Vanished

Author’s Note; I don’t own MLP or RE, see? (Why did I suddenly become Al Capone?)

REGENERATOR 228

Chapter 1

The first thing that Regenerator 228 felt upon awakening for the first time was curiosity.

It knew some things: like Its relative location: a small Island surrounded on all sides by crashing waves and jagged rocks that were close to impossible to navigate to those who were not part of the Los Illuminados. It knew that It was called 228, because the Man in the Robes had called It that when the experimentation had begun.

It knew that there were things squirming in its body because it could feel them and it knew that they were called the Las Plagas because they told it so.

But other than that it was a completely blank slate: it didn't know what its name had been before it had been remade by the Man in the Robes, it didn't know what time of day it was, it didn't know how old it was (a day old, maybe?), it didn't even know what gender it was as a quick look showed only rough, gray skin where its genitals should have been.

228 staggered down the halls of the laboratory where It had been made, Its pulsating gait and rapid, uneven breaths echoing off of the cold steel walls, it approached a glass door that slid open when It came closer, 228 stopped and gazed at the spot where the door had been in wonder.

Where did the door go? it thought to itself as It tentatively reached out with one clawed hand, letting Its spindly, talon-tipped fingers touch the empty air. After a minute the door didn't return and 228 decided that it was okay to step through, the second that Its twisted body was out the door closed, but 228 had stopped caring, it was now much more interested in the scattered machinery that littered the ground in the hallway.

228 looked at the equipment with interest before a flash of red caught Its eye, It staggered closer to get a better look at the thing, it was cylindrical, topped with a hose/lever combo and it was about as long as 228’s forearm, It’s a fire extinguisher. it’s mind supplied the word and 228 wondered what else it knew.

It turned its head and looked back at the freezer that it had awoken in. 228 didn't know what had awoken It, but It was awake now and that was all that mattered.

But what about the others?

The thought came unbidden to 228’s already cluttered mind, the Regenerator looked at the frozen, slack faces of its siblings, Why haven’t they woken up?

ENouGH dawdlinG. hissed the voice of one of the Las Plagas, 228 thought it might have been the one in its stomach.

Why? asked 228, not even trying to talk aloud through the rather gruesome maw that now served as Its mouth, though It did have lips, thin and colorless though they were, It knew that talking would be nearly impossible due to the sheer number of massive fangs crowding Its grey gums.

YoU nEEd to HuNT said the one in his stomach.

YESssS HHuuNTT agreed the one in his lower back.

I CAN SENSE ONE OF THE UNPURIFIED NEARBY. said the one embedded in his mutated spine.

What can I do? It asked.

We HavE puriFIED YOu, said Mr. Gut, yoU aRe StRonGer, FaSter, you caN makE YouR LimBs LonGer and You CaN ReGeneRate any Limb Lost.

228 was about to ask more questions when It heard something: the sound was coming from down the far hall directly ahead of it, 228 cocked Its head and allowed the sound to become clearer: it sounded like footfalls on the concrete.

Hunger welled up in 228’s gut, a kind of hunger that was totally foreign to It, it burned and writhed and made 228 want to scream, the hunger drove It forwards, It’s breaths came out more erratic and It flexed Its clawed fingers, testing their power.

The footfalls grew louder and 228 was able to hear the intruder’s heart beating. When the intruder rounded the corner he stopped cold, 228 could hear his heart start to beat faster, He’s afraid of me. thought 228, feeling excitement bubble up in It’s gut as It began to walk forwards, making It’s pace more even in order to show the intruder who was boss.

As 228 got closer Its enhanced eyesight picked up several notable physical details about the intruder: he was tall, broad-shouldered and physically fit. His blond hair was done in an odd and somewhat silly-looking style and he held a gun at his side. His face showed clear signs of humanity with his normal-colored eyes and square teeth which were bared in a snarl.

228 opened Its mouth gave a snarl of Its own before It stretched out Its arms to nearly twice their length; 228 reveled in the tingling sensation that accompanied this act. 228’s powerful, clawed hands grasped the intruder by the throat and then began to pull.

The intruder leaned all of his weight backwards, leveled the gun at 228’s face and fired with perfect precision.

For a split second 228 wondered if the intruder had missed, but then the bullets hit Its head with such force that the entire upper half was reduced to mush, 228’s arms went slack and fell to the ground as the regenerator slumped to Its knees.

Leon S. Kennedy let out a relieved sigh and was just starting to holster his gun when the body began to move.

As one of the few survivors of the notorious “Raccoon City Incident” he had witnessed the same kind of movements when he had first shot a zombie. He had shot the rotting carcass in the chest with a shotgun and it had been knocked to the ground by the impact, Leon had turned to leave, fancying his job done and knowing that no living human could have survived the attack.

But, as he was about to find out, his assailants weren't living at all.

With a groan the corpse rose to its feet and that was when Leon’s world changed forever.

After that he had learned three very important things about life: the world was full of evil people who would put millions of lives at risk in order to make a quick buck. The things of nightmares didn't always stay confined to the shadows under the bed.

And the dead can only be killed by removing the head or destroying the brain.

But this creature wasn't a zombie, he hadn't even seen a zombie since he arrived at the village, but the new creatures that he had seen where far worse than any of Umbrella’s genetic abominations: parasites turning normal people into bloodthirsty psychopaths, half-invisible insects the size of ponies, giant carnivorous trout and wolves with tentacles.

And now there was this thing with its red eyes, sharp teeth, grey skin and freaky elastic arms.

Leon’s jaw dropped as the creature rose to its feet as the muscle tissue around what remained of the lower jaw expanded and knitted itself back together, within 1 second it had recreated the gums and most of the cheeks, at 2 seconds the eye sockets were completed with the bone of the skull being formed out of seemingly nothing and at 3 seconds the skin, eyes and fangs had reformed completely.

The creature let out a hoarse roar and got to its feet. Leon started to raise his gun again, but the creature was faster than he had anticipated and its loathsome body collided with his own with the force of a cement truck, Leon was hurled to the floor several feet from where he had stood with the creature straddling him; his gun had been knocked out of his hands and was now lying out of his reach.

I hope it doesn't have any extra tricks. thought Leon as his hand went to his knife.

Then the creature unhinged its jaw with a sharp CRACK!

“Aww, shit.” cursed Leon as he yanked the knife free. The creature lunged forwards just as Leon threw himself back, the beast’s steak knife-like teeth snapped shut just an inch from his face, Leon flipped the knife so it was facing up, then he drove the blade into the creature’s sternum. The knife slid between the thing’s ribs all the way to the hilt, but it didn't have much of an effect outside of making the creature roar in pain.

Leon withdrew the knife, the blade now slick with black blood, before ramming it home again. This time the monster’s reaction was much more violent, it reared up and slammed a fist down on the concrete an inch from his head, the blow was strong enough to leave a small crater in its wake.

Leon flipped the knife again and sliced his foe’s wrist, finally the stupid thing got the picture and rolled off of him. Leon leaped to his feet and backed away as the thing followed suit a second later,

Leon took out his Uzi and aimed it at the creature’s stomach, the thing growled and moved forwards.

“I’m gonna kill you, one way or another.” Leon said in his most menacing voice, the creature’s muscles tensed up, it took one step, then two…

Then there was a flash of rainbow colored light and his foe was gone.

Leon stared at the spot where the creature had been, wondering if it was the infection raging through his bloodstream making him hallucinate or some kind of new weapon that Saddler had made being demonstrated.

Or maybe it’s aliens. thought Leon with a small smirk, After all I've been through little green men wouldn't really surprise me.

Then, with a sigh that could only be made by one who had just about enough weird shit for a lifetime, Leon walked down the hallway and picked up his fallen gun and walked away, trying to ignore the spot of incredibly odd good luck he had just received.

Everfree

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REGENERATOR 228

Chapter 2

Within the dark depths of the Everfree Forest something stirred.

228 awoke with a low moan, It sat up and began to rub Its bald head, momentarily forgetting the talons on Its hands, 228 hissed when It felt the talons slice cleanly through the skin, I wish the regenerations numbed the pain. It thought as it rose unsteadily to Its feet.

228 looked around, taking in the sight of the dark and gnarled trees, the soft grass, the moss-covered rocks and the small stream that lay nearby for a full minute before the realization sunk in.

I’m not in the laboratory anymore.

Panic set in as 228 began to walk around the clearing, using all of Its enhanced senses to try and find something familiar, anything. But all It heard was the breeze whistling softly through the trees and the faint sounds of animals scurrying through the tall grass, all It saw were more trees and rocks, and all it smelled was fresh plant life and a faint smell that It couldn’t place, though it was familiar.

With a sudden flash the memory attached to the smell came back to It: It was the smell of rainwater.

Then, for a single second, the memory of that smell brought a flurry of other basic memories:: It could now remember the names of the other countries outside of Spain, the names of all of the famous people that It had ever heard of, the number of days in a year and how long a day was.

228 shook Its head in surprise and almost fell to Its knees at the sudden rush of memory, nausea threatened to overwhelm it and the sound of Its heart racing drowned out all others.

It took a few minutes before 228 could make the thundering of Its heart quiet and it took a few minutes more before It could stand up straight.

Why did that happen to me? Is that what it feels like to remember?

228 put both hands to Its head and moaned low in Its throat, pressing Its fingers to Its temples in an attempt to stop the painful headache that was now pounding on the inside of Its skull. 228 briefly wondered if pulling Its head apart would make the pain stop, but 228 decided that it wasn't worth the extra pain.

A loud BOOM!! made 228 forget his headache, the regenerator looked up just as the first drops of rain his Its face, followed by a flash of blue lightning. 228 hissed at the sky, but It knew that there was no way to intimidate something as powerful as a thunderstorm into submission.

I need shelter… I need to hide.

228 turned and walked into the dense thicket of the forest, trying not to let the sound of thunder disturb It.

An hour later 228 found Itself at the base of a tall mountain, the regenerator scanned the sheer side of the rocky outcropping where It had taken shelter, Its enhanced vision allowing it to see a few handholds that most might miss.

I could climb that, but the storm, it’s still going on- all that noise and the lights… 228 winced as another bolt of lightning cut through the dark sky, 228 peeked out and craned Its head, trying to see more.

It wasn't long before It spotted the cave, giving the best smile that It could, given the shape and size of Its mouth, 228 crept out from under the outcropping and proceeded to climb up the sheer mountainside with the deftness and agility of a spider, it took a while, but 228 managed to crawl up and into the cave.

The inside of the cave was dark, cold and dry, it was not particularly pleasant, but it was shelter from the thunderstorm and 228 was happy for that. After digging a small pit in the soft sand that made up the floor 228 curled up and fell into a deep sleep.

The sun was bright, the wind was cool, there wasn't a cloud in the sky and the sound of birds filled the air.

It was, in short, the perfect day for a picnic.

But the beautiful day would not last.

He could see the villagers approaching him, their red eyes reflected in the light of their torches, they were all pale, dirty and they reeked of rotten meat, they chased him down, they threw their rusty farming implements at him and they shouted unspeakable things at him.

He ran to the nearest house, that of Dr. Salvadore, and opened the door, Salvadore was crouched in a pool of blood and viscera, he looked up, the sack covering his face obscured everything but his eyes, which gleamed with madness.

He watched in horror as Dr. Salvadore reached out, picked up the bloody chainsaw and started it, then the masked maniac charged with a yell that didn't sound human…

228 woke up with a gasp, the first thing that came to his mind was: I’m a he?

228 didn't know how long he sat there, mulling over his newly remembered gender and the slew of images that came with it, but the only thing that roused him from his thoughts was the rumble in his stomach.

I need meat. he thought as he rubbed his gut, 228 peeked his head outside the cave and saw, to his relief, that the storm was over, he hadn't even noticed that it had blown over.

The crawl down was just as easy as the crawl up and 228 found himself creeping through the dense woods, as silent as a specter, and it didn't take him long to find some good meat in the form of a large turkey.

228 readied himself and then pounced with the speed of a jaguar, but, incredibly enough, the damned bird hopped out of his path and caused 228 to slam into the ground hard enough to make his fangs click together, the regenerator snarled and tried grabbing the turkey again, this time using his stretching ability, but the stupid animal avoided him yet again.

Meat, I need the meat, so hungry… 228 thought as he lunged after the turkey.

228 finally caught the turkey just as it was heading for what he assumed was a clearing, he lunged forwards and stretched his neck out, unhinging his jaw as he did, the stupid bird was dead in an instant and was swallowed bones and all.

228 had closed his eyes when he was chewing, but after he had finished he opened them to find himself staring at a winding dirt road, 228 looked at the road for a second before deciding to venture out, his natural curiosity was piqued and, with incredible speed, 228 leaped out from the trees, crossed the road and hid among the tall reeds on the other side, he waited and listened for what seemed like an eternity before he began to creep in the reeds, moving along the road, but staying out of sight.

As he walked he began to think: What if the road leads to a bay near the…. what was it called? The sea? Yes! What if this road leads to the sea? Will I have to go back? What about other Unpurified? They’ll try to kill me if they see me and I can’t kill ALL of them… can I?

228 was so deep in thought that he didn't notice the not-so-subtle change in the scenery until a drop of something brown hit the back of his hand, 228 cocked his head and brought his hand up to his face, he sniffed the drop, the slits that served as his nose flared open and he took in a rich and very familiar scent.

Chocolate? No… chocolate-milk? Yes! It’s chocolate milk- where did it come fr-

His thought was cut off by several more cold drops landing on his head, 228 looked up and found himself looking at a large, pink cloud that was hovering above him, 228 could see the chocolate milk raining from its bottom, the regenerator stared at the pink cloud for a few moments before stepping onto the road to avoid it.

There is an old saying in Equestria: “Those who are unnatural can sense the unnatural.”.

228 was definitely not natural and he could sense the strange and chaotic energies that were being given off by the cloud, 228 wasn't exactly pleased by the feeling and moved away from it.

Of course, had he been paying attention to where he was going 228 would've seen that the roads were now made of bubbly soap, so 228 fell on his misshapen ass the second he applied pressure to his leg. the next three and a half minutes were spent trying to gain a proper footing by standing up until 228 realized that he could just move back off the road.

Soon he came upon a turn in the road that was partially obscured by a large, sloping hill, despite the size of the hill he could still make out several shapes of various buildings, all of whom were cast in a pink light by the pink clouds that hung in the sky, all of which were raining chocolate milk.

228 wondered if this was all some part of Saddler’s design, but then he turned the bend and immediately left all of those thoughts behind.

The soap road continued into the town, where it merged with the checkerboard ground (Why did the people tile the grass?), the buildings were… in an odd condition to say the least, as those that weren't upside down were floating in midair like those puppets with strings that 228 couldn't remember the names of, only there were no strings that he could see.

228 prowled into the town, the smell of chaos putting him on edge.

The checkerboard ground make squeaking noises when his left foot hit it and emitted raspberry sounds when his right foot made contact, which erased any hope of stealth that he might have had. As each noisy step brought him nearer to the town’s center 228 began to notice more odd things: like the lack of villagers, the odd way that the tiles changed colors every few seconds and the fact that, although it was day out, he couldn't see the sun.

Suddenly 228 heard the found of many footfalls approaching him, he turned and sprang out of the way just in time to avoid being trampled by a herd of…. long-legged bunny rabbits?

228 watched as the bunny stampede rounded a corner and disappeared with rapt fascination, Where those mutations? But, if they were, then they weren't made with Plagas, I would have been able to smell them. 228 heaved an exasperated sigh at the new questions which were already adding to the ever-growing mountain in his head, he continued on his way, occasionally looking through open windows to see only darkness and the dim shapes of furniture.

Soon 228 began to grow hungry again, he wished that he could find that herd of bunnies again, their legs may have been bony, but the rest of them looked plump enough to be filling.

No sooner had the thought left his mind when he turned the corner and beheld something was was far bigger than a bunny.

It was a large, purple horse walking down the road with its head hung low.

Finally thought 228, beginning to drool,

FOOD...

First Contact

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Regenerator 228

Chapter 3

They were gone.

Rarity, Applejack, Pinkie Pie, Rainbow Dash. Even Fluttershy of all ponies.

Gone.

Because of Discord.

Twilight would have ground her teeth in anger had she not been so utterly miserable, the sadness of losing her friends to the Spirit of Chaos lay over her heart like an iron pall, it weighed her down, made her look at the ground and her hooves as she walked, as if in a trance, back to her library, her home.

Home. Can I still call it that after all that’s happened? Can I call it a home when all that I have has been torn away from me?

You still have Spike. offered a part of her mind that had not been clouded by Discord’s corrupting magic and Twilight’s own sorrow.

Spike IS like a brother to me. she thought, allowing a single ray of hope to pierce the darkness, but that hope was snuffed out,

But he isn't like the girls, he and I don’t have as much in common and-

And what? YOU raised him, he is YOUR friend and he DOES like you as a friend. As for the girls, who’s to say that there still isn't hope that you can redeem them?

After what they said and did? I’m not sure that they’d ever accept me again.

They were corrupted by Discord, Twilight! You are too, just try to remember all of the good things that they’ve done for you and all the good that you’ve done for THEM.

