist.

Fangs gnashed together in a hiss laden growl, she began to circle counter-clockwise to John, he mirrored her, fists brought up to his chin. He moved a little awkwardly to accommodate the kickboxing foot-work he planned on using.

His armour limited which kicks he could perform, but he’d still be able to hit the head of this ‘Ling. Its body was held low, her head almost at thigh height as it stalked slowly around with him, it’s eyes never leaving his.

His life signs detector indicated they were the only two within four hundred meters, so he felt confident to engage in the melee.

With surprising speed, she darted straight at him – using her long legs and oversized fly wings to propel her, her spear-like horn glowed with sickly green magic.

John began turning, bringing his back foot out and across, his long, armoured leg connected with the Changeling in a grotesque crunch.

He followed through by stepping into a forward kick after her, she darted away and underneath his leg, trying to get under him.

He quickly squatted down on his other leg, punching downwards he caught her in the forehead and she impacted the ground with force. As he prepared to finish her off, he was sent backwards in a magic blast.

He was once again on his back, she was atop him instantly, seemingly unaffected by the crushing force of his kick and punch, she precisely jabbed her front hooves at his chest and head. The impacts shuddered his armour into the dirt, he covered his helmeted face with his armoured forearms, enduring several more attacks before he embraced her in a crushing bear-hug.

He squeezed as hard as possible, she should have easily died but continued to wriggle and squirm like a giant eel. He rolled them, he was now on top, she lay between his legs as he rose to his knees. He mimicked her punches, aiming strictly for her head – hisses resounded out of her with each hit.

She seemed to slither up and across his torso, locking him in a hug of her own, his suit emitted a pressure warning – but held. He leapt to his feet with her leeched to him, dropping instantly and landing with her between the ground and his heavy armour.



Despite the half ton of human landing on her, she quickly recovered and seemed unfazed, letting go nonetheless. He redoubled his attack and evade methods, John leapt back onto his feet, springing off the ground using all four limbs.

She quickly followed, coming at him again in a weaving zig-zag pattern with a hiss-growl and a screech. The seemingly invincible creature was whip-fast and freakishly strong.

They struck at each other like opposing cobras, their movements a blur as they exchanged strikes and parried what they were able. She pressed into him by standing on her rear legs and quickly attacking downward onto him.

He ducked down low, spinning an outstretched leg in a wide arc, he caught her in the rear legs and she tumbled to the ground. He bear-crawled toward her, moving scarily fast despite his large size.

He delivered an elbow-drop into her jaw, the forceful impact sent her head jutting nearly off of her neck, green blood ejected from her – he struck again and again, finalising it with a straight-armed right jab.

She gurgled but blasted him once more with magic, doubling it with a rear-legged kick, this game irritated him to no end. More and more he wanted to end her life, he felt his blood shooting around his veins, it was red-hot as it dripped from his nose, a copper taste filled his dry mouth.

They stood watching each other, they both slowly rose. John Hurt, despite his protective suit and physiological enhancements, he feared she’d cracked a rib.

Blood gushed out of splits in her face and neck, one eye had swollen shut, she swayed and breathed in haggard intakes and exhales.

John trembled inside his armour, it kept him steady. He glanced at his weapons, deciding he’d try to end this stalemate. ‘I’d like to see you put up a fight once I’ve shot your head off, you bitch,’ he thought angrily.

She noticed the look, suddenly going still.

He dived toward the weapons, she used magic to spray up a cloud of dust. His HUD displayed her as a single red dot moving away from him and toward the mountain range.

He landed, casting up a dust screen of his own – he clutched the plasma rifle in his hands and fired off volleys in her general direction.



The solid red dot hit a hundred meters into the town, it weaved side-to-side, before heading away at even more speed.

“Shit,” he grunted. His torso was on fire, ‘definitely ribs,’ he thought glumly.

Slowly he got to his feet and collected his weapons as the dust settled around him. He inspected each one briefly before storing them on his armour. lastly, he picked up his laser rifle, its internals had been badly damaged. He had spare crystals and circuitry to repair it, he’d wait until he felt a little safer.

He didn’t fancy trying to catch up with her, ‘super Changeling,’ he thought, not at the risk of being led into an ambush.

He decided to cut his losses and began heading north-north-east toward Ghastly Gorge and Lieutenant Midnight's squad.

* * *

They had been marching for a good thirty minutes now, they followed the dips in the terrain and avoided flying to keep a lower profile. Although after that “weapons demo,” as John had put it, Midnight had thought they would have attracted at least some attention. But they hadn’t even witnessed a single aerial patrol.

Now at the mouth of the canyon, dusty grassland kissed slate-grey rock. The edges of the gorge jutted out like miniature mountain ranges or the edges of an earthly wound.

With slight flicks of her head and little gestures with her hoof, Midnight indicated that they were to continue into the gorge, not to fly and not to speak. Each Thestral gave her a solid nod in response.

The giant crack in the earth loomed ahead, they slowly advanced toward it. One of the largest natural canyons in Equestria, it had a river that ran the length of it, exiting the other end a hundred kilometres away and connecting to Saddle Lake underneath the capitol, just by Ponyville.



She made a motion with her hoof, they drew weapons and slowly advanced in a staggered line formation. It took more time, approximately another thirty minutes to make it about halfway to the bottom, slowly descending by using switchback and tiered paths.

Streams of water spilt over the opposite side from the prior days’ rainfall, pouring out of the very earth and splattering over sharp ledges. They walked single-file along a winding path, to their right was a sheer drop to the canyon-bed and the opposite wall sat several hundred meters away.

A rock clattered nearby, skittering and jumping as it shattered into pieces. They scrambled for cover, Midnight scanned their surroundings for any sign of hostiles.