“Like what?” She said aloud, her voice strained with unshed tears. “ Like alienating Rainbow Dash by pretending to be Mare Do Well? Like scoffing at Pinkie when she said that Gilda was mean? Letting Trixie make a mockery of my friends or not stopping them from heckling her in the first place? No, I’m a terrible friend and… and they don’t deserve me.”

Tears came to Twilight Sparkle’s eyes as she slumped to the ground not a foot away from her door, she let out a low moan that gradually built until it became a wail of anguish.

Do horses cry? thought 228 as he watched the tears flow from the purple horse’s overly-large eyes, which were squeezed shut as if in pain.

228 had been creeping up on the horse for a bit now, taking his time, waiting for a chance to strike, anticipating the feeling of her warm blood in his maw.

But then she, he was sure it was a “she” because of her feminine voice, had said those things about not deserving friends, which had been followed by her bursting into tears. Now 228 wasn't sure if he could call her “food” anymore, he wasn't even sure what to think of this odd creature. He looked closer at her and saw the small horn protruding from underneath her long purple and pink mane.

The image of a horse with a horn was… somehow familiar to 228, but he had no clue why. He could also see that her fur wasn't actually purple, it was a sort of purple-gray mix, like her natural color had been muted, -Maybe this horse thing has fur that changes color to match what she’s feeling? - he wondered as he moved a step closer, Maybe she’s just like a human and I should eat her anyway?

No… that wouldn't be right…. but I don’t know why. thought 228, his hairless brow furrowing in annoyance, since when had he started to deny his natural hunger? Shouldn't the Plagas be telling me to eat her? Wait… have they even talked to me once since I got here?

The realization that the Las Plagas within him had been silent hit him like a ton of bricks, 228 lifted a hand to his face, almost expecting to find the rough, gray skin and talons to be gone, but they were still there.

228 looked back at the purple horse and stared into her eyes, he saw more than just an animal, her lavender eyes contained an incredible amount of intelligence, sadness and fear.

The fear was probably because she was looking… right… at him.

Uh-oh.

The purple horse let out a scream that could have shattered glass before bolting into her home (which 228 just now realized was a very big tree with windows and a balcony)

Twilight had only just stopped her wail and was starting to cry again when she felt a presence behind her.

She knew right away that it wasn't one of her friends: even if they were Discorded they still would have hailed her or insulted her or something.

It’s Discord, he’s come to gloat. she thought angrily as she turned to confront the draconequus, but it wasn't Discord that she saw standing before her, it was something wholly unexpected and wholly terrifying.

The creature- that was the only word that could truly describe what it was- stood a full five feet taller than her, it was naked, but lacked genitals, its skin was gray and scaly, its long arms dangled at its sides in a manner that she could have mistaken for nonchalant had she not seen the muscles bunching under its skin

Its face was the worst aspect of it, however, it lacked a nose, instead possessing two slits set into the flesh like they had been carved there. Its mouth was massive and filled with teeth that were as big as her horn, its eyes were long and cat-like, with red sclera and orange pupils that seemed to glow as it looked at her.

Its jaws closed with an audible SNAP!, the sound was enough to shake Twilight out of her fear-induced stupor and she bolted into her house, screaming like a banshee.

She shut the door and quadruple locked it, she levitated one of her bookshelves and her desk in front of the door, then she bolted to the window and looked out: the creature was looking at her house with a cocked head, almost like a dog.

A really, REALLY ugly dog. she thought as she watched the creature move and noted its unnatural gait.

She breathed a sigh of relief when the creature walked away, but that relief quickly turned to blood-shilling terror when a thought popped into her mind, What if that thing goes after one of my friends? Oh sweet Celestia it could KILL THEM!!

Twilight immediately began to look for a weapon, she knew a few offensive spells, but she had never used them and she didn't entirely trust herself not to get any of them right considering most of them required a clear head, she looked through her broom closet, but didn't find anything, so she went down to her lab to see if she could make something useful, but the fear kept her mind from settling. Finally she gave up and raced up to her library.

Spike had woken up and was now in the kitchen cooking, at the sight of the little dragon Twilight gave a relieved sigh and ran to him, pulling the little drake into a hug before he knew that happened.

“Uhh… Hi Twilight?”

“Oh Spike, I’m so glad you’re okay!” Twilight said, feeling a few tears leak from her eyes, Spike, bless his little heart, caught on to his adopted sister’s state of mind and wrapped his arms around her in a tight hug.

“Are you okay?” asked Spike, pulling away and looking her in the eyes, Twilight shook her head and said, “I’m afraid for my friend’s lives and I need to go find them, but I don’t know what I can do to help them!”

She pulled away and began to head to the door, Spike followed her, “Is is Discord? Is he going to hurt them?” he asked, Twilight shook her head.

“I don’t think physically hurting somepony is his style, but I doubt I can say the same for the monster that I met a few minutes ago.” Spike looked at her with interest and opened his mouth, Twilight knew what he was going to ask and shot him a look, “No you cannot come Spike. This thing is dangerous, you didn't see it and I thank Celestia for that.”

She walked to the door, did a quick breathing exercise, then she looked at Spike and said, “Promise me that you’ll lock and barricade the doors.”

Spike nodded and Twilight stepped out of her library and into the chaotic whirlwind that was Ponyville, knowing that, one way or another, she was going to meet a monster and save her friends whether they wanted saving or not.

The Annoying Flying Horse

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Regenerator 228

Chapter 4

The day was growing dark, the houses were still floating, the herd of bunnies was long gone and 228 was getting even hungrier.

He had looked in the windows of all of the houses, he had looked in each ally, he had even lifted a few big stones to see if there was anything even remotely edible underneath, but there was nothing.

228 hissed through his clenched fangs as the first of what would probably be many hunger pains shot through his gut.

If I don’t find any meat soon I swear I’m going to start eating myself. Actually, that might not be a bad idea, since I can regrow anything I lose I can just keep eating myself until I’m full!

With hardly a second thought 228 raised his pointer finger to his mouth and bit down.

And spit the severed appendage right back out.

UGH!! I taste horrible! he groaned in his head as he tried in vain to get the cloying, bitter taste of his own mutated flesh out of his mouth; to him it tasted like corruption and he never wanted to taste something like that again.

228 walked until the number of houses dwindled to only a few every couple of blocks, he still checked the windows and looked in every nook that he spotted, but he knew that it was hopeless.

He was seriously starting to consider going back to the tree to find the purple horse when he saw it: a large house that sat by a calm little river.

The house was covered in so much grass it looked like a large hill, but 228 could see the many shuttered windows that dotted its surface as well as the red door that stood at the bottom, but the house wasn't what caught the Regenerator’s attention: it was the sheer number of bird houses that were stationed on nearly every surface.

Birdhouses meant birds.

Birds meant meat.

228’s long, black tongue slithered out and whetted his lips and teeth as he began to shamble towards the house.

Twilight raced down the streets, ignoring the odd sounds the tiled ground produced when she ran.

Her friends were in danger and she HAD to save them.

Who knows what that monster could do to them!

Where did it even come from? I've never even heard of a creature matching that thing’s description before and I’ve read every single book on every single species in Equestria!

Oh Sweet Celestia what if there are more of its kind out there?!

The thought made Twilight gallop faster.

228’s brief hope of finding succulent bird meat had been crushed.

He had checked all of the bird houses and had only come across a single sparrow which had been more skin and bones than meat.

With a frustrated growl 228 turned and walked to the bridge that arched over the small stream.

Had he not been burning with hunger, 228 might have found the sound of the gurgling stream relaxing, but, due to his current situation, the sound only reminded him of a growling stomach, which definitely didn't help its current situation.

228 was just about to start the trek back into town when he saw the lithe silver forms swimming in the clear water.

I recognize those things, I can’t remember their names, but I can remember seeing some of the Ganados eating them back before… before what? thought 228 as he stared at the creatures swimming in the stream.

His thoughts were interrupted when his stomach lurched violently.

Meat first. Thinking later.

228’s arms shot out, extending and slipping under the water with hardly any sound. Within seconds his talons pierced the fish’s little bodies and he was able to haul them out. There were 6 of them; all were dripping and still wriggling.

228 unhinged his jaw and swallowed all of them, feeling pure elation as the slick fish guts and splintered bones filled his belly. Moaning in delight 228 repeated the process 2 more times.

He was just reaching out for a third helping when he heard a voice say “What the buck are you doing on. My. Property?!?”

228 turned, half-expecting to see the purple horse from earlier, but instead he saw a butter-yellow horse with wings floating at face-height with him, her face set in a dark scowl. 228 noted that her fur was also gray-ish.

Being unable to talk- at least as far as he knew- 228 just stared at her, hoping his terrifying features would make her leave.

No such luck.

“Well? I asked you a question, freak!” she hissed, fluttering closer to him, 228 got up and tore a fish loose from his middle talon, he held the bleeding creature up to her face and let its death throes speak for him.

For a split second 228 thought he saw a flash of horror flit across her face, followed by a slight dilation of her pupils, but it was gone in a flash and the scowl returned.

“So you’re trespassing, huh?” she growled, getting in his face, “Well I don’t like trespassers.”

Wow. thought 228 Either she is very brave or very, very stupid.

Then she said, “I’m gonna kick your flank you snaggletoothed, freaky jerk!”

228 regarded the horse for a minute before letting out a hissing, gurgling laugh, then he turned and started walking away.

“Oh no you don’t!” shouted the pegasus, taking off after 228, who had resumed his meal.

Twilight Sparkle stood outside the darkened Sugarcube Corner, she had tried banging on the door, calling out for Pinkie and even singing Pinkie’s own “Smile Song”. But nothing had worked. Pinkie hadn't even so much as made a sound from inside her home.

Twilight sighed in frustration, There has to be a way to get her to come out! she groused internally, trying once again to peer through a window and once again seeing absolutely nothing.

Unless…. oh I’m a moron, a world-class dumbo, a complete and utter- she’s not here! Since she’s been Discorded, it would make sense for Pinkie to leave the place that makes her laugh and smile the most.

Now that she’s all mopey and depressed she’ll probably head for a place that suits her new personality. So…. where is the most depressing place in all of Ponyville?

The answer came to her the second she thought of the question.

“It’s the train station.” said Twilight, voicing her epiphany as she began to gallop in the station’s direction.

“I’m going to tie your tongue into knots, put butter in your eyes and-hey, are you paying attention?!”

I wonder if I could swallow her whole. thought 228 as he continued his walk.

The Annoying Flying Horse was still following him, even after he had left her property. She had tried to dive bomb him a few times, but her frail little body had just bounced off of him, so she had resorted to making ridiculously over-the-top threats that didn't phase him in the slightest.

But there was something rather unusual about the way that the threats sounded, it was almost as if the Annoying Flying Horse wasn't used to threatening. 228 could hear the ever-so-slight hesitation in her words and the scowl that she wore seemed to him like a very good mask.

It reminded him of how the Ganados looked after their Purification: they looked human, but if one looked close enough, one could see the Plagas controlling their every facial movement like a human sock puppet.

228 felt a sudden twinge in his gut, but he didn't know why. He knew that it wasn't the Plagas, because the twinge wasn't in the right spot and it felt…. deeper, somehow beyond physical pain. He knew that there was a word that was associated with the feeling, but he couldn't remember it.

I’ll remember eventually and…. is the Annoying Flying Horse STILL TALKING??!!

“-fter that I’ll-I’ll ….. do something else that you probably wouldn't like!” she said shakily, 228 turned to her and fixed his red-orange eyes on her teal ones. He held her gaze for a full minute before she flinched away.

That’s very interesting. he thought as he turned away, the flinching look told him everything: the horse was being controlled, though it wasn't by any Las Plagas. It was something else, something that made his skin suddenly feel ice-cold. 228 got the feeling that whatever was controlling the horse was far, far more powerful than even Osmund Saddler.

228 studied the horse, noticing that her scowl had fell a bit, he felt another nameless emotion well up within him, he felt like he needed to help the horse somehow.

But how can I help her? he thought, incredulous at the path his mind had been taking, And why should I? She’s a horse, she’s Food.

That word instantly brought the twinge in his gut back in full force, he looked at the horse again and saw the humanity in her big, aqua-colored eyes. He knew right then and there that he couldn't eat her or any of her kind.

So what do I do? he wondered, racking his brain for anything that might help him solve this new puzzle.

Then he remembered the Purple Horse.

Maybe this Annoying Flying Horse needs to be with more of her own kind! he thought triumphantly.

With startling speed 228 extended an arm and wrapped the horse in his grip, he pulled her in close and held her tightly to his side, she struggled and growled and even bit at him. Rolling his eyes 228 slammed her into the ground, not hard enough to break anything, but hard enough to knock her out.

Then 228 walked off towards the Tree-House with the Unconscious Grounded Horse under his arm like a very warm and fluffy purse.

Harmonic Restoration Part 1

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Regenerator 228

Chapter 5

Twilight Sparkle found a very sad and angry Pinkie Pie pacing around the train station.

Just like she knew she would.

Twilight cautiously approached her corrupted friend, Pinkie’s coat was gray, her eyes were bloodshot and-when she saw Twilight coming over- she walked with not an ounce of her usual bounciness and when she spoke it was with a harsh and angry tone.

“What do you want? Come to laugh at me some more?”

Twilight sighed and sat down a foot away from her friend, “No, Pinkie, I came because I’m really worried about you.”

“Pffft… yeah right.” Pinkie scoffed.

Twilight’s ears pinned down and she looked at the ground, wilting under Pinkie’s hateful stare. There has to be some way to break through to her, she thought as a dozen different ideas flitted through her mind. After a second she picked out what she thought was the best one.

“Pinkie…. do you remember when I first came to Ponyville?”

Pinkie’s ears, which had been flattened against her head, perked up slightly at this question and Twilight almost thought that she had gotten through to her, but then her ears lowered again and and she said “Yeah, so?!”

“So… do you remember how happy you were when you met me? Did you remember the party that you threw for me and how scared I was at first?”

Pinkie rolled her eyes, “Yeah, you were a real wuss, what’s your point?”

Twilight blinked hard to keep the tears down, but a few made their way out and trickled down her cheek, Pinkie’s throat constricted and her fur brightened a touch, but the gray was still there.

After a minute Twilight found her voice and continued, “My point is that you helped me through my fear, you made my day better, you made me laugh.”

“Oh I made you laugh, huh?!” Pinkie snarled “You mean you thought I was too silly to be taken seriously, you always laughed at me or behind my back, you even bugged me for a whole day about my Pinkie Sense and sweet Celestia it was obnoxious!”

Now Twilight couldn't stop the tears from coming, every word out of Pinkie’s mouth felt like a knife to her heart.

“Like a knife to the heart.” I've always wondered why anypony would use that expression thought Twilight, I guess I know now.

She didn't see the look of horror behind Pinkie’s eyes or see her fur brighten just a little bit more.

“T-Tw-Twilight?”

The words came out shaky and tearful, Twilight looked up and saw the pink bubbling up underneath the gray. Sweet Celestia, Pinkie’s fighting! thought Twilight, feeling her tears stop.

“Yes, Pinkie, I’m here.” she soothed.

“H-help m-me…. p-puh-please?”

Twilight felt her heart break a little when she heard the pleading, miserable and somewhat pained tone in her friend’s voice. Twilight went to Pinkie and took her head in her hooves. Twilight looked in Pinkie’s watering baby-blue eyes and said “Fight it, Pinkie, I know you can do this. Just listen to the sound of my voice, okay?”

Pinkie nodded weakly and Twilight began to recall every single time that she had helped them.

“What about Gilda? You were willing to give Gilda not one, not two, but THREE chances to prove herself as good at heart. Or how you’re always there for Rainbow Dash when she does some reckless stunt. Or how about when we got really demanding with Rarity when she was going to make us dresses for the Gala? You were the only one who was happy with your first dress.”

As Twilight talked the gray in Pinkie’s fur began to drift away and disappear like smoke in a strong wind.

Just as Twilight was retelling the tale of Pinkie and the Baked Bads she felt Pinkie’s forearms wrap around her, the normally bouncy mare laid her head against her friend and started to cry, Twilight immediately returned the hug.

“I’m so, so, so, so, so, SO SORRY!!!” Pinkie wept, the force of her sobbing felt like a series of blows to Twilight and she felt herself start to cry, too.

“I forgive you, Pinkie. You’re my friend and you’ll be my friend forever.” she said as she gently stroked the sobbing mare’s mane.

Pinkie looked up and gave Twilight a smile that could rival Celestia’s sun in intensity.

“Thanks, Twilight, when we get back I’m gonna throw you the best party ever! It’ll be better than the Grand Galloping Gala, I bet I could invite Princess Luna!”

Twilight smiled at her friend, “I’d love that, Pinkie Pie, but first we need to free our friends from Discord’s influence.”

Pinkie nodded and said, “Lead the way, Twilight.”

Knock Knock Knock

228 had been rapping on the door to the tree house for seemed to him like a small eternity, but no-one was answering. He had thought he heard a whimpering sound coming from inside, but that was probably the wind through the branches or something like that.

228 looked down at the Unconscious Grounded Horse, she was just as unconscious as she had been five minutes ago.

The Regenerator heaved an annoyed sigh and turned away from the tree house, Maybe I should just leave her here. No I can’t do that, what if something tries to eat her?

228 walked away from the tree house, still carrying the horse under his arm, he was thankful that she was so light.

He walked up to that he assumed was the town’s marketplace and started to look for another place to drop the Unconscious Grounded Horse off at, but the streets and houses were still dark and devoid of life.

I swear if you aren't thankful that I not only hauled you around like a furry purse AND didn't eat you… I’ll eat you. thought 228 as he glared at the unmoving horse.

The horse didn't reply.

228 snorted and continued his trek, not noticing the dark shape that was moving along the rooftops, watching him.

Twilight and Pinkie found Applejack bucking apples.

“Hi, Applejack! We’re here to cure you of that big meanie Discord’s yucky evilness!” exclaimed Pinkie, bouncing over to an obviously annoyed Applejack, who was trying to buck her trees, but not really downing any apples.

“Ah’m glad ya think that Ah need ta be cured” said Applejack tiredly, “But Ah’m fine, Ah promise.”

Twilight didn't need to see her friend do a very accurate impression of a chipmunk with its mouth full to know that she was lying.

“Applejack, please don’t make this difficult, we need you to help us, please.” begged Twilight.

Applejack shook her head, “Ah’ll help ya in just a minute, sugarcube. Ah’m mighty busy.”

Twilight raised an eyebrow, “Busy doing what? Knocking down three or four apples when you should be knocking down a few dozen?”

Applejack looked up at Twilight, anger blazing in her eyes, “Ah said… ‘Ah’m fine’!” she hissed.

Twilight sighed and trotted closer, “Applejack, I know that you’re in there and I know that you’re a fighter, so please: fight this.”

Applejack blinked owlishly and the gray in her fur faded a bit, then she huffed and turned to resume her work.

Twilight looked at Pinkie, who nodded as if she had read her mind; she knew that it was her turn. Pinkie bounced over to Applejack, who was now starting to sweat, Pinkie also noticed that her bucks were missing a whole lot more.

“Yes, Pinkie?” asked Applejack, exasperatedly.

“Hey, Applejack, I was just thinkin’ about some stuff and you know what I realized? I realized that I never made you personally laugh.”

Applejack stopped trying to buck the tree and turned to look at the pink party pony, “You've made me laugh before.”

Pinkie shook her head, producing a bongo drum sound, “No I haven’t, silly filly. I mean I've made you laugh, but I've never made YOU laugh, get it?”

When she saw that Applejack did not, in fact, get it she just sighed and decided that it would be better to show her.

Standing on her hind legs whilst placing her forelegs on her hips Pinkie looked Applejack dead in the eye and said, “Knock-Knock.”

Applejack blinked owlishly before hesitantly replying, “Who's there?”

“Pie!” said Pinkie, giving her Discorded friend a massive smile.

Applejack raised a brow, “Pie wh-”

A second later Applejack’s face was wearing a massive apple pie that Pinkie had produced from inside her mane. The farm pony growled and ran a hoof across her face to get the crush and apple mush out of her eyes. Pinkie could see the gray in her fur lighten a touch and she smiled, knowing that her tactic was working.

“Tough crowd, huh?” said Pinkie, sounding excited, “Well I’m gonna make you smile, Miss Saddy Pants, and you know that I’m gonna do it, because I’m Pinkie Pie and I always make ponies smile!”

Applejack started to retort, but Pinkie placed a hoof over her mouth and said, “Have I ever lied about my mission in life?”

That choice of words, coupled with the pure sincerity and seriousness in her tone, made Twilight do a double take. She had always known that Pinkie Pie was completely serious about her life goal, but hearing her state it with that much clarity and passion was surprising.

And it also strengthened her belief that Pinkamena Diane Pie was one of the best friends in all of Equestria.

Applejack’s eyes widened and her fur brightened a bit more.

“So, Applejack, waddaya say I start out with a classic? Here it goes: What did the bald griffon say when he got a comb as a birthday present?”

Applejack raised a brow and didn't say anything.

Pinkie continued, “He said: ‘I’ll never part with it’!”

The sheer corniness of the joke made Twilight snicker and she thought she saw Applejack bite her lip to keep from grinning.

“Why did the forgetful chicken cross the road?” asked Pinkie, “To get to the other side- wait, no that’s not it- to get eggs? No- Darn it!”

Twilight laughed and Applejack gave a small smile as even more of the gray melted off. Pinkie knew that she had Applejack on the ropes and decided to go in for the final blow.

“What do you call a fat psychic? A four-chin teller!”

Applejack burst into laughter as the last of the gray left her fur, Pinkie gave a squeal of glee before going up and wrapping her friend in a massive hug, a second later she was joined by Twilight.

“Thanks, Pinkie.” said Applejack, smiling through watery eyes at the party mare. “And thank you, too, Twilight.” she turned to Twilight and wrapped her in a tight one- on- one hug.

“It’s good to have you back.” Twilight said, smiling at the cowpony.

“It’s mighty fine ta be back, Twi.” exclaimed Applejack.

“Soooo- now that Applejack’s un-Discorded, who do we rescue next?” asked Pinkie Pie, sidling up to the two and darting looks between them.

Twilight looked at the two before saying, “I think we should go find a certain rainbow-maned speedster.”

Applejack nodded, “Alright, but wait- where d’ya think she mightiness gone now that she’s all disloyal?”

Twilight placed a hoof to her chin and was just starting to think when Pinkie said, “She’s in Cloudsdale!”

Twilight blinked at her before asking, “Why do you think-”

“Twitchy tail, tickly hooves (Hee-hee) and floppy ears.” interrupted Pinkie, making her tail spasm, bouncing up and down on her hooves and shaking her head really fast to demonstrate her tics.

Twilight and Applejack shared the now-famous “It’s Pinkie” look before turning back to their friend, “Alright, Pinkie… uhh… lead the way?”

“Yippee!!” cheered Pinkie as she turned and began bouncing away with Applejack following close behind.

Twilight stayed behind for a moment and watched as the setting sun painted the blue sky in shades of pink and orange. Two down, three to go. thought Twilight as she watched the colors deepen and expand, I just hope that Pinkie’s right.

Twilight heaved a sigh, then she stuck out her barrel, straightened her ears and followed after her friends.

The sun is setting. thought 228 as he looked at the colorful sky, he sighed in what could only be contentment as a cool breeze blew across his gray skin. The unexpected beauty of the sky, coupled with the breeze and the lack of annoying tile sounds made 228 feel… at peace.

He looked at the Unconscious Grounded Horse, whom he had set down on a patch of un-tainted grass, and felt a smile tug at his gristly, fanged maw.

This is nice. he thought decisively, returning his gaze to the sky. I don’t remember ever looking at the sky, but now that I’m looking at it, it’s- what’s the word...pretty?

228 watched with the kind of fascination that could only belong to a child as Celestia’s day slowly turned into Luna’s glorious night.

“It’s quite a sight, isn't it?” asked a thin, reedy voice from behind him.

228 turned his head a full 180 degrees and saw a very strange creature floating behind him. The creature was a mishmash of various different creatures: with a serpentine body, a lion’s paw, a scaly talon not unlike his own, a long red tail topped by a bit of white fluff, a reptilian leg and a leg with a cloven hoof.

It looks like some of the other experiments in the lab thought 228 as he let his eyes roam the creature’s odd body, maybe it’s like me? I guess there’s only one way to find out.

228 had never practiced talking before, but, if this creature was like him, then he needed to ask it where they were and why everything was so… chaotic.

The Regenerator opened his mouth and whetted his lips with his tongue, completely oblivious to the rather disgusted look that came across the creature’s face. The look of disgust was replaced by a confused grimace when 228 began his first attempt at speaking.

“Wh…. *hhhnnnngghh* where…. w-wuh-we?” he said, drool frothing around his fangs. The creature raised its other brow.

“Huh?” was its eloquent reply.

“Yuh-youuu…*hhheehhh*... l-like…*hhnn*... meeee?” asked 228, gesturing to the creature’s odd body, then to his own.

A third eyebrow popped up on the creature’s forehead and raised.

After a second or two the creature said, “Ummm… no, I’m pretty sure that you and I are not anywhere near related.”

The creature teleported in a flash and reappeared an inch from 228’s monstrous face. After looking him over for a second the creature shook its head, “Yeah, you definitely aren't one of mine.”

228 cocked his head and the creature continued, “You’re obviously from another world, I can smell the chaos on you, it smells a bit like…” here he stopped and sniffed before continuing “vanilla and butter-cream. Huh… I've never smelled chaos that smelled like that before. You must be from a world that’s very, very far off.”

The creature teleported again and appeared next to the Unconscious Grounded Horse, he looked at her and frowned, “My influence is fading.” he muttered angrily.

228 narrowed his eyes, HIS influence? Is that a ‘he’? I think it’s a ‘he’. So that means that HE did all this?

“Yuh-youuu…. *hhhaakkk*.... you di-did…. thissssss?” he hissed.

The creature turned around and smiled, “Why of course, my dear monster. Oh, I forgot to introduce myself: I am Discord, Spirit of Chaos and Disharmony, Master of Mischief and general, all-around Awesome Trickster and you are?”

“Hhhh-have….. no name…. only number…. 228” said the regenerator.

Discord smirked and began to slither through the air, getting closer to 228 and looking him over with keen interest.

“Hmmm…” Discord produced a measuring tape from out of thin air and measured 228 from head to foot, “Approximately 8 and a half feet tall,” he lifted up one of 228’s hands and examined his talons. “ nice set of claws”, he pulled 228’s mouth open and poked a fang with one finger, “ow… and really sharp teeth.”

Discord slithered back and clapped his paw and talon, “Yes indeedy, you’ll make a perfect tool to use against those blasted Elements of Harmony.”

228 started and opened his mouth to protest, even though he had no clue what the ‘Elements of Harmony’ were, but Discord snapped his fingers and a muzzle appeared over 228’s maw.

“Now just relax,” he said with an evil chuckle, “this won’t hurt. One. little. Bit”

Then he reached out and pressed a finger to 228’s forehead, smiling as he began to do the same thing that he did to the Elements.

Discord looked into 228’s red and orange eyes, knowing that those colors would be replaced by red and yellow: his eye color.

This is taking a bit longer than usual. he thought as he continued to stare into 228’s eyes, shouldn't he be my slave already? Ehh… maybe it’s because he’s from another world and I need to keep pouring some energy into him.

So Discord kept up the flow of corrupting magic.

A second later a wave of dizziness overtook Discord and nearly made him break contact, What in Tartarus was that? It felt like… something was responding to my magic, but that’s impossible, I can’t sense any inherent magic in this thing.

Discord growled in annoyance, not noticing the blank look on 228’s face or the dullness that clouded his eyes. Ahh to hay with it. I can find another slave. he thought angrily as he removed his finger.

The Spirit of Chaos turned to go, but a talon-ed hand shot out and caught his wrist in a crushing grip.

“What the-?!” Discord started to say, but then he saw the hungry look in 228’s unnatural eyes.

Why is it looking at me like that? wondered Discord, trying to keep the tiny seed of fear inside of him from growing.

“Hey, buddy, I know that I’m ravishingly handsome and all, but I prefer the life of a bachelor, so if you don’t mind..” he tried to pull away, but 228’s grip was like iron and he couldn't budge. “Alright, you asked for it.” said Discord, his patience having run out, he raised his fingers and snapped.

Nothing happened.

The seed of fear grew and started to tentacle out as Discord snapped again and again with no effect whatsoever. It was then that he became aware of an odd feeling that had been present the moment that he made physical contact with the alien creature, but had remained in the very back of his mind.

It was a sinking feeling, a tiring feeling, a draining feeling.

Oh no. thought Discord as the draining feeling increased, It can’t be, but it is. This thing is siphoning magic out of me! Oh sweet Faust, I've got to get out of here!

Discord looked around for anything that could help him, it didn't take him long to find something suitably big for him to use: said big thing was, in fact, an apple cart.

Discord’s tail stretched out and wrapped around it, then he lifted it up and brought it down on 228’s ugly head, sending a storm of splinters and squashed apple everywhere.

The blow did the trick and 228 released his hold. Discord leaped backwards, tapped into his reserves of magic and vanished in a flash, leaving 228 standing with a blank face and slack arms.

Overhead the last of the sun’s warm rays disappeared and darkness took its place as Luna’s night began.

And what a night it would be.

Harmonic Restoration Part 2

View Online

Regenerator 228

Chapter 6

228 let out a short gasp as consciousness returned to him.

What happened? Was that a- a “black-out”? he thought as he looked around.

There was something… different about his surroundings, but he couldn't place what it was until he turned and saw the patch of grass where he had been sitting and the Still Unconscious Grounded Horse.

I moved a few feet. Oh, well at least nothing happened while I was out. Though it’s a little disconcerting that I blacked out in the first place.

228 walked back to where he was sitting and picked up the Still Unconscious Grounded Horse, who squirmed a little bit and let out a tiny yawn that sent a wave of warmth through his mutated heart.

He looked at her and saw that the gray color was completely gone, replaced by a light-yellow color that made 228 think of sunlight… or maybe butter.

She’s been asleep for a while now. thought 228 as he felt her heartbeat through her soft fur, Maybe I should wake her up? No, I’ll find a safe place to put her and then I’ll go back to the forest to eat. I bet she’d be terrified if she were to see me and I’d prefer not to be hunted.

228 thought that he had worked out a flawless plan, but the sleeping horse chose that exact moment to wake up.

Discord sat on his throne, staring at the central foyer of the castle as it slowly took on more and more non-euclidean traits. He looked at the wrist where 228 had grabbed him; the skin was swollen and red, almost like he had gotten stung by a very large bee.

“That’s the first time in a thousand years that something actually hurt me.” mused the draconequus, impressed despite himself.

Discord shifted on his throne and aimed his fingers at a nearby chunk of ancient masonry, he snapped his fingers and the piece of stone was turned into a miniature dragon made of rock candy.

Well, at least my magic’s regenerated. thought Discord, smiling in relief as he watched the rock-candy dragon fly about the still-transforming throne room for a minute before being eaten by a window that had become a smiling mouth with sharp teeth. The window burped loudly and Discord chuckled, glad that he had gotten over his little issue.

Now to check up on my little ponies. I just love watching them go at each other; they’re so cute when they’re corrupted and- why can’t I sense my magic in them?

Discord’s relief vanished and in a flash was replaced by anger and disbelief; the disbelief vanished when he realized what had happened.

I had tethered little pieces of my power to each Element so that they would stay corrupted. 228’s little “power drain” must have cut all the tethers to the Elements of Harmony!

For the first time since he clawed his way out of the Void, Discord clenched his paw and talon into fists, raised his head to the sky and roared out one word, one word that perfectly encompassed everything that he was feeling at the moment:

“FFFFFFFFUUUUUUUUUUUCCCCCKKKKKK!!!!!”

Twilight, Applejack and Pinkie stood in the center of the now-abandoned Cloudsdale, all three feeling very small in the midst of the massive city.

“Where did everypony go?” asked Pinkie Pie, looking worried.

“Ah don’t know, but Ah don’t like this one bit.” said Applejack, shivering as a gust of cold wind blew across the street.

“Where do you think she’d go” asked Pinkie, looking at Twilight.

“I’m not sure. If I were Rainbow Dash, where would I go?”

“LOOK OUT BELOW!!” screamed a familiar voice.

Twilight and the others jumped out of the way just in time to avoid being crushed by a prismatic blur which hit the ground and sent up ripples of clouds that destabilized the trio of ponies, causing them to fall to the ground with simultaneous ‘OOMPH’s .

“What in tarnation?!” exclaimed Applejack, trying to steady herself after the ripples had dissipated.

She looked at the recently formed cloud crater and saw Rainbow Dash climb to her hooves and shake her head.

When she saw the damage that she had caused she grinned up at the trio sheepishly, “Heh, sorry about that, guys.” she said.

“What were you doing?” asked Twilight.

“I don’t know.” replied the prismatic mare, looking around at her surroundings confusedly, “Are we in Cloudsdale?”

Twilight raised an eyebrow, “Yes?”

Rainbow’s brow knitted, “How’d we get here?”

“Ya mean ya don’t remember?” asked Applejack, stepping forward.

“Nope, the last thing that I remember is being in the gardens and running into that jerk, Discord. Then I woke up and I was falling, I saw you guys and just barely got enough breath to call out; I’m glad that you heard me.”

Twilight’s mind was flooded with questions, most of which were answered when she actually looked at her friend and saw that her fur was as blue as fresh water with not a trace of gray in it.

“Rainbow! Y-your better?! How?” asked Twilight after picking her jaw up off the ground.

“What are you talkin’ about?” asked Rainbow Dash.

“You really don’t remember?”

Rainbow raised a hoof to her chin and scrunched her face up in thought. Twilight was about to tell her when a look of horror crossed her face.

“Oh. Sweet. Celestia…. I got turned into a jerk by Discord, didn't I?”, she looked at Twilight with eyes that were misting over, “He made me disloyal, didn't he?”.

Applejack trotted up and looked her friend and often-competitor in the eyes, “He made us all jerks, sugarcube.”

Rainbow Dash sniffled and began to tear up, Pinkie walked over to her and wrapped her forehooves around her in a tight embrace, “It’s alright, you didn’t mean to act all anti-loyal, it’s all that big meanie Discord’s fault.”

Twilight nodded, “She’s right, Discord corrupted all of us.”