Another landed roughly in the same place, they searched the grey walls and rocky edges of the canyon that stretched around them.

“It’s the human,” Crystal Hoof whispered harshly.

Midnight's ears stood erect and faced forward, her eyes followed the extended foreleg of Crystal. From the direction they’d entered the canyon, she could make out a tall, bulky biped waving exaggeratedly at them.

She waved back. Once he’d seen her, he faded from sight – she estimated he’d be on his way toward them.



While they waited, they took turns eating and drinking, wasting no time and leaving no evidence behind.

She heard him above them, his suit whirred and hissed, before falling silent. The Thestrals glanced around them and at each other, looking equally confused.

Just as she was about to order a guard to make contact with him, he crash-landed in between her and Dark Goldenrod in an explosion of debris and little shards of brittle rock.

So much for stealth.



“Lieutenant,” he said casually. As if he hadn’t just fallen the height of two buildings.

“Commander, we are trying to maintain a stealthy approach,” she scolded.

“I wouldn’t bother,” he got to his feet and shrugged off the little specs of dust and grime that had clung to him.

“The Calvary has arrived,” he stood with his fists balled into his hips, elbows bent in some mockery of a heroic pose, backed by the blue-grey sky.

She couldn’t believe it – maybe he had hit his head, this was a sudden departure from his usual bland seriousness.

He started off further along the path, Midnight scrabbled to keep up, the others followed with several body-lengths between them.

She looked up at him, “are you feeling alright? What happened in Blackwater?” She spoke barely above a whisper.

“I got into a fight with a massive Changeling, she- it, was as big as the Princess. As fast and as strong as I am and extremely resilient to damage.”

She faced forward in confusion, doing a double take at the now noticeable damage – dents and scratches that adorned his torso and helmet. Whip-like marks emblazoned in dust also covered his arms and legs. He had a tiny, barely noticeable sway in every-other step and she could just make out his shallow breathing.

“Sounds like you met one of their commandos. They’re tough, magically souped up to be faster and stronger.”

He grunted as a small dip caused him to drop a few centimetres more than he was expecting.

“Are you hurt? You seem like you can barely stand,” she tried to hide the concern in her voice but she couldn’t help but feel worried for the so-far unemotive human.

He grunted again, “I’m full of med-x and stimpak. I’ll be okay. Just need some time. We find where they live, I shoot off a nuke at them and we skedaddle back to inform the Princess,”

He hopped across a small gap in the path, the Thestrals gliding over along after him.

“With any luck, we can cripple or maybe put an end to them in our delaying action.”

She couldn’t see his face, but she could hear the malicious smile in his slightly slurred speech.



They continued forward, eventually reaching the bottom of the ravine. No sunlight could reach them, the sky a barely illuminated slit at the top of steep slate walls.

Darkness preceded every little nook and cranny. As John led the way he’d sweep past each potential hiding place with one of his weapons.

The Thestrals moved in well-practised silence. Herself and Dark Goldenrod hugged the walls on the left side of the river that wound through the large crevice. Clementine, Wind Runner and Crystal Hoof came in-and-out of sight as they moved in tandem on the other side of the waterway.

Their armours steel and black alloy construction were well suited to camouflaging them in the dimness. The humans' exoskeleton doubly so, the young Lieutenant had difficulty in tracking his movements, despite her keen eyesight.

No creature of his size had any business moving as quietly as John was, his weight left large indents wherever he stepped, his languid movement seemed at odds with their situation.

Her ears twitched at every disturbance, a crow cawed high above them atop scraggly looking dead trees. A small complement of little birds and lizards scattered from the riverside as they passed.

The terrain began a small rise up a little path across a hill. Soft black earth seemed to expunge from the walls on their left.

John held up his left foreleg, his stubby fingers clenched in a fist. The meaning of the gesture was lost on her, she advanced slowly to find out more.

“John?” She spoke quietly.

“I’m seeing topographical evidence that this soil didn’t get to be here naturally. I think someone has excavated it. Possibly Changelings,” he was tapping away at the device on his wrist.

“Okay, we’ll take a look around – we know they like to occupy caverns and tunnels,” she gave a sideways flickering motion with her foreleg at those on the other side from her.

They paused for a beat, before gliding silently over to join them. Midnight leaned into the little group of bat ponies – John watched all around them for signs of trouble.

“Okay mares and stallions, here’s the plan; Clementine and Crystal, flank right along this hill,” she looked at the others,

“Goldenrod and I will hit the left side, Windrunner you go with John right up the middle. If we’re engaged, we fight together and drive them back. Questions?” She looked around at the chorus of head wobbles.

“I’ve got one.”

They all glanced at John suspiciously.

“Do Changelings give birth or lay eggs?”

She blinked once and frowned, “both we think, this really isn’t the time. Are you good?”

His head rotated back toward the hillside, “yeah.”

“Ok, let’s move.”

She accompanied Goldenrod with sabre in mouth, while the others ascended up the steep slopes of the dark grey soil. It was soft and she struggled to find purchase, her hooves sunk and she moved at a snail’s pace, so slowly it was actually an insult to snails. If they were attacked now, they’d be easy pickings.

Their side of the mound levelled out, melding into a small plateau, before ending at a large cave mouth. John had already reached the entrance, he had scooped Windrunner up in his free arm – the ponies legs flailed before sagging in defeat, John lowering him after.

Clementine and Crystal's hoof were on the other side, hugging the cliffside and cautiously approaching the opening.

They blended in well with the dark soil and grey rock walls, Goldenrod lead the way and the seven soldiers positioned themselves around the entrance.

“Looks like a bug-hole to me,” Crystal murmured.

She had to agree, the opening was a dozen meters high and several wide. Dark wax and hard mucus ebbed out of the opening, the unique decorative feature a dead giveaway.

“Okay, John – lead the way – we’re here for reconnaissance only. Permission to engage as a last resort – but we’ll have to fall back immediately or risk being overrun.”

She spoke despite holding her silver sabre in her teeth, an unnatural torch spilt harsh white light out of Johns helmet. He started to walk down the tunnel, the Thestrals followed with swords pointing outward and illumination gems barely piercing the darkness.

It wasn’t long before they had been completely swallowed. The tunnel was uncomfortably warm, and Midnight could swear she could feel slight vibrations through the soft floor like the very walls were alive.



She shivered. They rocked on for several minutes, the tunnel eventually opened into a fork, with several paths to take. So far, they hadn’t run into any bug horses, but she felt like they were being watched.

John scanned around with his weapon shouldered. The light attached to him cast shadows around the semi-circular convergence area, “Which way?” Several paths led in different directions. Left and right, one down, one up and a pair that forked forwards at different angles.

She inspected the openings, big enough for John to fit through, but otherwise, they gave no indication of what they would lead to.

“I guess we continue downward – head further into the hollow and see what we can find, try to keep out of sight. Deactivate your gems,” she sidled up to the hulking Commander, “can you see well enough without your light?”

He turned to her as the light extinguished itself, “I’ll lead, stick close and don’t lag behind – rest of you, don’t get separated.”



The small band of Thestrals followed closely behind the humans' armoured form, their eyesight was naturally well-accustomed to seeing in near-total darkness.

It was a solid fifteen minute decent before the tunnel passageway levelled out into a large rectangular room. The room was barren with the exception of a few pods that were half-sunk into little recesses in the waxen walls.

Tentatively, Midnight approached the nearest one. It was about as tall as a pony was long, made of a similarly dark mucus-y materiel as the rest of the hive. The pod had a thick membrane along the top, through which midnight could make out a shape inside twitch as she practically pressed her head against the pod's outer shell.

“There’s something inside!” Goldenrod whispered a little loudly and recoiled back from a pod of her own. John had pressed onwards toward the end of the room, dim yellow light spilt from a doorway.

Midnight was the second to enter a massively cavernous room. It had to be several kilometres across and so deep she could barely make out the shapes of Changelings as they flittered back-and-forth at the bottom.

She joined a crouching John on what appeared to be a balcony. It ran a ring around a gargantuan underground circular structure. The scale was monumental, an uncountable amount of organ-like black tubes and conduits linked the portions of the tower they stood upon with the secondary construct that dominated the centre of the hollow.

Small domed, bubble-textured green and yellow lamps stretched across the upper reaches of every visible branching corridor and passageway. As well as down the sides of the walls and helped them see the massive thing.

“Jesus Christ.” John exclaimed, Midnight had to agree, whoever that was. His tone perfectly portrayed the awe that she felt in seeing such huge underground construction. She wasn’t an engineer, but evidently, Equestrias ability to create underground cities was far behind the Changelings.

“It goes on for miles!” The others joined them and stretched out several body lengths across the balcony, each expressing quiet shock and disbelief.



She turned to John after serious thought, “how many of those explosives have you got?”

He turned awkwardly and swayed a little due to his armoured weight combined with his stance, “you mean my nukes?”

She didn’t blink, “the big ones, yes. How many?” She repeated the question.

One of his broad shoulder pauldrons slackened slightly, causing a giant belt of large spherical explosives with small box-shaped fins to slink neatly around his middle.

His helmet looked unable to tilt downward very well, she counted four steel orbs.

“Can you rig those to detonate together, or would placing them strategically work best?”

His expression was unreadable, but he glanced around the large room, “there,” he said finally. Pointing out five angled support struts that leaned from the outer walls and converged to meet near the ceilings middle.

“I can readily make these detonate remotely, this far underground they’d need to be set on a timer, as a signal couldn’t penetrate this much rock.”

“I won’t be using the nukes anyway as I’ve plenty of demolitions explosives, I also snagged an anti-tank mine. If I stick it against a pillar it should easily cut through it.”

The Thestrals all nodded with looks of satisfaction.

Or,” he began, “you fall back, I give you twenty minutes – don’t stop, just get out and start flying for Appleloosa. I’ll stay and plant charges on each pillar, fighting as I go – then I’ll use this,” he patted the Fat Man, “to destroy the last one,” He pointed at the one they were currently next to, “then I’ll get out as well.”

“Plan C,” Midnight said with a sense of finality.

“You’ll be killed, I’m not letting you throw your life away,” her eyes bore into him.

“I’ll be fine, I’ve trained for this kind of operation most of my life. I’ll move to set these up, I can detonate them locally from inside here. As the last one falls, I’ll exfil to the top of this mountain. Just be sure to have a carriage standing by.”

She started to argue but he cut her off, “you’ll only slow me down and risk the entire operation. I’ve got more protection and my weapons give me a serious edge. They won’t even know I’m here until it’s too late.”

She teetered, “you can barely walk!”

The human grunted as he stood, “It’s time for you to leave, Lieutenant. That’s an order.”

Goldenrod pulled her shoulder, “we can get a carriage and help him get out of here. Wouldn’t you love to cripple these bastards right now? I think this is our best shot.”

The other Thestrals reluctantly agreed.

“Damn it – this isn’t a democracy. Get out of here, now.

She looked up at him one last time, before turning to leave. Behind her, she could hear Frosted Whip wish him luck.

“Thanks,” he replied.



As they passed through the pod room, Midnight felt compelled to investigate.

“Let’s check out these things before we go – we could learn something.”

Clementine approached a pod at her gesture. She drew a small blade and used pressure rather than stabbing force, to pierce the edge of the semi-translucent screen.