Rainbow Dash wiped the tears from her cheeks and adopted a dark scowl, “That freak is gonna regret ever messing with me and my friends.” she said with a voice that excluded so much menace that Twilight shuddered.

Applejack nodded, “We’re with ya, RD. Let’s go kick some chaotic flank!”

“After we find Fluttershy and Rarity, and stop any minions that Discord might have.” corrected Twilight.

“Yeah! Wait, what do you mean ‘minions’” asked Applejack.

“I’ll tell you on the way.” said Twilight, her left eye twitching.

It was that little twitch that told Applejack that her friend was trying not to panic, though she didn't voice her realization. She knew that she could trust her friend to tell them on the way.

Then the four set off to go find their friends,

228 stared at the Flying Horse.

The Flying Horse stared back at him with big, blue eyes that glistened with the beginnings of fearful tears.

“Hhhh….. hhheello?” he asked, his fetid breath heating the Flying Horse’s face.

The scream that the Flying Horse unleashed sent waves of pain through his sensitive ear-holes, 228 instinctively dropped the Flying Horse with a hiss.

The instant that the Flying Horse landed she leaped back and unfolded her wings, she took several steps back whilst keeping 228 in her line of sight.

She hurt me! he thought angrily as the painful ringing began to subside, I tried to get her help, I carried her and THIS is the thanks I get?!

228 snarled, baring his blade-like teeth and narrowing his eyes to slits.

“What do you want?” asked the Flying Horse, trying to keep the fear from entering her voice and failing spectacularly.

“Wuh-wanted…. *hhhnnnggg*... to help...y-you.” said 228 indignantly, wincing as his long tongue scraped the inside of his fangs.

The Flying Horse’s eyes widened a bit, “W-what? R-really?” she stammered.

“Wanted…. to help…. you.” repeated 228, wondering if the Flying Horse was stupid of deaf.

The Flying Horse looked completely put-off by this. She tried to repeat what he had said, but no sound came out of her mouth, she shook her head, closed her eyes and then opened them, and then bit her lip and looked around at the chaotic town.

Finally she said, “Really?”

228 chuffed and placed his talons to his hips, “Yessss…. *hnnnnnhhh*.... wanted to h-help you. Y-you were…. *hhhssss*.....sssiickk… so I ca-carried you…”

The Flying Horse blinked owlishly before replying in a confused voice, “Oh, I see… well, thank you?”

228 smiled, or at least he tried too, and started to reply, but a noise from at the far end of the road that he was on; it sounded like something running towards him.

He turned around and saw another pony galloping at them: this one had white fur, purple hair and a horn not unlike that of the Purple Horse. 228 also noticed something that he hadn't noticed before: there were a trio of diamonds on her rear.

Why are those there? he wondered, looking away from the White Horse and looking at the Flying Horse, Does she have one, too?

He looked at her rear and saw that she did indeed possess a set of marks, though he had no idea what they were. He reached out and gently picked her up and, ignoring the tiny “Meep!” sound that she made, made to inspect the mark closer.

Then he heard the White Horse shout, “Get away from Fluttershy, you BEAST!!!”

228 turned just in time to be knocked off his feet by a strange, purple light.

The force was strong enough to throw him into a nearby cart, which exploded in a shower of splinters under his weight.

The Regenerator sat up, snarling in pain. He knew that the impact had broken his left arm as well as most of his ribs, he would heal, but it was still painful.

And the pain made 228 angry.

With a predatory growl 228 got to his feet and began to shamble towards the White Horse, who was looking like she regretted the decision to blast the 8-foot-tall, red-eyed, sharp-toothed monster who could regenerate any lost limb with magic that had been mostly used for dressmaking.

The White Horse turned the the Flying Horse and said, ‘Get out of here, Fluttershy. I still have a few tricks up my metaphorical sleeves and I’ll not let that beast lay a single claw on you!”

The Flying Horse- or Fluttershy as her name apparently was- tried to speak, but the White Horse wrapped her in a strange, purple aura and levitated her away from the two.

When Fluttershy was a safe distance away Rarity turned back to the monster and narrowed her eyes at him.

“I don’t know what you were planning on doing to poor Fluttershy and, frankly I don’t want to know. What I do know is that I’m going to kick your ugly flank into the stratosphere or my name isn't Rarity Von Dazzelle Belle the Third!”

The monster unhinged its jaw and roared loud enough to rattle all the windows in the marketplace.

Rarity held a hoof to her muzzle, “Euughh! Have you ever heard of brushing your teeth?”

The monster ignored the comment and started forwards, not hearing Fluttershy’s cries of “Stop it! Please stop it, both of you!”.

A smug smile worked its way onto Rarity’s face as purple light collected around her horn. When the monster was close enough she released her magic and conjured up a very large boulder. I still hate you.she thought, But maybe you’ll at least be useful.

Then she dropped Tom.

The boulder hit the earth with a mighty CRASH!! and began to roll towards the monster.

She remembered her fight with those dreadful diamond dogs. In the fight the dogs acted either cowardly; running away when things got too tough, or they were too stupid to know that they were going to lose against the power of the Elements.

She was expecting the monster to yelp and leap out of the way or just stand there and get hit by Tom.

She most certainly did NOT expect the monster to stop Tom with its bare hands mid-roll!

“Well” she said after gulping, “I think everypony else has said it best when they say ‘Uh-Oh’”

The monster wrapped both of its scaly arms around Tom and lifted it up without a single grunt or groan. The monster raised the boulder over its head and roared at her before hurling Tom straight at her.

Oh dear, I’m gonna be killed by that stupid boulder! she thought as she screamed what she knew would be her last scream before getting smooshed.

“OH NO YOU DON’T!!” shouted a voice from above.

Rarity looked up just in time to see a familiar rainbow-colored blur strike Tom and knock it away from her. The boulder sailed through the air and crashed through a store front.

“Hiya, Rarity!” said Pinkie Pie, appearing behind Rarity without a sound.

“Pinkie? Rainbow Dash? Wh- How…” she stammered for a full minute before turning her attention back to Rainbow Dash, who was darting in between the monster’s strikes, but also avoiding all of hers.

Rarity looked back to Fluttershy, who had a horrified look on her face, “Fluttershy? Are you alright?” she asked, coming closer to the timid pegasus.

“I need to stop this…” she said, stunning Rarity into speechlessness, “ that creature was trying to help me. I-I need to stop this!” and she flew towards the two before Rarity could react.

228’s vision had become like a crimson tunnel and the Stupid Fast Flying Horse was at the other end.

He lashed out again, this time using his elasticity, his talons grazed his foe’s shoulder and drew a hiss of pain.

Good. thought 228, smiling slightly, I’ll teach her to try and hurt me! Then when I’m finished with this one I’ll eat the White Horse!

But the Stupid Fast Flying Horse wasn't giving up so easily. She dodged and darted and zipped through the air, avoiding almost every single one of his attacks, but she hadn't attacked him herself.

No sooner had that realization struck him then his foe launched herself downwards and connected with his sternum. The air left 228’s fanged mouth with a WHOOSH and he doubled over.

The Stupid Fast Flying Horse followed this up by slamming into his back with all four hooves, the weight drove him to his knees and he felt a few of his vertebrae splinter and crack.

Then he heard Fluttershy (at least he thought that was her name.) call out to the Stupid Fast Flying Horse.

“Stop it! Please, Rainbow Dash, stop it!”

“Are you crazy?!” asked the Stupid Fast Flying Horse- or Rainbow Dash as her name seemed to be.

“He was trying to help me…” she said placatingly, alighting on the ground.

Rainbow Dash growled and faced 228 as he stared to get to his feet, “Oh my Celestia, you've been brainwashed and this thing has got to be one of Discord’s henchmen.” she flew closer and pointed at 228’s eyes, “And look at its eyes! They’re all creepy and glowy, I bet that this monster brainwashed Fluttershy.”

Pinkie Pie gasped and raced over to her friend, she produced a penlight from her tail and shined it in Fluttershy’s eyes. After a second she clicked if off and said, “I don’t think so, Dashie. She seems fine to me, maybe the monster’s just misunderstood.”

Dash scoffed and looked back at 228, only to find that he had regained his feet and was now growling at her like an angry panther.

“I think you’re wrong about that whole ‘misunderstood’ thing.” she said as she readied herself for Round 2.

Monster.

That word had sparked a single, misty memory in 228’s mind: he heard that word screamed by a small voice; a small voice belonging to a small human.

I can’t remember who called me that… why can’t I remember?! he thought furiously.

He also felt the emotion that had been attached to that half-memory: sorrow.

The sorrow made his anger burn hotter and he lurched to his feet, growling in rage.

He heard the horses speaking, but couldn't understand the words. It all came out like white noise, meaningless gibberish that made him even angrier.

He lashed out with more speed than even he thought possible, catching Rainbow Dash by the tail and pulling her in. He saw Rarity’s horn light up, he knew that she had some kind of unknown power and didn't wish to go up against her again; so he threw Rainbow Dash as hard as he could.

The Rainbow Horse crashed into Rarity and both of them were flung through a nearby window, he heard a shocked gasp and saw a pink horse gasp and rush to help the two.

There was a sound of fluttering wings distracted him and he turned to find himself face to face with Fluttershy, who was looking thunderous.

“How. Dare. You?” she asked, “I tried to stick up for you and this is how you repay me, by HURTING MY FRIENDS??!!”

228 was about to respond when he looked into her eyes.

The first thing that he felt was the need to apologize profusely, but that was soon drowned out by the intense, painful pressure building up in his head.

He raised his hands to his face in an attempt to block out those piercing, angry eyes, but he found that he couldn't. The pressure continued to build; his head felt like it was about to burst.

C-can’t take much…. more of t-this he thought as tears began to leak from his red and orange eyes…. the pain… oh Lord make it stop!!

“Apologize.” Fluttershy growled, “Now!”

The pain reached an agonizing crescendo, then the dam burst.

Memories, as hot as magma and as cold as ice, flowed back into his mind in a shrieking whirlwind of pain.

He felt humiliation, horror, sorrow, agony, happiness, love, hate, sympathy and many other emotions fill him to overflowing.

With the emotions came pictures of his past: his hometown, his mother and his brother were at the forefront, behind them was every childhood memory, every holiday, every injury, goodnight kiss, late-night reading sessions, school days, every failure and success that he had had in his whole life.

With a scream of pure, unfettered anguish 228 tore his eyes off of Fluttershy’s and bounded away, clawing deep rivets into his flesh, trying desperately to make the pain and horror stop.

But the physical pain did absolutely nothing, 228 kept on screaming and running and clawing away at his flesh.

Fluttershy watched in shocked confusion as the creature fled Ponyville, screaming and howling and scratching at his face, she looked down and saw several small puddles of black blood dotting the ground.

What happened? she thought, My Stare has never made another creature act like that, what did I do wrong?

She stared at the puddles of blood, unblinking, until Applejack dragged her away to help her in assessing and bandaging Rainbow Dash and Rarity's wounds.

But the sight of blood would haunt her nightmares for many nights to come.

Nightmares Shared By Two

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Regenerator 228

Chapter 7

He was on an operating table, the stink of rubbing alcohol, blood and excrement assaulted his nostrils and made him want to vomit.

He tried to turn his head and found that he couldn't. Panic flooded his senses, he began to sweat, he called out for help, but nobody came.

The minutes stretched on into hours, his sweat made him shiver against the cold steel, he was naked, exposed, vulnerable. The fear was so overpowering that he could taste it in the back of his throat.

He sobbed, he screamed, he begged, but still there was nothing.

After a while he cried himself to sleep.

He was awakened by a bright, white light coming on overhead, he tried to raise his hands to cover his eyes, but then remembered that he was bound. He tried to speak, but something had been shoved into his mouth, the alien object tasted of sour plastic and bad breath.

Then a voice from somewhere out of his line of sight said, “Don’t bother calling out, child, no one will help you.”

The voice was thick, smug and heavily accented. He instantly knew who it was: Osmund Saddler, the leader of the cult that had been causing so much fear in the village as of late.

He shuddered as he remembered all the Los Illuminados monks in their silken robes and skull-shaped helmets. Their horrible chanting kept him up most nights and on many days they would come into town to look for “recruits” to take back to their castle.

His father had been one such recruit, now it was his turn.

“I know that you must be scared, child,” Saddler continued, “but you need not fear me or my goal.”

Saddler moved into his line of sight and smiled down at him, “I’m going to make you better than you’ve ever been or ever will be. I will Purify you, but you must endure pain before you become Pure; you must embrace the Las Plagas.”

A man dressed in a white lab coat moved into his line of sight as well, in his hands he held a massive needle attached to some kind of glowing tank filled with red water; he could see several shadowy shapes moving inside the liquid.

“Now brace yourself, child” said Saddler with a calm and almost fatherly smile, “this is going to hurt.”

The needle plunged through his stomach and his world became a single, agonized scream...

228 awoke with a gasp, still feeling that pain in his stomach.

The barrage of memories had pursued him back to his cave and, no matter how hard he tried, he couldn't make them stop. They pummeled him mercilessly, drowning his screams out in an endless cacophony of words and thoughts.

After several hours of writhing in agony and clawing strips of his skin off 228 finally passed out from the sheer, overwhelming pain.

But he had dreamed.

He had remembered the agony of the needles in his blood, the cold Plagas squirming in his innards, their unnatural voices reverberating off of his skull, his young bones being broken and stretched, the talons erupting from underneath his fingernails, his new fangs pushing his old, flat teeth out.

He remembered the way that Osmund Saddler looked at him after his transformation was complete. Perverse, depraved pleasure gleamed behind his cunning eyes; it was like he was looking at some new toy or bauble.

228 gasped as another stab of pain exploded in his gut, he had thought that the feeling was just phantom pain left over from his dream, but this pain was all too real.

228 looked down and examined his stomach, tracing a talon against the rough flesh and lightly pressing down with his palm. He didn't feel any movement, which was good, and he didn't feel any odd lumps, which was even better. But the pain was still there, it was just a bit muted, like someone had dialed the pain back a bit.

The Regenerator slowly got to his feet and headed for the cave entrance, which was several yards away. He could feel hunger start to set in again and he knew that he needed meat soon.

The Las Plagas must had increased my metabolism when they were implanted. he mused as he neared the cave entrance.

He was just about to step into the light when the barrage of memories attacked his mind once again.

He had been moved out of the operating room and into a cold freezer. The cold bit into his still-hardening skin and made him shiver.

He tried to move his arms, his legs, a finger, but nothing moved except for his eyes which roamed around his new surroundings. He was painfully aware of his heightened senses: he could see every single detail down to the smallest icicle, he could even count the number of rivets that held the metal foundations up.

He could also count all of the other experiments in the room with him.

There were 36 total, each one bore some resemblance to their fellows, but each had a few horrific differences that made each one disturbingly unique. Some had no eyes, some had more than two, many were covered in tumors, several had obviously been females when they were still human, a few had probably been younger than he was.

He wondered how his mother would react to seeing him in this state.

His mother’s name was Maria and she was, in his opinion, the nicest mother in the whole, wide world. She was caring, kind, honest, generous, loyal to her family and her religion, and she could cheer him and his younger brother up no matter how bad his day was.

She was wonderful.

And now he’d never see her again.

He began to cry gently, the tears burning as they trickled out of his eyes, his breaths came in quick, panting sobs that barely sounded human.

WhAt SeeMs To BE the IssUE, ChilD? asked a whispering voice that seemed to come from all around him.

He tried to speak, but could only growl and hiss.

Don’T BoTHer TalKing, ChilD. the voice said, AnD YoU Don’T NeEd to IntRoDuce YourSelF.

He had mentally asked the voice what it was, not really knowing if he wanted the answer.

We Are THe LaS PLaGas it said.

We? he had queried

Yes. said another voice, TheRe aRe FivE oF uS.

They each squirmed inside of his body to demonstrate their locations, it was uncomfortable and terrified him, his mind, which his mother had always called “Uber-Imaginative”, conjured up an image of fat, leech-like tumors squirming in his guts.

We aRe NOT TUMoRs! hissed the one in his stomach, sending a wave of pain through his body to drive the point home,

We haVe BeeN oN THis eaRth for EonS. WE are EtErnAL. We haVE waiteD in the ShadowS for Far TOO LonG, But NoW WE will rise to PurifY All ManKinD!!!

The voice grew in volume until he felt like his head would burst. Then, thankfully, darkness overtook him and, when he awoke again, he was being wheeled on a cart that was heading to a new place.

The place where he lost everything.

The night was colder than usual.

Luna’s moon hung in the cloudless sky, the stars twinkled brightly and the cool night breeze stirred the long reeds that surrounded Fluttershy’s quaint, little cottage.

All was calm and peaceful outside.

But inside Fluttershy’s house the mood was anything but.

Inside her bedroom the timid pegasus was tossing and turning in the wake of one of the worst nightmares that she had ever had.

Normally her nightmares were about her horrible time at the Cloudsdale flight academy and the torment she suffered at the hands of bullies, or it was about one of the many monsters that she had encountered.

Sometimes her nightmares showed her friends leaving her, denouncing her as “too weak” or “No fun at all” or “a pansy”. These, of course, were the absolute worst of them all.

But tonight the nightmare was new and horrifying beyond words. The only saving grace about the nightmare was that it came in flashes.