A jet of pressured air escaped the hole she’d made, causing her to jump back in surprise.

“Careful,” Midnight admonished.

“Give me a hoof,” she beckoned Wind Runner, who started moving without hesitation.

Drawing his sabre, he started slicing along a seam which ran down the pods' side. It creaked and hissed as the air pressure equalised. Together they hauled open the front covering, revealing a grisly sight.

They both leapt away exclaiming in alarm, pointing their weapons at the newly revealed creature.

“Is that – Captain Sharp Wing?!” The smell of decomposing flesh spread out to wrinkle their noses.

“Sure looks like it,” her experience with dead ponies made her less affected by the stench.

She took a few steps forward, the form within was definitely a pony. The armour the corpse was set within was steel-grey, a Captain’s rank insignia adorned both shoulders. The decrepit skeletal equine had furred ears and bat wings, the flesh of which had started to recede. The tell-tale signs of age betrayed the identity of the body.

“Definitely him. Shit. Grab his tags.”

Clementine looked unsure but slowly advanced anyway. She reached the pod, carefully she lifted the small chain from around the pony’s neck. The little rectangle had scrawled equestrian across it.

“Captain Sharp Wing, 1st Lunar Guards,” she read aloud.

As if summoned from the afterlife, the formerly dead Captain burst into motion, a harrowing gurgling scream emanated from it as it clawed for Clementine.

She screamed, instinctually imbedding her sabre into the corpse and impaling it into its coffin-like pod.

It murmured in confusion as whatever twisted power attempted to order it forward and found it was unable to.

“He’s a zombie!” Clementine exclaimed, pulling her back-up sabre and holding it menacingly at the reanimated Sharp Wing.

“He’s certainly something,” Midnight examined him whilst staying out of his range. His eyes were white and milky, long dead flesh was exposed across multiple decomposing wounds. His face and mouth were hollow and wizened.

“Captain?” She tried, but he pawed unsuccessfully at the sabre that had bayonetted him to his cocoon.

“Captain Sharp Wing?” Crystal said, again eliciting no response out of him other than haunting groans and grunts.



After a time, Midnight broke the silence, “come on, let's get out of here. Sooner we return to Appleloosa, the sooner we can return to pick up John.”

In morose silence, the abandoned the grunting corpse of Captain Steel Wing, each did so with differing levels of difficulty. He had been one of their officers for years and had earned the respect of everypony in their unit.

They reached the fork, still devoid of Changelings. The trudged up the exit tunnel, the pinprick of light became blinding as they neared closer. Their pupils dilated to see in the darkness of the hive had now retracted into thin slits.

Emerging into the world and reaching the edge of the path once again, they wordlessly began flying for Appleloosa. She climbed high using powerful wing flaps, soon after the others joined her in a ‘V’ formation.

The world below seemed tiny and she thought of the possible outcomes for her bipedal companion should they return to late. This thought spurred her onward even faster, the others barely able to keep up – none of them voiced their displeasure, likely thinking the same thing.

* * *

John worked his way clockwise around the balcony, it was vaguely oval-shaped and gave him unparalleled views of the very alien looking structure that sank away further than he could see.

It took him far longer than he would have liked. After the bat-ponies had departed, he sprayed mining-grade explosives onto the first strut, before implanting a remote-detonation fuse into the hardening substance.

The beam was six meters across and became thicker the further up it went. He estimated he would need to blow the struts at their thinnest part and set a secondary explosive at the ceiling of the hive, bringing down tons of earth and rock into the chamber.

The DTP-50 Explosive Gel came in a 12-litre spray cylinder. Each litre would expand several times into a hard-orange crust, it always reminded John of icing.

It took him twenty-six minutes to reach the second strut, meeting no resistance along the way. He noted there weren’t any other entrances besides the one they had used, he wondered idly of the constructs purpose.

He had been passively scanning it as he manoeuvred across the balcony, pausing to spray detonation gel onto the second pillar.

He was getting readings he didn’t fully understand. It had a hull composition comprised of unknown organic components, also high levels of cellulose, resilin and calcium carbonate.

‘Chitin,’ he thought, with a little something ‘extra’.

He was also seeing radiation spikes, indicative of a power source. These readings were similar to those a starship would give off when the Anlace was performing a sensor sweep.

The reasons of ‘why’ were perplexing to John. Why would the bug-horses want to build a massive spaceship – the cost in resources would be enormous.

He filled away that piece of information for later. From the size of it, he doubted his little sabotage mission would completely cripple it, possibly just delay its construction.

He arrived at tower three, this one was unlike the last two in that it had an enormous, intestine-like pipe emerging out of the ship, carried along the struts curvature and up into the ‘roof’ of the hive.

It was semi-transparent and made a grotesque squelching sound as a thick liquid was pumped from the ceiling and down into the ship. John began generously spraying, making little patterns around the tube and the sides of the strut.



He continued onward, the potential use of a space-faring vessel to the Changelings a mystery. He didn’t encounter any bug-ponies, peering over the edge revealed many hundreds of them flitting between the giant ‘silo’ that John stood on and the strange ship. If that’s even what it was.

He’d been inside the hollow for almost an hour, Midnight and the others should have made it to Appleloosa by now he reckoned.

Support pillar four was like strut one and two. Bland, black mucus-y chitin, crisscrossing ribs moved ever outward along its length as it reared up for the top of the silo. John quickly interlaced it with gel, before moving for the last one.

He moved cautiously the entire way, considering how best to complete his final task without exposing himself too much.

Getting to the final demo site, he exited his armour, the exoskeleton hissed and clanked as it opened. John instructing it to remain that way in case he had to re-enter at speed or under fire.

The 12-litre canister was almost empty and rather cumbersome when used out of armour. He depressed a lever at the cans top, spurting orange foam that quickly expanded to fill every little crevice.

Thumbing in the pinprick-sized fuse completed his task. The canister of explosive foam came with a sling, John harnessed it to himself, his only weapon a laser side-arm. Unfolding a curved ice-axe, he began to ascend up the inside of the pillar.

It was a slow, arduous task; made more difficult with the distant sound of Changeling wings and their strange, chittering language. He had tethered a line of cord around his armour and unfurled it as he climbed.

John was completely exposed and a little defenceless. He used his feet to hook into the strut, but as it widened it became more difficult. His ribs ached, every pulling motion he made felt like having broken glass stabbing into him.

After several minutes of climbing, John arrived at a little crawlspace. It was large enough for him to squat and shuffle on his heels, using this area he sprayed the odourless foam around and into every little pore.

He feet sank into slime covered warmth, a musty scent reached his nostrils and nearly overwhelmed him, a smell like methane combined with ammonia hung heavily in the air. He tried not to breathe but was a little breathless from his pain and the climb.

Most disturbing of all was the machine responsible for pumping the liquid down into the ship. Several smaller tubes exited the ceiling, connected to a kidney-shaped organ. It was as big as a Chryslus Corvega and it suctioned in and out like a big black balloon.

John didn’t hesitate with layering it in the last of the foam. He was also interested in the science of this place, grotesque as its organic construction might be; he took tiny samples of the floor and walls. As well as using a swab on the pseudo-heart, storing them back within a little first-aid kit.

Leaving the discarded cannister behind, he plunged multiple remote fuses into the gel. Bidding farewell to the turgid smell and gross organ with a middle finger, he secured the paracord into the fleshy crawlspace along with his ice axe.

Hang-gliding along it smoothly using his forearms, he clasped his hands together tightly and raised his legs at the last possible second, slamming into his suit and nearly bouncing back into the void.

He caught himself on the edge, the impact sending jolts of muted agony through him. He clambered back to his armour. Getting back inside he breathed in the refreshingly clear recycled oxygen and ordered his suit to inject him with another dose of Med-X. The soothing coolness spread through his veins, causing his breath to hitch as the pain receded.





Reequipping his veritable arsenal of death-spitters, he stomped onward in the same direction he’d been going, bringing him a full three-sixty back to his starting point.

Just before the first support pillar, now over-flowing with continuously expanding foam, he turned right into the hallway they had entered from.

He came crotch-to-face with a column of Changeling drones. The lead bug gaped up at John, apparently not prepared for such an encounter.

John brought himself fully into the passageway, leading with his Gatling laser, it spooled up and began letting off energy bolts. The rate-of-fire overwhelmed the caged bug-horses, who could only hiss-scream as they faced certain death.

The two-dozen black-clad creatures fell within seconds. John held his fire and trundled upward along the tunnel over their corpses.

Emerging into the dimness of the pod-room, he activated his helmet-mounted torch and wished he hadn’t. The grisly yet curious scene betrayed the seriousness of his situation.

One of the pods had been cracked open like an egg, a pony corpse had been skewered with a bat-pony sabre that was in the process of being fed on by a Changeling drone.

The sudden illumination made them take notice of him, serpentine Changelings converged on John, spurred forward by the growl of a much larger commando.

They formed ranks. Five created a wall between John and those who tried to close the distance, suppressing him with magic blasts while the commando retreated up a vertical access tunnel.

A singular Changeling behind the others seemed to self-destruct in a magic implosion that collapsed Johns preferred exit route. He’d have to find another way.

The first who reached him died screeching as his hydraulically assisted kick broke both its neck and back. The force sent it hurtling into the firing squad, who scattered like bowling pins on a strike.

Three more approached, cautiously trying to find a weakness, he began firing before they had the chance.

Atomising death was spat out in a volley, cutting the bugs apart. He let off a few short bursts, the barrels clacked to a halt once he was satisfied none remained.

A shrill, ear-splitting klaxon sounded. It was more like a continuous, ululating scream – it spurred John onward. His path was clear, get through these tunnels, reach the surface, blow the explosives and kill any ugly parasite between him and there.

The Changelings use of wings meant they could build tunnels that were completely vertical between one section and another. John had wrongly assumed they were for ventilation.



He intended to semi-follow that commando and positioned himself underneath its exit. With a neural command, he fired his suit-integrated boosters at maximum thrust, jumping into the launch as he was catapulted upwards through the narrow shaft. He slowed his ascent just enough that he entered into view at a leisurely pace.

He was immediately fired on, orange energy shields flashed to life to ward off the attack. He’d emerged into a clone of the room before, vaguely oval-shaped with wall-to-wall pods and an entrance at either end.

Currently, two teams of Changelings occupied both doorways and had large pieces of chitin to use as cover from which they fired at him.

John crouched, his lower silhouette caused a few errant projectiles to whizz harmlessly overhead. He palmed a pair of fragmentation grenades in his left hand, charging forward – leading with his Gatling, John pitched both grenades at one group while he streamed laser-fire into the other.

The twin blasts vaporised the Changeling position, causing the waxen support around the door to crumble in like semi-melted concrete chunks. He stomped over the smouldering remains of the other team through the only usable doorway.



This one was another fork; he could go left, right, at a 45-degree angle downward or straight up another duct. The persistence of the alarm made John feel tense, his radar was alive with activity.

He hurriedly thundered along the downward corridor for about twenty-five meters. He took his single high-explosive mine and used pressure to force it into the soft material of the wall, about half-a-meter of the ground.

He armed it before rushing back for the shaft. A ghostly green glow began to stream from both ends, his radar displayed hundreds of red blips approaching his position.

John stood underneath the vent, activating his boosters sent him rocketing up the shaft – the siren blocked out by rattling metal and roaring thrusters.