She was looking at a file, most of the words were blurred or gone entirely, but she could still make out a good deal of it.

Name: ################
Age: 16
Height: 5.7
Weight:###3
Date of Birth: ##### 1990
Date of Purification: ####### ####
Species Type: Regenerator.
Subject Identification Number: 228

The file disappeared and she heard the screams of a young boy in the darkness.

The next few images flashed by so quickly that she had barely registered one image before a new one took its place: she saw a needle puncturing flesh, several misshapen leech-like creatures suspended in red liquid, a freezer full of twisted aberrations that had been hung from hooks, a strange creature with a furless, ashen face staring at a shadowy form on what looked like an operating table, blood pouring from ugly gashes marring soft, alien skin.

It was overwhelming and yet she only woke up when Angel bunny shook her awake. After that, it took her a full hour until she was able to get out of bed.

The instant that her hooves hit the floor she began to walk, she walked past a very concerned-looking Angel, past the rest of her animals and out the door. The cool wind felt good on her sweat-soaked fur and the sounds of the owls hooting and the crickets chirping helped calm her down.

But she still needed to talk to somepony and she knew just who to talk to.

A few minutes later she had arrived in Ponyville, which was currently as silent and still as a graveyard.

Graveyard…. the word triggered memories of her dream and she felt tears prick her eyes. Thankfully, she had arrived at her destination.

She reached up and knocked on the door to the Golden Oaks Library.

There was a series of muffled thumps, followed by a mumbled curse, then the door opened to reveal a very tired-looking Twilight Sparkle. She looked at Fluttershy with bloodshot eyes and stifled a yawn, “Fluttershy? What are you doing here at this time of night?” she asked, obviously a bit disoriented.

“Ummm… well I-I had a really, really bad nightmare.” she admitted, pinning her ears down when she realized how foalish she sounded. She half expected Twilight to dismiss her, but her bookish friend simply nodded and moved aside to allow her in.

Twilight gestured to a nearby chair as she got a fire going with her magic, “Take a seat and I’ll go make us some hot coco, how’s that sound?”

“That sounds wonderful Twilight” said Fluttershy with a small smile, “thank you very much.”

As Twilight busied herself with the coco, Fluttershy stared into the flames and thought back to her dream. She wondered why she had dreamed things that were so… different, the things that she dreamed usually reflected her mood, but this was entirely unrelated to the stress of yesterday.

Unless…

Fluttershy gasped when the realization hit her, prompting Twilight to come back into the living room to check on her.

“Are you alright?” she asked, “You look like you've just seen a ghost.”

“Twilight… I need to talk to you about my nightmare, but I need to warn you, i-it’s not very pleasant.”

So she told her about all of the horrible things that she had seen, feeling massive relief as she got all of her fears and upset feelings out in the open. As she related what she saw Twilight’s expression went from interested, to shocked, to disgusted, then to horrified before finally settling on sadness.

“It’s okay, Fluttershy.” she said, laying a comforting hoof on her friend's shoulder, “It’s okay to cry when you've seen what you've seen.”

It was then that Fluttershy realized that there were tears running down her cheeks, giving a soft sniff she wiped the tears away and gave her friend a shaky smile, “Thank you for hearing me out, I almost thought that you would just… y’know… dismiss what I had to say.”

“Oh, ‘Shy, you know that I’m always here for you and I’ll never, ever dismiss anything that you have to say, I Pinkie Pie Promise.” said Twilight with a grin.

Fluttershy blushed and nodded before tentatively wrapping her friend in a tight hug.

When they finally pulled apart Fluttershy sighed and bit her lip, Twilight cocked her head, “Is something wrong?” she asked.

Fluttershy looked into her friend’s eyes and said, “I think my dreams had something to do with that creature from the other day, have you found out what he was?”

Twilight shook her head, “No, I've looked through every book on odd or rare species that I could find, but I couldn’t find anything.”

She got up and began pacing, “I mean, it’s impossible, it’s just flipping impossible!” she half-shouted, “I mean… what was that thing? The only explanation that I could think of was that he was one of Discord’s, but I think Discord is more into creatures that are more… whimsical and that… whatever that was, was not even close to whimsical.”

Fluttershy cleared her throat and Twilight stopped her rant, “I think that he’s from another world, Twilight. I saw odd creatures in my dream, creatures that looked kind of like him, but… uhm-less scary?”

Twilight looked at her and then nodded slowly, “Go on.”

“I think that that poor creature is an alien and he needs to be found and returned to his home before he causes any...more…. trouble.” Fluttershy’s voice weakened as she realized how ridiculous she sounded, but, instead of gently debunking her theory, Twilight just nodded and said, “I’ll get the girls together tomorrow and we’ll go try to find it.”

Fluttershy smiled bigger than she had in a while, “Thank you so much, Twilight!” she said, giving her a quick hug before turning around to leave.

“Uh, Fluttershy?” called Twilight, the yellow pegasus turned to her, “Yes, Twilight?” she asked expectantly.

“I just wanted you to know that if you ever need somepony to talk to I’ll be there.” said the purple unicorn with a warm smile.

Fluttershy blushed and mumbled a quick “Thank you.” before opening the door and rushing out, not heeding the storm that had snuck up on the town.

That’s funny. thought Twilight as she closed the door with her magic, I don’t remember there being a storm scheduled for tonight.

The Leader

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Regenerator 228

Chapter 8

As 228 wallowed in the darkness, the Leader was stirring.

The Leader was the largest of the five Plagas in 228’s body. He resided in the Regenerator’s stomach and controlled his less-intelligent brethren.

Out of all of his siblings he was the smartest and most self aware, even going so far as to pick a gender and an identifying name for himself. Out of all of the five he was the only one who was able to communicate with the higher-level Plagas, like Osmund Saddler, Bitores Mendez or Ramon Salazar; and, out of the five, he was the one who had the most control over 228.

Now he was the only one who was still thinking.

His four siblings hadn't survived the “trip”, they were still functioning and kept 228’s regenerative capabilities working, but their neural pathways had been completely shut down by the sheer amount of magical trauma that had been inflicted on 228’s body.

They can absorb radiation, but not magic thought the Leader, I suppose that makes sense.

The Leader himself had been “Out of Commission” for a while, but the sudden presence of an unbelievable power source had jump started his more basic instincts and he had immediately begun to drain the power from the source.

The source was Discord, Master of Chaos, Spirit of Disharmony and a being who contained bottomless energy. Needless to say, the Leader had gorged himself until every, single one of his facilities was regenerated. He didn't know the consequences of his actions until that Fluttershy equine had used that power of hers.

He had felt that power as well and he was drawn to it, so he did something that, even at his level of power, he knew he couldn't do: he looked through 228’s eyes and stared right into Fluttershy’s.

His had adapted to his new power quickly and had just wanted to get a visual of the creature that had stopped his host, but he had done far more than that, he had looked into her mind, he had seen every one of her memories.

He saw her being bullied at flight school in a place she called Cloudsdale, he had seen her arrive in a town called Ponyville and meet new friends, he had seen her fight a manticore using only her kindness, he had seen her help defeat Nightmare Moon, he had seen her talk down a cockatrice AND a fully grown dragon.

And he had seen the power that she possessed: the Element of Kindness.

How very…. appropriate for her.

He had looked deeper and seen the images of her friends, each bearing their own Element: Rainbow Dash, the Element of Loyalty; Applejack, the Element of Honesty; Pinkie Pie, the Element of Laughter and Twilight Sparkle, the Element of Magic.

He had considered the possibility of taking one of the Bearers over, a host with that much power would be perfect, but he had seen what the Elements had done to Nightmare Moon and he was in no hurry to invoke their wrath.

So he had turned his minds eye towards other possible candidates.

He knew that he wouldn't be able to get near either of the Princesses without them sensing his presence, he couldn't rely on a host like Discord to not just remove him, he certainly couldn't possess a townspony without getting noticed and he absolutely wouldn’t stoop to such a level as to take over a common farm animal or even one of the beasts of the Everfree.

So that left him with the…. what was it called? Oh yes, the Rogues Gallery. If he took over one of them he might be able to make it look like just another revenge plot.

But who to pick?

He looked into the pool of memories, now fully used to his newfound power, and searched among the faces: Gilda the griffon was strong, capable of flight and would probably bond with him if he mentioned the prospect of revenge, but she was very low on magic, having only enough inherent magic to fly; so she wouldn’t do.

The Great and Powerful Trixie had magic and a revenge scheme from her would be very much expected, but her magic wasn't very potent and she seemed a bit… soft for his tastes; so she was also disqualified.

The Diamond Dogs were bipedal, powerful and their internal physiology probably came the closest that of a human’s, but they had absolutely no magic of their own and were far too stupid; the Leader checked them off, though he knew that their services could be easily bought, so he filed them away for later.

That left only two.

If the Leader had possessed lips he would have smiled.

They were perfect: magically-inclined, strong and they possessed genius-level intellect.

Now all he needed was a way out.

He knew that he couldn't survive outside of 228’s body without a stronger dosage of magical energy, he also needed to test his powers, If I can change my form, then I can escape easier. he thought, But I need that extra boost if I am to…. to do what?

He realized that he didn't have much of a goal outside of escaping 228, he had never been without the comforting voices of the Plagas Hive Mind and, now that all was silent, he had no real objective.

What would Saddler want of me? the Leader thought, Well… what did Saddler want back on Earth? He wanted to spread us out over the world, to Purify those who hadn't already accepted us, but I can’t Purify this world, I can’t breed…. unless…

The Leader searched through the roiling cascade of magic that filled him, trying to define some parameters, and what he found pleased him greatly.

Focusing his magic, the Leader wrapped a shimmering, black aura around himself and began to meticulously change and shift every single cell and molecule in his body.

Approximately 1 hour and 23.6 seconds later the aura dissipated, revealing the Leader’s new and improved body.

Perfect, just… perfect. she thought.

Pain And Puppets

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Regenerator 228

Chapter 9

“Are we there yet?”

“No, Pinkie.”

There was a pause, then-

“How ‘bout now?”

Fluttershy sighed softly and shook her head, “No Pinkie, it might be a while longer.”

Fluttershy had been tracking the creature for over an hour, his tracks had been easy to follow and the lack of animals in the area also helped.

Fluttershy stopped for the hundredth time and leaned down to examine a particularly deep track, Rainbow Dash flew up to her, annoyance written on her face.

“Why’d you stop this time?”

Fluttershy’s brow furrowed as she stared at the misshapen footprint, “Something’s wrong…” she said, her eyes scanning the surrounding area intently. Rainbow Dash looked slightly taken aback, it was a rare thing to see Fluttershy drop her timidness like that.

“What is it?” asked Applejack, coming closer and examining the footprint for herself.

“When I saw him last he was clawing at his face, he must have lost a lot of blood, but I haven’t seen a single drop since we entered the forest, and blood loss causes severe disorientation, but he seems to be walking perfectly fine.”

“Maybe shock set in?” theorized Twilight.

Fluttershy shook her head, “No, shock doesn't last too long, it’s taken us at least an hour to get to this point and, if he was in shock, it would have worn off by now.”

“D’ya think he mighta used magic?” asked Applejack.

Rainbow Dash shook her head “If he had magic why didn't he use if when me and him were fighting? Not that magic would’ve helped him.”

Rarity held a hoof to her chin, “I don’t think so. He didn’t use magic to stop Tom, he just broke it.”

“If we catch it then I’ll be able to perform some experiments on it to see if it has any magic at all.” added Twilight.

Fluttershy stared at her intently before saying, “First of all: ‘It’ is actually a ‘He’. Second of all, I hope you don’t thank that, just because he’s scary-looking, you can just go hog-wild with your experiments.”

Twilight looked shocked, “No! O-of course not, I would never, ever be cruel in my experiments, I can’t believe you’d even think that!”

Fluttershy sighed and trotted closer to her friend, “I’m sorry, Twilight. It’s just… it’s just that, after my nightmare, I think that he’s suffered enough.”

“What are you talkin’ about?” asked Rainbow Dash, her brow furrowing in confusion.

Fluttershy lowered her head, “I dreamed about a young… I honestly don’t know what kind of creature it was, but I dreamed that-” she shuddered and gulped before continuing “-that he was being tortured. There were these awful screams and i-it was j-just terrible!” she stopped talking when the recollection became too much for her.

Twilight patted her back and said, in a calming voice, “You don’t half to say anything else, I think they get it.”

She looked over at the others and saw that they were all wearing expressions of disgust and horror.

Fluttershy nodded before straightening up and saying, “We should keep going.”

The others nodded and Fluttershy returned to her tracking.

The Elements are coming… I can sense them. Thought the Leader as she squirmed inside the still-sleeping 228.

Her magical influence had expanded to encompass the whole of the Everfree before stopping. She could sense every, single living thing that crawled, flew, ran or slithered under the dark canopy; she wished that she had more power so that she could control them, it would have been quite useful to have an army of timberwolves and cragodiles at her command, but she needed to use her ill-gotten power wisely.

They’ll be here soon, that stupid meatbag, 228 didn’t think to cover his tracks.

She stared out of 228’s eyes and saw that he was now awake and looking at the ground, When he meets them I have no doubt that he’ll refuse to fight, he’s lost almost all of his will to live. I don’t think that they will honor his wish, but I can’t take any chances… plus, this will be the perfect opportunity to acquire that last bit of power.

The Leader focused her magic and tapped into 228’s body, commanding it to rise and hide in the deep shadows of one of the cave’s many nooks and crannies.

228’s mind fell back into a deep sleep, unaware that his body had become a puppet dancing to the whim of a parasite.

“Look, there’s a cave up there!” called Rainbow Dash, pointing at the sheer side of the mountain that they had come upon.

“She’s right” said Fluttershy, returning from her examination of the mountain's base “the tracks stop here.”

“Awww it’s such a cute little mountain!” squealed Pinkie Pie, bouncing up to Fluttershy, “It’s like a little baby mountain, hmmm… what do you call a baby mountain?”

She noticed Fluttershy giving her a confused look, Pinkie smiled sheepishly, “Sorry, Flutters, I kinda forgot that we were looking for mister Meanie Monster.”

Rarity trotted over to them with Applejack and Twilight at either side, “How are we going to get up there, darling?”

“Oh, I have a spell that will allow us to climb up walls!” said Twilight excitedly.

“Could you please cast the spell, Twilight?” asked Fluttershy, “I mean… if you want to.”

Twilight smiled at the yellow pegasus, “Of course I will, you don’t even need to ask.”

Fluttershy hid her face behind her hair to hide her blush. Twilight’s horn lit up and the familiar purple aura of her magic flowed out and wrapped itself around the group’s collective hooves. A shiver ran through all of them as the magic took effect.

Twilight turned to the others, “So… who’s first?”. Applejack raised a hoof, “Ah’ll go first, if there’s anything nasty in there Ah’ll clear ‘em out for y’all.”, she moved to the side of the mountain and began to climb up.

A second later Applejack had disappeared, having climbed over the edge of the cliff that bordered the cave.

The group waited with bated breath, hoping that their friend wouldn’t encounter anything bad. Twilight found her eyes being drawn to Fluttershy, who was worrying her lip with enough ferocity to make her cringe.

Twilight went to her friend and draped a comforting hoof around her back, “Don’t worry, Fluttershy, you know as well as I do that Applejack is one of the toughest ponies in all of Equestria, she could buck a manticore into outer space, I’ve seen her kick evil flank more than 5 times in the past two months! She’ll be fine.”

Fluttershy nodded, “I just hope that that poor creature doesn’t attack again, he must be in a lot of pain after what happened yesterday and wounded creatures can be dangerous.”

Rainbow quirked an eyebrow, “Weren’t you going on about how he’s “intelligent” and “sad” and now you’re comparing him to a hurt animal?”

Fluttershy looked her friend in the eye, “He may be intelligent, but he’s still far stronger than most of us and he seems a bit…. short tempered. I just don’t want anything to go wrong.”

“Oooohhhhkay.” said Rainbow after mulling it over for a second.

“GIRLS, YA’LL NEED TO COME UP HERE, THERE’S SUMTHIN’ Y’ALL NEED TA SEE!”

Fluttershy nearly jumped out of her skin at the loud call. The others heard the urgency in her voice and they all hastened to respond, not showing even the slightest unease when climbing up the walls.

When they got to the top they found a pale and shaking Applejack standing at the mouth of the cave.

“What did you see?” asked Twilight, coming up to the farm-pony and magically scanning her for any injures. Applejack waved a hoof to shoo her away and then gestured at the dark cave entrance, “It’s not pretty, but it’s definitely that monster’s hideout.”

The group all looked at the cave entrance, then at each other, it was clear that none of them wanted to take even a single step towards it.

Everypony that wasn’t Rainbow Dash, that is.

“C’mon, guys, stop bein’ so wimpy!” exclaimed the prismatic pegasus as the flew into the darkness. The others shared annoyed looks with each other before they each either straightened out or puffed up their chests and headed after their boisterous friend.

"Why did I even use that spell on her?" Twilight wondered aloud.

The inside of the cave was pitch black and icy cold. To most of the group it felt like they had crossed a border from day into night, but to Applejack, who had had to protect Sweet Apple Acres from unsavory and deadly creatures for most of her life, it felt more like crossing an invisible threshold from relative comfort (it WAS the Everfree forest after all) into danger.