His propulsion cut out, he fell short of the top and lunged out, catching the edge with an armoured hand. Chittering speech came from underneath him, he couldn’t look due to his armours limiting design. John had braced himself with his power-pack pressed into the wall behind and his Gatling laser wedged between him and the shaft.

He felt the eyes of black bug-horses on him, he drew his plasma pistol and blindly fired several shots down at them, receiving howling and hissing in response.

He holstered the side-arm, unhooked a fragmentation grenade and released it, letting gravity ferry it to the level below.

The explosion lit up the vent as he hauled himself into the next room, shrapnel bounced and ricocheted into the tube. This room was similarly sized; large tanks of orange and green liquid were pulled by more vein-like tubes in disgusting squelches.

He peered back down the blackened shaft, Changelings already hot on his heels. He fired down at them, the green plasma melted clean through several at a time, liquefying limbs and causing their owners to screech to their death as they began to fall.

He spun, reloading his pistol and holstering it. John brought up his left forearm, flicking through command algorithms with his mind he detonated the mine on the floor below. The resulting pressure wave blasted body parts and debris back up the vent before sealing it with sheer compressing force.



A single large blip on his radar lay in the next room, as he thundered past the semi-transparent chitin tanks, he raked them with laser fire, splitting them open. A thick viscous mix of foul fluid secreted out after him.

The chamber beyond was barren, the detail of the rest of the hive wasn’t present – the sole lifeform within hiding barely in the shadows.

It was a commando-type, that much was clear. John now had a grasp of the Changeling order, he’d encountered drones, officers and their equally lithe and muscular shock-troops. Commandos seemed to be at the top of the food chain as it were.

His suits auto-scanning revealed it was physically similar to the one he’d encountered in Blackwater, with a few tiny differences to make John conclude it was a different Changeling.

Unlike its smaller cousins, who were exclusively equipped with chitin-made blades. This one held a Naginata in its magic, a long staff with a full-length sword on the end. It displayed a few circling practise swipes as it paced back and forth along the far wall.

As it turned at each end of its pace, its head swivelled to always keep its slit-eyes on him. John wasn’t really interested in another sparing match, his ribs hurt when he breathed, he could feel them grating against one another.



He began to fire at the large creature, it reacted by disappearing in a flash of green energy and reappearing a second later close to John left.

He turned and chased the rapid-moving hostile with energy bolts, its teleported again – this time emerging directly behind him.

John span around fast, unable to fire quickly enough as the Changeling used his Naginata to bisect Johns Gatling laser, shearing it in two. The panic that flashed through John was quickly extinguished as he released the two halves and delivered a left-hook into the creatures’ head.

It whirled downward as John followed up with a vicious headbutt that sent the creature to the ground, John drew his laser pistol with speed that would make any gunslinger jealous.

He squirted off shots at the wriggling Commando, it snarled as its flesh was seared by the laser strikes. The Naginata flashed in front of John, his left arm shot out and deflected it away. He hurriedly moved forwards to try and finish off the Changeling, a rippling magic blast caused John to stumble just out of reach – giving the Commando enough time to roll backwards and regain its footing.

‘Fine,’ John thought, stowing his laser weapon and unsheathing his half-meter long combat knife. Its titanium-carbon edge would slice through power armour, he made a show of twirling it in his armoured hands and tossing it back-and-forth.

They rushed toward each other, the bug in rapid, zig-zag leaps and John in a fusion-powered charge. Their weapons came together, John used both outstretched arms to push the length of his blade against the Changelings.

He jerked his combat knife to the right, taking the Naginata with it. The Commando yelped through saliva-covered fangs as John jumped into a leaping-forward kick, striking the Changeling in the throat.

As it bounced across the hard-waxen floor, its eyes bulged and it grasped helplessly at its collapsed windpipe. John approached, the bug-horse thrashed in animalistic panic as its oxygen had been cut off.

He stood over it, watching coldly as the life faded from its eyes. He’d once seen a trooper have his guts shot out on a ridge. Unable to get to him over the machinegun fire, John had looked on as the soldier had died. He felt now what he had then; apathy. There wasn’t anything he could have done for the soldier then and he didn’t plan on helping this Changeling now.

He drew his sidearm, soundlessly the Commando died as a laser bolt drilled through its left eye socket and out the back of its head. Its squirming fell slack.



His involuntary sigh morphed into a gasp as fresh pain shot through his ribcage. The fatigue he felt was starting to take its toll. The tiredness he felt rushed away as his senses lit up with a stabbing agony through his midsection.

The Naginata had been speared through his back, about where his kidneys lay. Alarms blared in his helmet as he was auto-injected with a cocktail of drugs to stabilise John and cauterise the wound.

He staggered around, half a dozen Commandos flashed into existence, their formerly shimmering bodies now made solid.

‘Some kind of stealth-based magic,’ the voice in his head noted.

“You!” He slurred at the Changeling in front of him.

It was the one from the town. The wounds on her face had sealed and were now crisscrossing grey scars and her eye had become grey and sunken from the days earlier unarmed combat.

He struggled to make his hands meet, one over his back and the other under. With difficulty, he slowly pulled out the offending pole-sword. He brought it up in his hands and resisted the urge to snap it, his bodysuit sealed itself to prevent any further blood loss.

He had a single smoke cannister mounted just beneath the back of his neck, he signalled it to fire. The crack it made as it unleashed a smoke shell drew the Commandos attention, it bounced off the ceiling and blossomed into a thick white cloud.



John used the diversion to take a knee and unpack his nuclear catapult. He hefted it into his left arm, supported by his shoulder pauldron, with his plasma rifle gripped in his right.