The sandy ground muffles their hoofsteps, above them hung dozens of condensation-covered stalactites, Applejack could have sworn she saw red eyes looking at her from the darkness of the high ceiling, but when she blinked they were gone.

As they went deeper into the cave the only sounds that accompanied them were the sounds of water dripping, breathing and the faint thump-thump of their hearts…. and the weird noise Pinkie made whenever she bounced.

Everything seemed to be going alright, despite the intense creepiness of their surroundings.

Then Rarity stubbed her hoof on something, “Oh, That. Is. It! I will not tolerate this confounded darkness one second longer!”

She lit up her horn and sighed happily, Applejack shook her head, though she was glad for the light. She started to turn back to the path ahead when she saw something that drew her undivided attention.

“Uhh… girls? T-there’s somthin’ on the wall.” she said, trying to keep the fear that had manifested in check.

Rarity stiffened and slowly turned to where Applejack was pointing and the rest of the girls followed suit; when she Fluttershy saw what the light had illuminated she gasped.

There were words clawed into the surface of the wall:

PAIN MOTHER FATHER

MY BROTHER

ALL DEADDEADDEAD

THE THOUGHTS MIST

WON’T STOP THEIR SCREAMS ENDLESS

NEVER STOP HELL

Please STOP purify PAIN

pain pain STOP STOP
MAKE IT STOP MAKE IT STOPSTOPStopstopstop pain pain

iLLUMINATE

CANT DIE WONT DIE CANT DIE WONT DIE
I want TOo DIE
I WANT TO DIE I WANT TO die die die die to die II die dye diii die

The Element Bearers stood in horrified silence as they looked at the terrible words. Equestria was a land that had its dark side, just like any other country, but suicides were taken far more seriously than in other countries like the Griffon Empire or Minotauria. Celestia had established hundreds of therapy buildings and halfway houses around Equestria in order to lower the suicide rate as much as possible, but it was no less heartbreaking to see such thoughts expressed, especially in such a manner.

“Oh, the poor dear.” said Rarity tearfully.

“This is just plain wrong.” said Rainbow Dash sadly.

“We need to find him now.” said Fluttershy, turning around and continuing down the tunnel with her friends following behind.

It didn’t take them long to find the place where the creature slept…. and ate.

The cave ended in a massive cavern, making the whole cave a short of thermometer shape. The entire cavern was illuminated by blue and green phosphorescent fungus that clung to the stalagmites and wall. The light was the first thing that they noticed.

The bones were the second.

Fluttershy gulped, trying to calm herself by reminding herself that the creature was carnivorous and would naturally eat meat. She looked over and saw that Applejack’s mouth was set in a grim line, Pinkie’s face was screwed up in disgust, Rarity was gagging, Rainbow Dash was trying hard to look tough whilst turning green and Twilight was doing some of her breathing exercises.

Fluttershy cleared her throat and called out, “H-hello? I-is anypony there? Listen, if you’re here and you can hear me, we aren’t going to hurt you.”

“Maybe you won’t.” mumbled Rainbow Dash. Fluttershy shot her a glare and continued.

“I’m sorry if I made you sad and my friends are sorry that they attacked you, they were just scared, that’s all.”

The group waited with baited breath, but nothing happened. Taking a deep break, Fluttershy moved further into the cavern with her friends by her side. The feeling of dread lessened when she looked to her left and saw Twilight, who gave her a small smile.

Rarity found herself at the back of the group. The light from her horn created a sphere of illumination around her friends, the purple light was comforting, but it made the darkness around them even darker, which meant that they could only see a few feet in either direction.

Which meant that they were open to an attack from any side.

The Leader stared through 228’s eyes as the Elements of Harmony drew closer to the place where she had made 228 stand.

The magic…. I can smell it… she thought, trembling slightly within 228’s stomach. The smell was absolutely intoxicating, it drove the Leader to new heights of hunger and she began to move in.

Twilight was really wishing that she had learned the night vision spell that she had put at #56 in her “100 spells to learn for this year” list. The darkness was pervasive and as thick as fog.

I really hope that Fluttershy is right about this creature. she thought, she turned to look at her timid friend and saw that she was staring back at her, Twilight gave a weak smile and waved again, because she had turned her head she didn’t see the two points of pure red light that had come up in front of her.

Thankfully her hearing was good.

She heard the clawed hand swing down before she saw it and she reacted accordingly, a magic shield appeared around her body a second before the hand made contact. The blow was powerful enough to make Twilight’s teeth click together.

There was a chorus of screams from her friends as the claw battered her shield once more.

Twilight may have been more into studying than other activities, but that didn’t mean that she hadn’t picked up a few fighting tips over the years, especially not when your BBBFF was Captain of the Royal Guard.

Twilight leaped backwards and fired a bolt of magic at the creature, who hissed in pain and withdrew into the darkness.

“Girls, gather around me!” she yelled as she readied her horn for another magical strike.

“Ah knew this was gonna go poorly!” hissed Applejack as she readied herself for combat.

“I’m right with ya, good buddy.” said Rainbow Dash, hovering in the air and raising her hooves in a boxing stance.

Fluttershy didn’t say anything, but the sadness and disappointment on her face spoke volumes.

I’m sorry Fluttershy, but we have to fight this monster. thought Twilight as the hissing of the monster filled the cavern.

Round 3

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Regenerator 228

Chapter 10

The Everfree forest was unnaturally quiet.

Usually the chaotic land was filled with animal cries and the the sound of the small storms that popped up from time to time, but today, at this hour, all was as quiet as a graveyard; it was almost as if every animal was in hiding and the sky itself was afraid.

Afraid of the strange creatures that had entered the world through sheer, chaotic happenstance.

Ever since it had arrived the more intelligent monsters had whispered to each other about the beast with limbs like rubber and claws that could cut through steel.

228 had become a legend in only 4 days, and that was before they sensed the stronger, more wicked presence within him.

Now the forest was waiting with baited breath, they had seen the Elements of Harmony enter and they knew their intent. They knew that there would be a battle and they were all waiting for it to begin.

They didn’t have to wait very long.

There was a sound like a thunderclap and the side of the mountain that the beast had taken residence in exploded outwards in a spray of rubble and magical discharge. The beast was among the rubble and, after the rocks had fallen a ways, the Element Bearers followed.

Yes….. yes, more power…. I can feel it flowing through my being. thought the Leader as 228’s body was thrown to the ground amidst a rain of rock chunks. She was so close… all she needed was one more blast like that and she could escape her fleshy prison.

The dust settled and she saw the Elements of Harmony rushing down the steep slope of the mountain- which was the only part of the whole mountain that wasn’t as sheer and flat as glass.

The Leader forced 228 back onto his feet, knowing that his body was quickly tiring, she could also feel him beginning to stir into wakefulness.

It won’t matter. thought the Leader dismissively. Even if he does wake up he won’t be strong enough to wrest control from me.

She raised 228’s hands and prepared to strike.

Something is very wrong here. thought Fluttershy as she watched 228 get to his feet and charge at Twilight, who had taken the lead in the fight.

Why won’t he talk? Why are his eyes glowing and how come he doesn’t have any wounds?

She was snapped out of her revere when the creature extended his left arm and dealt Twilight a vicious blow to the side. Twilight gasped in pain and the magic around her horn faded as she lost concentration; the creature used this opportunity to rush her.

Fluttershy felt herself move and was in the air before even she realized what she was doing, she flew towards the creature with the power of The Stare building behind her eyes.

She flew over Twilight, who was still launching magic beams even as she was gritting her teeth in pain, Fluttershy felt a surge of pride at seeing her friend act so brave.

She would congratulate her on her courage later, but first she had to deal with the creature.

She looked down at the creature and, taking a deep breath, she dived down and hovered at face height with him. This time I’m not even going to make him apologize she thought as she unleashed the full effect of The Stare at him.

The creature stopped short and its long limbs went slack. “Alright, Twilight, do what you need to do.” said Fluttershy, keeping eye contact with the creature.

Twilight spoke, but Fluttershy couldn’t hear a word she said. There was a sudden stab of icy pain in her temple that forced a gasp out of her, all sound became distorted, like listening to other ponies talk underwater.

Time seemed to slow down to a crawl, almost like everypony was moving through a sea of syrup.

Then time stopped completely and a voice said, Hello, Fluttershy. It is so good to finally talk with the pony who corrupted my vessel.

The voice was deep, yet feminine, and it reverberated through Fluttershy’s mind, making it seem like it was everywhere at once. Fluttershy winced in pain as each harsh syllable pulsed behind her eyes.

Wh-who are you? she asked after regaining some of her composure.

I had no name before We came to this world, but, since then, I have taken the name: the Leader. And I know who YOU are, Fluttershy.

Fluttershy’s eyes widened, T-this world? D-do you mean that you’re-

An alien? the voice chuckled, I suppose you could say that.

If you’re an alien, then how do you know my name?

I know many things, Fluttershy. I know that you and your little “friends” are the bearers of the Elements of Harmony, I know that you yourself represent the element of Kindness. I know that this world is called “Equestria” and that it is a land of magic, of Unicorns and Pegasi, Griffons and Minotaurs, Dragons and Manticores and many things besides. I even know that your mother's name is Wing Flitter.

But-but HOW? asked Fluttershy, at a loss for any more profound questions.

The Leader chuckled, I have drank deeply of the chaotic power of the one called “Discord”, when my vessel met him the two made physical contact, I was brainless and reacted, out of instinct, by draining a good portion of his magic and with it I received independence and a bevy of new powers.

And these powers let you find out my name?

Once again the Leader chuckled, but it was far more intimidating than before.

Oh, no, no, Silly Filly, I learned about you and your colorful friends because of your Stare.

Fluttershy felt her blood run cold.

You hold such incredible power in those pretty eyes of yours. cooed the leader, Did you never once wonder just what kind of repercussions your power might hold? Or was it just some tool to use when you deemed it necessary?

Fluttershy winced at the sheer contempt that had bubbled up beneath the Leader’s kind tone.

You are a foolish mule, Fluttershy. You have an ability that could lead you down a path to true power, you could rule everypony, make them your slaves, destroy their minds-

I WOULD NEVER DO SOMETHING SO HORRIBLE!!! she mentally roared, feeling tears trickling down her cheeks.

I know. said the Leader, But it is disappointing nonetheless.

Then time resumed and the creature’s fist collided with her side. The force throwing her to the ground.

Fluttershy groaned in pain and started to rise. She was honestly surprised that the blow hadn’t broken any of her ribs, though she knew that she’d be sore for quite some time to come.

“You mother bucker!” roared Rainbow Dash, swooping down and delivering a powerful kick to the creature’s jaw. There was a snapping noise, almost like somepony breaking a twig, and his jaw dislocated violently.

Fluttershy couldn’t suppress a wince at the gruesome sight, but Rainbow was obviously unfazed, since she followed up her kick by dive-bombing the creature and ramming her head into his stomach with enough force to send him flying into a nearby tree, which was reduced to splinters under his weight and the force of Dash’s blow.

Rainbow Dash smirked and turned around, dusting her hooves off and puffing her chest out. She opened her mouth to brag, but the creature’s claw wrapped around her throat and silenced her.

The creature threw the prismatic pegasus and then reset it’s jaw with disconcerting casualty before letting out an unnatural roar.

The creature’s action caused a small spark of realization to go off in Fluttershy’s head, but she needed to see more evidence to confirm her newly acquired suspicion.

Her attention was drawn back to the fight as Applejack galloped at the creature and lashed out with her back hooves. The creature avoided the blow and kicked at the farm pony, who shouldered the blow before bucking him in the sternum, which staggered him.

Just as he was starting back to continue his attack, Pinkie Pie appeared on his back, carrying a massive present in one hoof.

“Package for Mr. Monster!” she exclaimed as she dropped the present at his feet before disappearing. The creature looked down and let out a gasp when it saw the rapidly burning fuse. he leaped back, but the blast of candies, streamers and confetti still caught him and sent him flying.

Pinkie popped into existence next to Applejack and helped her to her hooves with a big, proud grin, “Now that was a flank kicking…. Pinkie Pie style!”

Her smile faded when she saw the state that the others were in, “Woah…” was all she could say. Rainbow Dash flew up to them, smiling ruefully and rubbing her neck with one hoof, “Don’t worry, Pinkie, I’ll be fine, it just feels like a sore throat.”

“Ummm…. Girls?” started Fluttershy, “I don’t think that you got him.”

“Why d’you say that, sugarcube?” asked Applejack.

“Because I think that he has… uhm… well…”

“Spit it out, Shy!” snapped Applejack.

“I think that he has super healing!” blurted Fluttershy.

“Why would you think that?” asked Twilight, having finished healing herself.

Fluttershy opened her mouth to respond, but a loud, guttural roar turned their attention to the crater that Pinkie’s Party Bomb had made; the creature was climbing out.

“No. Bucking. Way.” said Rainbow Dash, sounding torn between being horrified and impressed.

The creature limped towards them, one arm dangling limply by his side, black blood trickled down the slits that served as his nostrils and dribbled from his fanged maw. But that wasn’t the most telling sign of serious injury by far; his entire body was covered in deep scratches and small, bleeding holes. The hand that was clutching his mounted arm was missing several fingers and, when he removed his hand, they could all see the white bone poking through the gray skin.

“There’s no way he can still fight.” said Rainbow Dash, sounding as confident as usual.

Her confidence disappeared when the creature’s wounds began to heal. The blood flow stopped completely, the holes and scrapes closed as the flesh knitted over and the protruded bone seemed to “unravel” and the arm snapped back into place.

“So it’s true…” whispered Fluttershy, the others just looked on in stunned silence with their jaws on the ground.

“What’s true?” asked Applejack, sounding dazed.

“He can regenerate lost tissue, heal any wounds.” said Twilight, fascinated despite her fear.

“Girls,” started Fluttershy, “I need to tell you about something.”

“Can’t it wait?” asked Rainbow Dash, keeping her eyes on the creature.

“Not really.” said Fluttershy, also keeping her eyes on the approaching monster, “Listen, there is a parasite inside of him, it’s controlling everything he does. We need to free him from that thing’s influence.”

Twilight shot her a shocked look, “How do you know this?”

Fluttershy held her gaze, “I know because it told me.”

Twilight did a double take and gave her a searching look, trying to see if she was playing some kind of sick and ill-timed joke on her, but there was absolutely no lie in her eyes, nor was there any sign of dark magic. Twilight nodded at her and turned back to the creature, who was now close enough for her to see the rivulets of frothy drool that was dangling from his teeth.

Then the creature raised its claws and balled them into fists.

Rainbow Dash immediately flew up into the air, Applejack got into a fighting stance, Pinkie Pie pulled out a polka-dotted Bo staff and began twirling it and both Rarity and Twilight charged their horns.

The only one who didn’t ready herself physically was Fluttershy, but she was mentally preparing.

Preparing to try and free him from the Leader’s control.

But she wasn’t prepared for what happened next.

The creature hissed at them, snapping his jaws and feigning a few lunges at them. His eyes glowed so brightly it looked like the eyes of a jack-o-lantern.

Every one of its jerky movements made the girls tense up, the aura around Rarity’s horn intensified as she fed more energy into it while the one around Twilight’s narrowed as she focused her power.

The creature lashed out with both arms at Rainbow Dash, who was expecting an attack of that nature, she avoided it as easily as she avoided lightning bolts during storms.

“Is that the best you can do?” Dash crowed as she ascended higher, leaving a rainbow contrail behind her. The creature bent his knees and leaped after her, but she was too far away and, even with his powers, he couldn’t catch her.

Rainbow Dash kept rising until she found a suitable cloud to use. It didn’t take long before she found a small nimbostratus, which, out of all of the types of clouds, was voted “Best Electrical Conductor” by the Wonderbolts. Rainbow chuckled evilly as she molded the not-terrible-intimidating fluffy cloud into a dark, dripping storm cloud that was rife with electricity.

By this point the creature had given up on catching her and had turned back to the others.

Big mistake.

“Hey, Freak!” she called, the creature stopped and turned just in time to get a bolt of 100% pure pegasus lightning in the face. The creature howled and fell to his knees as his twisted body shook.

Fluttershy cringed at the sight and turned to Dash, “Dash? Do you think that you could go just a teensy bit easier on him?”

Rainbow raised both eyebrows, “Seriously?” she asked incredulously.

“Didn’t you hear me? He’s not himself.” she pleaded.

Then the creature roared and got back to his feet.

“Oh, That. Is. It!” shouted Rarity, leveling her horn at his stomach, “I have had enough of this fight! You’ve hurt my friends, attacked me and had the audacity not to clean up your cave like a civilized…. whatever you are. If it means ending this horrid conflict, then have at you!”

She fired and the bolt sliced through the air and slammed into the creature’s gut, toppling him like a very tall, very ugly, singular domino.

Rarity turned her nose up at the sight and walked back to her friends, who were looking both impressed and more-than-slightly-shocked at her actions. As a result of their distraction they didn’t see the creature’s body start to twitch until they heard him gasping for air. Then they all gave him their full attention.

None of them knew what was going on, not even Fluttershy.

The group looked at each other and then slowly came closer, each hoping that the creature wasn’t pulling a ruse or doing something else horrifying like splitting into mini versions of himself or growing tentacles.

Fluttershy got the closest out of all of them, so she was the first to see it, and she screamed.

There was something squirming underneath the skin of his stomach.

The other girls saw it too and they each let out a disgusted exclamation.

“What’s wrong with it?” asked Applejack, her eyes wide with fear.

“Is it gonna explode? Because I don’t think he’ll explode in the funny, streamers and confetti way.” said Pinkie, who had somehow changed into a rainslicker and was now carrying an umbrella.

“Fluttershy, what’s happening?!” asked Twilight, sounding close to hysteria.

Just as Fluttershy was about to reply the creature gave a single, piercing shriek and his stomach exploded outwards in a shower of black blood. The girls all screamed in unison, then screamed again when they saw the dripping abomination inside of his stomach cavity haul itself out.

The thing was long, roughly the same length as a foal, underneath the black blood its skin was smooth and hairless and as red as blood. It reared up, several fronds and spines on its back unfolding and fanning out.

Then an eye opened along its side, followed by another, then two more. Each eye was moving in a different direction, but all were the same glowing ember color.

Fluttershy felt pure terror well up within her when the eyes landed on her and stopped.

Then it spoke and its voice was the same voice that she had heard in her head: the voice of the Leader.

Thank you for your magic, Rarity. she said in a smug and mirthful tone. I needed just a little bit more power to escape from this unworthy vessel and you gave me more than I thought you could.

Rarity’s eyes widened and she backed away; the Leader laughed cruelly.

Ahhh… there’s nothing like the feeling of cool air on one’s naked body. she said, allowing some of her fronds to flutter in the breeze.

Twilight tried to speak, but all that came out of her mouth was stammered half questions. The Leader turned to her, revealing a fanged maw and several slimy suckers, Hello, Twilight Sparkle, I must say you look a bit… pudgier than Fluttershy’s memories would indicate, maybe she just sees you as more beautiful than the others, eh? she laughed mockingly before raising herself up.

It’s sad to say goodbye, but, alas, I must leave you now. But don’t worry, I’ll be back… sooner than you may think.

A pair of translucent, membranous bat wings unfurled with a loud FWAPP!! and the Leader flew up into the air and disappeared from sight a moment later.

All was silent, save for the groans of the creature. The girls looked at each other, then at the creature, whose wound was closing up, albeit slowly.

Finally, after what felt like an eternity, Rarity asked, “Did I do that?”

Fluttershy shook her head wordlessly as she stared up at the clear sky, wondering how something so awful could happen on such a nice day.

Getting To Know You

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Regenerator 228

Chapter 11

The sun was shining, Ponyville was back to normal- or as close to normal is it could be given the circumstances, the townsponies were chatting happily and going about their business, and the Mane 6 had each returned to their daily routines.

Well…. except for one.

It had taken Fluttershy a few days to get her animal friends to calm down and get used to their new “guest”, though she secretly thought that they had it better than her; at least they weren’t one room down from him.

Fluttershy still couldn’t get a full night’s sleep without keeping the lights on.

But, to her surprise and distress, the strange creature had not moved a muscle ever since the Leader… vacated his body. They’d had to drag him back to her house, which had taken two full hours, not including rests.

Fluttershy sighed as she finished pouring bird food into the feeder that hung from the ceiling, she was glad that the creature hadn’t tried to attack her or her animal friends, but she was also distressed, because she knew that he hadn’t been acting of his own volition when he had attacked them and she sincerely hoped that they hadn’t done any lasting damage to him.

I wonder if he’ll ever wake up. she thought sadly.

She was just heading up to check on the creature when there was a knock at the door, she turned and walked to the front of the house, Maybe it’s Mayor Mare coming to check up on her dog.

But it wasn’t Ponyville’s illustrious and criminally over-worked mayor, it was her friends, all of whom were looking more than a bit nervous.

“Hello, girls.” said Fluttershy brightly, the girls’ nervousness seemed to fade when they saw that she was alright and they returned her greeting before being let in.

The girls made themselves at home and Fluttershy made them tea with the exception of Rainbow Dash, who had an energy drink from a massive box of them that Fluttershy kept around in case she visited.

For a while they talked about how their days went. Rarity had gotten another dress commission from Sapphire Shores, Applejack had bought a new plow for Big Mac after the old one broke, Rainbow Dash had watched the new Wonderbolts movie, Pinkie Pie had made and eaten an eclair that was as big as her, and Twilight had received a few ancient texts on loan from the Canterlot library.

Their conversation was lighthearted and amicable as usual, but Fluttershy could sense the undercurrent of tension beneath the words, she knew that they were still afraid of her guest and they would be bringing him up within a few minutes.

“So… how’s the monster?” asked Rainbow Dash after finishing a massive gulp of caffeine.

And…. there it is, right on time. thought Fluttershy as the first raindrops of yet another unexpected thunderstorm began to strike the roof of the cottage.

“He has a name…” she said after heaving a sigh, “I just have to ask him what it is when he wakes up.”

Nopony asked “IF he wakes up.”, but she knew that a few of them were thinking it.

“Alright.” said Twilight, “I contacted the Princesses after we got back, but they didn’t answer until today. Apparently they were busy rounding up a herd of giant, striped, fire-breathing Popsicle monsters. Then they had to deal with a swarm of parasprites that breathed polka-dotted fire on top of eating everything and, finally, they had to save a group of foals from a giant squid with spider legs.”

Fluttershy blinked before replying, “Oh…. I-I see?”

Twilight nodded sagely, “Yes it WAS pretty insane, or should I say ‘chaotic’?”

“Discord.” growled Rainbow Dash.

“He’s still out there.” said Twilight, narrowing her eyes, “Which is why we need to speak to the monster when it- when HE wakes up, because he might have information.”

“Alright, I Pinkie Pie Promise that I’ll tell you the moment he wakes up.” said Fluttershy with a smile, performing the motions with practiced ease. Twilight gave her a big smile and Fluttershy felt her heart skip a beat, the feeling caused her off guard and gave her pause.

“Fluttershy, are you quite alright?” asked Rarity, noticing her friend’s concerned look.

“Hmm?” she blinked and looked at Rarity before giving her a too-large smile, “Oh, I’m fine, Rarity, I promise.”

Rarity narrowed her eyes for a second before saying, in a careful tone, “Alright, but you will tell me if something is bothering you, right?”

“Oh yes, yes I will, don’t worry.” assured Fluttershy, widening her smile a bit more.

“Soooooo…. when can we see the monster?” interrupted Rainbow Dash, crushing the drink can against her forehead and throwing it into the trash can behind her.

Fluttershy, thankful for the reprieve, smiled and said “Of course, Dash. We can visit him right-”

There was a muffled, but still loud BOOM of thunder from outside, followed by a THUD from the upstairs room.

“-now.” finished Fluttershy, feeling her heart leap to her throat. The other girls leaped to their hooves and the group ran up the stairs.

Applejack had prepared herself for the worst.

She had expected the monster to be hanging from the ceiling with its mouth open, just waiting to snatch them up and eat them the moment they entered, she had expected it to have hatched more of those Leader-things and sick ‘em on her and her friends, she had even thought that it might have turned into another draconequus.

She did not expect what she saw when the door was opened.

The monster was in the corner, curled up like a scared little foal, with his back to them, his claws were wrapped around the back of his head and his whole body was trembling.

The Elements each exchanged shocked looks, which changed to confused looks which they sent Twilight’s way, the purple unicorn shrugged emphatically and gave Fluttershy a questioning glance.

Fluttershy looked back to the trembling creature and braced herself. With a slight tremble in her step she walked to him and stopped just a few feet from him; if the creature noticed her at all he gave no sign.

“Uhmm…” started Fluttershy, the creature let out a small gasp and flinched. The yellow pegasus saw his terror and her fear was immediately replaced with concern, “Oh dear, are you alright?” she asked, placing a hoof on his thin back.

The creature’s trembling intensified and Fluttershy saw sweat began to bead on his bony shoulders, Fluttershy’s eyes moved from his shoulders to his spine, she stifled a gasp when she saw the massive, vertical scar that ran across the length of his spinal column.

What is that from? she wondered.

The creature was still shaking, so she tried another tactic, “Do you have a name?”

This time the creature answered in a raspy, small voice, “Nnn-name…. name is 228.”. Fluttershy smiled, “Alright, 228 it is. Do you want to turn around and see my friends?”

Fluttershy saw the girls give her looks that ranged from incredulity to fear, but 228’s answer surprised them all: “Don’t…. *hhhnnn*... don’t want to…. scared.”

There was total silence, then Rainbow Dash said, “What!?”

Before Fluttershy could react the prismatic pegasus had trotted up past her and poked 228 in the back, “You’re a giant monster with sharp teeth and claws who can magically heal from any wounds like some kinda superhero AND you can stretch your arms out like you’re made of rubber. What the hay could YOU be afraid of?!”

There was another silence in which Fluttershy feared for her loud-mouthed friend’s life, then 228 said, “Don’t like the *hhhnnnggh* sky roars.”

“Sky roars?” asked Rainbow Dash and Fluttershy in unison.

228 nodded whilst still keeping his back to them, “Yessss…. the sky roars… *hhrrss*... they...they s-scare me, I… can’t m-make them s-s-stop.”, he turned to them and Fluttershy was shocked to see big, fat tears welling up in his red and orange eyes.

“W-why won’t they s-stop?” he asked, his voice coming out as a whimper. 228 turned back and curled up tighter, there was another peal of thunder and 228 whimpered like a scared foal.

Rainbow Dash turned and gave her friends a look that screamed “What just happened?” before returning her attention to 228.

Fluttershy felt pity for the poor creature and placed a hoof on his shaking back. With the same gentle kindness that she showed to all of the hurt animals that were brought to her she began to softly rub his back and tell him that everything was going to be okay.

Soon 228’s shaking slowed down, then stopped. Fluttershy smiled and asked, “Would you like to meet my friends now?”

Instead of a verbal response, 228 answered her by slowly standing up to his full height and turning to face her and her friends slowly. There was a chorus of gulps from the other girls as his face was revealed in all of its freakish glory.

Fluttershy just smiled, “Well hello there, 228, my name is-”

“Fluttershy.” finished 228, smiling slightly, which didn’t look nearly as gruesome as one might expect.

“How do you know her name?” asked Rainbow Dash, sounding suspicious.

“H-heard….*Hnnggg*... heard Rarity saying her name.” said 228 simply.

Rarity blanched at the mention of her name and then smiled sheepishly, “I see you know my name as well, 228. Though, if I may ask, do you have a real name?”

228 shook his head, “N-no…. it’ssss l-lossst…. gone for good, maybe.”, he tapped his head to emphasize his point, Pinkie’s ears pinned back and her eyes got teary, “You mean that you don’t know your name?” she asked, sounding teary.

“Just…. just told you… name is 228.” he said, sounding slightly annoyed.

Pinkie’s sadness vanished and she gave him a big smile, “Oh well, I see that you don’t really care, so I guess I don’t either!” she giggled and bounced up to 228 with a beaming smile on her face, “Hi, I’m Pinkie Pie! The number one super-duper party planner in Ponyville *GASP* maybe even all of Equestria! Or maybe not, I don’t really care as long as I’m making everypony smile.”

She finished her rant and held out a hoof to 228. The creature looked at the hoof with a cocked head before clenching his fist in an imitation of a hoof and lightly bumping the appendage.

Pinkie Pie giggled and turned to the others, “I think he’s fine.” she said simply before bouncing back to join them.

The Elements exchanged slightly-less nervous looks before Applejack stepped up and gave 228 a shaky smile, “H-howdy there uhh… 228. Mah name’s Applejack, owner of Sweet Apple Acres and Element of Honesty!”

228 raised his fist again, but Applejack simple took his hand in both hooves and shook, “Ya do it like this, see?”. 228 watched her with great interest and when she finished and stepped back, his piercing gaze remained on her.

The next one up was Rarity, who looked him up and down with slight worry on her face, she gulped and then asked, “Uh… if I may be so brash as to ask-”, Rainbow snorted at the use of the word “brash”, but Rarity paid her no heed, “-are you… naked?”

228 cocked his head and said, “Aren’t you naked, too?”

Rainbow and Applejack burst into laughter, Rarity blushed and backed away, looking sheepish, even Fluttershy let out a giggle.

Twilight was the last to come over. The two didn’t exchange greetings, they just stared at each other, both sets of eyes roved and examined every detail. Finally Twilight nodded and then graced 228 with a smile.

“Hello, I’m Twilight Sparkle, it’s nice to meet you, 228.”

228 looked at her and gave a fanged smile, “We’ve…. already met, though. I saw you….*hhhngg*... leaking…”

Twilight blinked and then blushed, “Oh, you remember that?”

228 nodded and then frowned. Before the others could react he had reached out and cupped her face in his hands, he lifted her face so that he could look at her better. Twilight fought the urge to squirm, knowing that 228’s sharp talons could easily reduce her face to bloody shreds, but 228 was surprisingly gentle, making sure not to cut her.

“You…. are not leaking….anymore.” he noted.

Twilight gently removed his hand from her face and smiled, “I wasn’t leaking, I was crying and I’m far better now, but thank you for your concern.”

228 nodded and backed away, Twilight turned and saw that her friends were all giving her concerned looks. “Guys? Uhhh… are you all okay?” asked Twilight.

Applejack came over and looked at her, “You were cryin’, Twi?”

Twilight heard the shock in her voice, as well as something else. She looked around at her friend’s faces, she blushed bashfully and looked away, “It was nothing, just Discord being mean, that’s all.”

She could see the rebuttals forming on their mouths, but she was saved from having to answer by a knock on the door.

“I’ll get it!” she shouted before zipping down the stairs at a speed that impressed even Rainbow Dash.

Twilight was glad that she had avoided the talk which was to come, but she knew that she couldn’t avoid it forever. Sighing sadly, the purple unicorn straightened herself up, plastered a smile on her face and opened the door.

“Hello, Twilight Sparkle.” said Princess Celestia, smiling regally down at her prized student, “I hear you’ve met a friend from… distant parts.”

Of Aliens And Cow-Birds

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Regenerator 228

Chapter 12

When Celestia had heard about the creature that Twilight had found, she had expected to find something from another world and to therefore meet something wholly different from any other species.

But she hadn’t imagined that this new friend would look so… unbelievably terrifying.

When she had first laid eyes on the creature known as 228 she had fought the urge to attack as she took in all of the twisted parts that made up the abominable whole. But her fears were allayed by the way that the other Bearers interacted with him, especially Fluttershy; the sight of the timid pegasus smiling at the creature was enough to convince her not to pass judgement.

At least...not yet.

When the creature- who was apparently named 228- saw her he smiled and lifted a fist outward, only for Fluttershy to demonstrate a proper wave, which he gave, albeit slowly.

The action was so childish and unexpected that the solar princess couldn’t help but chuckle, she walked over to 228 and held out a golden-shod hoof, which he shook clumsily.

“Hello, 228.” she said, “I am Princess Celestia, co- ruler of Equestria.” she turned to Twilight and her friends with a massive smile that showed what could only be described as pure joy, “You have no idea how wonderful it is to be ‘co ruler’ and not just ‘ruler’.”

The Bearers smiled back at her, with Fluttershy and Twilight both looking bashful. Celestia returned her gaze to 228 and found herself locking eyes with him.

Over the eons Celestia had learned that, in order to truly get a grasp of who someone was, you had to look them in the eye and see what lay in their depths. The instant Celestia’s magenta eyes met 228’s ember-like ones she saw several very unusual things, one of which was a sort of hidden intelligence.

I wonder just how hidden it is… she wondered.

“228, Twilight told me that you appeared in Ponyville shortly after a creature called Discord first began to cause mischief, did you meet someone that looked a bit… chaotic when you first arrived in Ponyville?”

The creature scratched his head for a second before answering, “Chaotic? Chaotic….. Discord….. discord means…. dis-harmony?....Y-yesss… I think I met a creature like that, he tapped me on the head and I grabbed his wrist… after that he went away.”

Celestia blinked, “He made physical contact with you?”

228 nodded, oblivious to the shocked stares of the other ponies. Celestia narrowed her eyes and powered up her horn, “228, I would like to scan you with my magic, if that is alright with you?”

He nodded and Celestia performed a brief, but thorough scan of his body. She was surprised to find that, although he did have traces of chaos magic within his body, they weren’t powerful enough to be mind-altering.

“Twilight, I believe that you will have to tell me everything that happened after you met 228.” she said after powering down her horn. Twilight nodded and began.

An hour-and many interruptions- later the tale had been told.

Celestia and the others had taken seats around 228’s room, except for Rainbow, who had dragged cloud in, much to 228’s intense interest, which was followed by Rainbow’s annoyance when he began taking pieces off and eating them, only to grow agitated when the clout melted on his tongue.

Applejack, of course, found Rainbow’s discomfort hilarious and the humor was doubled when Pinkie joined in to see if clouds tasted like cotton candy.

In the end, Rainbow chose to sit and that was that.

After the cloud dispersed 228 busied himself with an activity that provided no small amount of outrage for Twilight: playing with Celestia’s mane. Though Celestia herself seemed more amused than annoyed and allowed him to examine the rainbow hairs with practiced grace and 228, to his credit, never once pulled, tugged or cut.