He remotely detonated the explosive charges, the delayed compression nearly blasted him off his feet. Immediately following were secondary explosions – they sounded deep from within the hive, flames and debris carried up into their level.

The smoke cleared; John aimed his nuke-launcher at the centre mass of the domed ceiling. He fired, the bomb whistled for split second – his eyes were clenched shut and this time he was sent to the ground. The heat was oppressive, an alarm squealed inside his helmet, barely audible over the roaring of the miniature sun that was burning everything in the room.

He was on his feet, stumbling as a chunk of chitinous superstructure nearly crushed him, he activated his boosters and jetted the two dozen meters into the bright sunlight.

He was greeted with a view of Blackwater sprawling at the base of the mountain, the grey and black rock of the looming summit had a spiral of fluffy white clouds, their almost pleasant shape a real mockery of his situation.

Moments before touchdown on a small, flat mesa, he was shot down by a powerful energy strike. His energy shields popped as they failed, the green magic stripped most of his weapons away and burned off segments of his armour. The ablative coating, designed to reflect laser blasts and plasma bolts was melted off, it was like being splashed with liquid Gallium.

He impacted the ground hard and rolled twice, only stopped by a sharp rocky outcrop. His ears were ringing, his pulse was strumming heavily against his bodysuit, he felt wetness pumping out around his lower back.

A schematic of his exoskeleton flashed across his Heads-Up Display. He had several small breaches across his back and down his left side, the left leg actuator had also been severely damaged. His shields had overloaded and were non-responsive, along with a number of sub-systems that enhanced his combat effectiveness.

Next, he willed a status of his own body, it expanded over the red-highlighted power armour display and showed that John had extensive damage. Three cracked ribs, two badly at the back, second degree burns down his left side, muscle damage and a minor concussion.

A warning displayed itself prominently after John instructed the suit to dose him with a full hit of 230-421-M. A drug capable of pushing the user to beyond-human capabilities, considered immoral and even inhumane, the crippling pain and potential muscular and skeletal degradation a person could experience after warranted careful consideration before administering.

Johns artificially unbreakable bones and dense musculature would protect him; besides, he’d surely die if he didn’t.

“Dammed if I do, dammed if I don’t,” his croaky voice surprised him as he authorised the cocktail of super-drugs to be injected.

He winced as a large needle stabbed into his ass, flooding him with a substance that felt like having both fire and ice shoved through your veins. His skin tickled and burned, his eyes itched and his bones hurt. Beyond all that – his injuries faded to a blankness, his mind felt re-arranged and he began to steadily rise onto his feet. The power armour groaned and hissed as he rose, he took a double-step forward as his left leg refused to budge, instead, it dragged behind him.



Fire and debris rained around the mountainside, several explosions blasted chunks of rock high into the sky, they fell down like low-velocity meteors and caused the ground underneath his armoured boots to shake and rumble. From within the billowing smoke and fire that was ejected out of his emergency exit, three shaped emerged and landed across from him.

His usually sharp eyesight was a little blurry, it suddenly snapped into focus – three Commandos stood a dozen meters from him. At the forefront, the scarred visage of the one from Blackwater glared venomously at him.

A trail of metallic debris marked his decent back to earth, spare cells and parts of his weapons lay haphazardly in concentric patterns.

He dragged his damaged powered leg over to them, bending at the waist he pulled his laser rifle that was semi-buried in a soft patch of sand. It was remarkably unscathed, he popped it open as the three figures approached from the edges of his peripheral vision.

He yanked out the cracked crystal array, reaching into the busted-open cannister that handily laid against his right foot, he retrieved and inserted a new one. Closing the rifle and test-firing it by shooting one-handed at the approaching Changelings caused them to duck and weave, one hissed as he scored a glancing hit.

They looked about as battered as he was, the one he’d struck had a terrible looking gash across its chest and bits of smoking debris protruded out of its back. The right-most bug moved shakily with a long sabre held in its mouth, the tip of its horn was missing and it also bled from various wounds and burns across its leathery, hole-ridden hide.

Lead by the Blackwater Commando, the trio halted. She had fresh cuts on her forelegs and underside, little droplets of green blood leaving a trail behind her.



John panted, the power-assisted strength afforded him a lot less stamina than usual, already the effect of the drug was lessening.

Off to his left lay Blackwater, in the distance across the gorge was Appleloosa. A glinting speck far off in the sky was on-approach, hopefully, that was his ride out of here – he had to live to see it first, though.

The Changeling strike team were also watching the object with vague interest, they returned to looking at John as he spoke.

“Let’s get this over with, we don’t have all day,” his voice had a weird tinge to it, maybe he imagined it.

They mindlessly moved forward, attempting to approach him from three sides at once, he re-trained his weapon at the leader, as he’d unconsciously lowered it.



The tip trembled slightly, in unison all three burst forward with surprising leaps of speed – he fired at the scarred one, she zig-zagged as anticipated and John adjusted his aim accordingly, he was lifted and carried over her with the hydraulic assistance of a single leg and his fluctuating thrusters.

He raked the ground around her with laser fire, unable to hit her weaving form, a task made more difficult with the turbulence of his flight. Once landing, he turned and took aim.

He leaned into the weapon, its recoil not affecting him – short, sharp bursts flowed between him and the skirmishers who had taken to trying to outflank him. One ducked low to avoid a volley of lasers, only to be impacted a dozen times by a low-flying follow-up stream intended to catch it out.

It careened into the ground facedown and remained still, smoke ebbed from underneath it. The second skirmisher took to the air and quickly glided away into the smoke, laser bolts silhouetted it as they lit up the gloom – they chased it, a well-aimed burst traced a line across the bug-horse and the fly-wing sound ceased.

He refocused on the leader, the crisscrossing scar tissue on her face filled his vision as she collided with him, he half-ducked and she barrelled over his back, flailing uselessly at his armour with little blades. Pivoting on his one good leg, he squeezed the trigger as he aimed point-blank at its face.

Pzzt.

‘Fuck,’ the one-word thought summed up his situation as the serpentine Commando whirled toward him, its eyes widened, likely in the realisation that Johns energy cell was depleted.

Without any spare cells, John had to resort to his knowledge in fist-fighting, he prepared for battle. He swung his weapon by the barrel like a baseball bat, the Changeling was fast and narrowly avoided the buttstock as it whizzed near her face.

He lunged forward, the non-responsive leg prevented him from kicking properly and she leapt sideways past the sluggish limb, impacting Johns bad side with a rear-leg kick. He folded at the middle, landing on his back – he heard something snap and felt a shooting pain across his left hip.

He ignored the stabbing feeling, the drugs, adrenaline and will to live kept him moving. He rotated using his one-usable leg and lay pointing in the Changelings direction, he tapped his thrusters and he shunted across the ground like a 400kg sleigh, impacting her legs with a terrible force – she wheeled over and landed atop him.

She tried to recover by climbing towards his armoured head, but he pushed her back down with his arms and pinned her between his legs – he grasped a front foreleg in his armoured hands and used his legs to push her head away from it.

A magic blast impacted them both and sent them scattering away, preventing him from tearing her leg off.

The second Changeling had crawled through the smoke and now lay – barely alive – on a small rise on their side of the jet-black smog. John had rolled onto his front and performed a push-up to get to his feet again, his limp-leg making the task harder.

The Blackwater Commando mirrored him – she now had a noticeable limp that visibly hurt to move with, her face was a combination of pain and determination.

Slowly she hobbled toward him, a Naginata returned to her side in a burst of emerald magic, his combat knife materialised into his hand in a second – they clashed, steel parried against steel in a well-practised display.



She smashed her blade into his, striking him afterwards with the pole-end of her staff. The impact went largely unnoticed as he backhanded her in response, the crunch of metal on chitin left a momentary silence.

She retaliated by deflecting his knife hand downwards and thrust her blade against his midsection, following it up with a close-range magic blast that forced it between his abdominal armour slats and into his stomach.

He gurgled as the sword shifted and sliced into his insides, he shouted and brought both hands down into her skull in a hammer-fist movement, she deflated to her knees, John flowed suit.

They leant against one another, John heaved as he panted, his left leg was stuck straight out awkwardly as it wouldn’t bend, he rested his weight against his right knee and his opponent.

She swayed against his chest; her weight kept him from falling flat on his face he knew. Blood trickled from a horrid split in her head – through the wound John could see green-white chunks of an exoskeleton.



She lazily lifted her head, resting it against him their eyes met – they were slits, unlike the solid blue lightbulb eyes of the drones and officers, these were more like a bat-pony’s eyes with an added pupil behind the cat-slit.

John noted not hate or anger was present – through the haziness, he could make out what he suspected was grudging respect. Two warriors who were equally matched.

The sound of wing flaps caught his attention, several yellow blips on his radar approaching from the west, he pressed the Changeling back with his right arm, struggling to keep himself upright as she toppled backwards.



She convulsed and spasmed, choking sound emanated from her and John felt a pang of guilt. He’d killed in many horrific manners, usually out of an instinct to survive. But this fight was over, a combatant of Johns calibre was few and far between.

He looked left, his vision dimmed with the pain in his hip, stomach and ribs. A Royal Guard carriage was hovering near to the mountain, multiple Thestrals rushed toward them. The damage of the mountainside seemed to surprise Lieutenant Midnight.

Her now familiar face looked at him with worry, his hearing had mostly cut out and her words faded into a mumbled haze. Over her shoulder the now dead Changeling flanker lay still on the rocky perimeter, two Thestrals checked it for life.

Midnight levelled a sabre at the Blackwater Commando, she lay on her side much like a dog does when it sleeps, legs sticking straight down. She blearily looked at John, her side rose and fell with shaky breaths.

He crawled forward a little on his hands and knee, the act causing new bouts of soreness. He moved the sabre aside, Midnight remained silent but John couldn’t ignore the concern and confusion at the act.

His armour was ruined, large patches of it were missing, tatters of his ammo pouches remained as well as his first aide kid. He fumbled with it, ignoring the samples – he extracted his last stimpak.

Others had joined him and were talking to themselves; he fought against the impending unconsciousness and jabbed the needle into the Commandos upper leg meat. He depressed the plunger causing her leg to kick the air several times, she squirmed but otherwise made no move to escape.



Midnight's voice reverberated inside his head, “what was that?”

He couldn’t last much longer, he knew.

“She fought well – that might save her, might not,” he could barely speak.

They began to grasp his arms and haul him backwards, dragging him with surprising ease despite his size and weight. Midnight had sheathed her sabre as the Changelings eyes fell shut and collected Johns dinged up laser weapon, the others collected parts of his weapons that remained – carrying them to the carriage that had landed.

Another one hovered above them and a little away, John could see unicorns riding in the back with horns aglow with pre-charged spells.

* * *

He blinked, suddenly looking up at the sky. How long had he been unconscious?

A pair of Thestrals he didn’t recognise pulled away pieces of his ruined armour, a voice spoke – eerily distorted, colours at the edges of his vision flared and warped.

“He’s awake again, doc. Hit em’ with another sleep spell.”

His mind felt suddenly cold, like having ice water poured over your brain. He became exceptionally alert for a second before it all faded away.

Author's Note:

I edited this using Grammarly, but too tired to read through it. It is what it is folks.

(Edit; I left my notes at the end, whoops.)

Have a plasent day

-PaleFace

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