The moderately civil atmosphere changed when Twilight mentioned the sudden and gory appearance of the Leader.

As she described the Leader’s appearance, her apparent powers and the threat that she made Celestia’s face went from interested to shocked before settling on angry.

“And you say that this monster was allowed to escape after making such threats?” she asked, glaring at her student. Twilight looked away, “I guess we were still in shock, I mean, it’s not everyday you see a flying, parasitic monster that’s enhanced by Discord’s magic explode out of an alien and call you fat.”

Celestia’s angry gaze faded and she sighed. Turning to 228 she gently extracted her hair from his grasp and addressed him, “228, do you know why this… Leader creature was inside of you.”

228 nodded, “In my world I was…*Hnnnn*...test subject….. I was to be one of a new breed…..stronger, faster, unable to…..die. I was implanted….with five parasites….*Hnnnggg*....Los Plagas. *Hnnn*..... one was implanted in my spine, one was put in my liver, one in each lung and one in my stomach.”

There were horrified looks all around. Fluttershy moved to him and laid a hoof on his arm, “You poor dear.”

“Ya mean ta say that your body is filled with things like that Leader monster?” asked Applejack, looking upset.

228 averted his eyes, “Yes… they used to talk to me, but now that Leader is gone they are….sssilent.”

“They talked to you?” repeated Twilight, excitement creeping into her voice, “Princess, do you know that this means?” she asked, turning to look at her mentor, “There are telepathic alien parasites that somehow control his body’s healing factor AND they also appear to be able to manipulate his muscles!”

“Twilight, I’m not sure now is the time to be, as Rainbow Dash calls it, ‘geeking out’ about the parasites inside of 228.” Celestia deadpanned. Twilight blushed.

“Doesn’t…*hhhrrg*.... doesn’t matter….. I die if they go.” said 228 simply.

Twilight gasped, “R-really? A-are you serious?”

228 nodded and let his eyes wander back to Celestia’s mane. The princess looked at him with concern in her eyes.

“Twilight.” she started, turning to her student “I want you to do a few tests on him to see if these…. Plagas could pose a threat to Equestria.”

Twilight nodded and began to write on a freshly-conjured piece of parchment. Celestia turned back to 228, who was looking out the window at the sunny sky.

“228, would you be alright if Twilight performed some magic tests on you? I promise that they won’t hurt in the slightest.”

Instead of answering her question 228 pointed out the window and said, “There’s something out...there, on the tree branch. It….looks like a bird… but not sure if birds have udders…. or tails.”

Celestia shot upright and ran to the window. When she looked out she saw that there was indeed a large, black and white crow with a swollen pink udder and a whip-like, hairless tail perched upon a branch just outside of the window, when it saw her, the “bird” gave a call that sounded disturbingly like a guffaw before taking off.

Celestia, in a rare slip of composure, stuck her head out of the window and called, “Discord! I know that you can hear me and I swear by Faust I will end your mischief once and for-”

She was interrupted by a spray of purple milk hitting her in the face. Growling, the solar princess wiped the milk off with a hoof just in time to see the “bird” use its feathers to give her a very rude gesture before flying away.

Celestia pulled her head back in and used the curtain to finish cleaning her face, she turned around and faced her concerned subjects.

“I’m going to have some very long, very harsh words with that millennial brat when I catch him.”

“Mischief?! Sun-Butt thinks that my glorious brand of Chaos is mere mischief!?” roared Discord, slamming his paw on the arm of the throne, sending out a ripple of pure chaos magic that further distorted the surrounding area.

His cow-bird gave a foghorn shriek as it flew out of blasting range, but Discord wasn’t one to take his anger out on his creations. They were HIS toys after all and what good was a broken toy?

“I’ll show her.” fumed the draconequus, “I just need to figure out how.”

He summoned a book that was roughly the length of a small continent and floated to its very top, the cover read: DISCORD’S BIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIG BOOK OF CHAOS, ANARKY, BAMBOOZLEMENT AND PRANKING SUN-ASS/BUTT/PATOOTIE/FLANK/PLACE WHERE ALL THAT CAKE SHOULD GO BUT FOR SOME REASON DOESN’T

“All I have to do is find the best plan.” he said, chuckling as he began to look through it. To most the book was impossible to read, what with its abrupt language changes, eldritch fonts and impossible colors, not to mention the fact that some pages would suck anypony who wasn’t Discord into another world.

But, to Discord, it was as easily accessible as an encyclopedia. Heck, he had even thought about calling it The Encyclopedia Discordia, but that was far too boring for his tastes.

Plus the first letters of the title spelled out: DBBOCABAPSABPFPWATCSGBFSRD

His favorite word ever.

The draconequus sifted through the pages until, at long last, he reached one that didn’t seem too bad: Find Out Where That Freaky Vampire Thing Comes From And Find Monsters From That World To Cause Havoc.

Discord’s grin could be seen from space.

Cute Mark Crusaders: Freaked Out!

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Regenerator 228

Chapter 13

After Princess Celestia and the girls left, Fluttershy spent a few minutes showing 228 around her house. At first her animal friends were absolutely terrified, even Angel ran and hid under her couch.

“And this is my living room, the bunny under there the couch is Angel, the two bats on the ceiling are Bruce and Terry, the tarantula in the tank is Peter, the dog on the little bed is Ace and the cat that’s curled up on the chair is Kitty.”

228 waved to the animals and was pleasantly surprised to find that he didn’t feel the urge to eat any of them, Though that bunny looks kind of juicy…

Fluttershy sat him down, “Would you like something to drink?” she asked, 228 nodded and said “Would like….some water...p-please.”

Fluttershy nodded and went off, leaving the regenerator sitting on the couch, looking around the cozy living room. There was a large mirror opposite him and he was struck by how unbelievably off he looked, an ugly, drab monster in the midst of warm colors and happy animals.

Do I really look like that? he wondered, reaching out and flexing his talons. The beast in the mirror parrotted his actions. If 228 had possessed pony ears, he would had laid them tightly across his skull, I look like a monster.

He was so distracted that he didn’t notice the dog, Ace, coming up to him until he felt the cold nose brush his hand. 228 started and turned his attention to Ace, who had transitioned from sniffing to licking his hand. The odd sensation made 228 giggle and he reached out and petted the dog.

Ace whined happily and pushed his head against 228’s palm, relishing the attention. Ace was some kind of mutt, though 228 didn’t know what breeds made him up he did, however, know one thing: Ace was damn fluffy and damn cute.

A second later Kitty uncurled herself and sauntered over to 228 with a bored expression, she sniffed at his foot, then turned and left. At least she didn’t scratch me… he thought wryly, then he returned his attention to Ace, who was now laying on the floor with his little tail wagging in pure ecstasy.

You remind me of something… he thought as his mind began to wander back, back to his past.

He was back in his house, Tomas, his younger brother, had been gone for an hour and Mother was getting worried. So she had sent him out to retrieve his little brother, after giving him a flashlight, a blanket and a kiss on the cheek, she had sent him off.

He had combed the whole village and had even bothered Dr. Salvadore, who was notoriously foul-tempered.

After what felt like an eternity he finally found Tomas, sound asleep in a barn, with a very scrawny black dog curled up next to him. After all that time searching and here he was with some mangy mutt? He had scolded Tomas harshly, but Tomas had told him that he had freed the dog from a beartrap near Salvadore’s house.

But he hadn’t cared, he had just wanted to leave and get back to their warm house. He had tried to shoo the dog away, but the dumb beast wouldn’t respond. He had been so tired, he had kicked out…. and Tomas, his little brother who couldn’t even lift a plow, had punched him in the face… and broken his nose.

That had been the first true pain that he had ever felt and not just because of the break…

228 didn’t realize that he had been hugging Ace until he felt his tongue on his cheek and he didn’t realize that he was crying until Fluttershy came in and asked him what was wrong

“I….I was mean...to my b-brother...b-back in my… world…” he said, hugging Ace tighter.

Fluttershy gasped and ran to him, she wrapped her forehooves around him and hugged him tight. 228 let go of Ace and hugged her back, he even extended his arms and coiled them around her.

After a few minutes Fluttershy politely asked him to release her and he obeyed. Fluttershy retrieved the tea cup, which she had placed on the ground and the two sat in silence for what seemed like hours, though 228 had a difficult time keeping the tea in his maw, after a few spills he figured out that his venus flytrap-like teeth were suitable in keeping the liquid in.

“So” began Fluttershy, “do you want to go into town today? I bet the Mayor will want to meet you.”

228 shook his head, “Don’t want to…. meet others…. just want to stay here.”

Fluttershy frowned, “I know that you think that they’ll all run away from you or something like that, but the ponies in Ponyville are very accepting. I’m sure that you’ll fit right in.”

228 scrunched his face up before huffing, “Okay.”

Fluttershy smiled and patted him on the arm. She was just about to take the tea cups back to the kitchen when she heard a knock at the door, It must be one of the girls. she thought, “228, could you get the door?”

She knew that she had made a big mistake when she heard the scream of three, small voices.

“Ah’m tellin ya, Ah know this one will be the one. Ah can feel it.” said Applebloom confidently.

“I don’t know.” said Sweetie Belle, sounding unsure, “Are you sure that Cutie Mark Crusaders Veterinarians is a good idea, I mean, we haven’t had any training.”

“That’s why we’re going to go see Fluttershy.” said Scootaloo with an excited smile, “Isn’t that right, Applebloom?”

The farmpony filly nodded enthusiastically, “Eeyup, if’n there’s anypony who can teach us about carin’ for animals, it’s Fluttershy!”

The Cutie Mark Crusaders had begun their shenanigans only a month ago, after they met each other at Diamond Tiara’s cutecineara, but if one were to write out a list of their failed attempts to earn their cutie marks, the amount of parchment would have ran the length of Sugarcube Corner and beyond.

Now they were on their way to Fluttershy’s house, and they were about to arrive at the worst time possible.

They got to the door, with Sweetie Belle staying behind to try and coax one of the many groundhogs out from their holes so she could pet one. Scootaloo was the first to the door and the first to knock, and she was the one who got the closest look at the hideous beast that answered the door.

It towered over the orange filly, its red eyes stared down at her, seeming to pierce her very soul, its massive claws, which looked to her like spikes, scraped the ground. It opened its awful mouth and made a low hissing sound.

Scootaloo considered herself to be a brave pegasus, standing up for what was right and protecting her friends from bullies just like her idol Rainbow Dash, but the creature was bigger and had far more pointy parts than the average bullies.

And it’s in Fluttershy’s house…. Oh Sweet Celestia that monster ate her! thought Scootaloo in a panic. She screamed and ran, followed shortly by her friends, who had also seen the monster, but had reacted slower to to shock.

Or course, 228 had absolutely no clue what the little ponies had wanted, and all they had done was give him a heachache with their piercing screams. But he had known why they had screamed and, although it hurt to admit, they were right to be afraid; he certainly was not something that could be described as “beautiful” or even “cute”.

Sighing he closed the door and started to return to the living room just as Fluttershy ran to him. “Who was at the door?” she asked, though her tone and the panicked look in her eyes made it clear that she probably already knew the answer.

“Three…..little ponies….*Hnnngg*... One orange, one white and one yellow.” he said, “They saw me…. they screamed…. like you did.”

Fluttershy’s eyes widened and she ran for the door, whimpering about the severity of the situation. In a flash she was gone, leaving 228 alone once again.

Sighing, the regenerator decided to take a walk around the house to see if he could try his claw at clearing his cluttered mind.

The sky was as blue as fresh water, Celestia’s sun hung amidst the blue like a yellow island, the cool breeze and the warm grass relaxed his muscles, and the sounds of the wind through the tree branches was calming beyond belief.

Yes, I think that I can clear my head. thought 228 confidently as he began to organize the various issues that were plaguing him.

I need to figure out how to hunt better, I need to make sure that Fluttershy doesn’t have to watch me eat meat in front of her, because I doubt she’d like to see it. I have to teach myself to talk better and I need to learn more about this new world.

I have to test out my abilities more, maybe I can extend my legs or my neck? That would make hunting easier… I could catch those yummy-looking birds that I keep seeing. Maybe I’m faster, too? If I am, then I can catch anything that I want!

I have to find out if the other Plagas can talk, or if they’re plotting to leave me like Mr. Gut, though I don’t think Mr. Gut is a “Mister” anymore…. and I think that she’s picked out a name for herself.

The Leader, yeah, that’s her new name.

Should I get a new name? Like 229? O-or Smith? Maybe Chris? Leon? Jack? Ashley? No, no I think 228 will do fine. But what about my old name?

228 shook his head and growled, NO! I don’t want to remember my old name, I don’t need it anymore.

The truth in this thought surprised him…. and scared him a little.

Do I really mean that? I guess I do, because I don’t feel sad over losing my real name. Now, what else do I need to do? I need to get food, I need to learn to talk, I should try to write to see if I can… and I need to find Discord and the Leader.

228 hissed at the memory of those two monsters.Both were different in terms of appearance, power and goals, but they were the same in one way: they were both monsters, even more so than he was.

Fluttershy was close to a full-blown panic attack when she galloped into Ponyville.

I have to find the crusaders and explain about 228 before they cause a panic! she thought desperately, feeling the fast-paced drumbeat of her heart and the chill wetness of the sweat that was beginning to form on her forehead.

She rounded a corner and smiled when she saw the trio of fillies running for the Mayor’s office, “Girls!” she called, picking up speed.

The trio of fillies turned and gasped when they saw her. Fluttershy stopped a few feet from them and held up a hoof to silence any questions so she could catch her breath. When her breath had returned she said, “Don’t worry, girls, I’m fine.”

“F-fluttershy?!” asked Applebloom, stunned.

“Is that really you?” asked Sweetie Belle, approaching Fluttershy, who nodded.

“I’m fine girls, really, I am.” she said with a soft smile, ruffling their manes.

“B-but what about that freaky monster?” asked Applebloom.

“Oh, he’s not a monster…. well, okay he kinda is, but he’s a very nice monster.” said Fluttershy with a confident smile, “His name’s 228.”

“228?” asked Scootaloo, “What kinda name is 228?”

Fluttershy shrugged, “I guess it’s the name he goes by, and I certainly wouldn’t ask him to take another name.”

“But….why is he here and not in th’ Everfree?” asked Applebloom.

“Oh, it’s because he’s not an animal.” answered Fluttershy. The CMC all let out a collective “Ohhh.”

“Now…. why don’t you go back to your clubhouse and I’ll tell the Mayor about 228? Though I’m not sure if Twilight’s already told her.”

The CMC’s faces became downcast and they looked at each other before looking back at the yellow pegasus, “But we wanted to learn how to care for animals from you.” said Sweetie Belle. Fluttershy blinked at them before asking, “R-really, you three wanted to learn about animals… from me?”

Applebloom nodded, “Eeyup, everypony knows that you’re the best animal caretaker in all of Equestria!”

“And who better to learn from than the best?” added Sweetie Belle.

Fluttershy blushed and pawed at the ground bashfully, “Th-thank you girls, I didn’t know that some ponies thought I was the best, but I’m very flattered.”

“So does that mean that you’ll teach us how to take care of animals?” asked Scootaloo, hopefully.

Fluttershy held a hoof to her chin, “Maybe… I think you’ll have to ask your guardians, but I can probably help you, but you have to promise me that you won’t bother 228 while we’re there, I’m not too sure that he’d like company.”

The CMC nodded, though Scootaloo seemed a bit unsure, something which Fluttershy immediately noticed. “Don’t worry, Scootaloo, 228 will probably be in his room when you come to visit.”

That seemed to calm Scootaloo down and the orange pegasus filly gave Fluttershy a wide smile. The trio of troublemakers said their goodbyes and departed, leaving Fluttershy to go and ask Twilight if she contacted the Mayor.

Ah, memories. thought Discord as he floated past the statues in the Princesses Garden, all of whom had been former enemies of Celestia and Luna.

The draconequus paused by the statue of a large, hideously deformed creature that looked vaguely penguin-like if one were to see it in the right light. A plaque underneath the statue read: KING CHARLATAN: The Spirit of Greed and Corruption.

I wonder if either of them know how horrible this is. he thought sadly, Even I wouldn’t delve into that particular brand of cruelty…. though I might make an exception for Sun-Butt, though I doubt that her statue would look this dignified, I’d probably pose her to that it looked like she was on the loo…. or maybe I’d have her eating big honking slice of cake. I might even go for making her statue out of mac and cheese.

He smiled as he pictured all the ways that he could humiliate Celestia, but quickly sobered up when he remembered that he had work to do.

In a flash he had teleported out of the garden and into the darkest and most dreaded part of the castle: the Vault.

The Vault was a massive place dedicated to storing all of the most deadly and unnatural arcane tools and artifacts from around Equestria. Though Discord knew that it wasn’t the only one of its kind, he knew that it was by far the largest and it had the one thing that he was looking for.

Starswirl’s Mirror: a gateway to other worlds and one of the most heavily guarded relics of the bygone era when Starswirl was still in Equestria and Discord and the Princesses were still friends.

It’s almost too bad that those days had to end. thought Discord, feeling a rare twinge of nostalgic sadness for the days when he and Celly used to frolic in the tall grass and steal food from the kitchens. The sadness faded when he remembered how restrained he had felt when he was young.

They should have let me have my fun. he thought angrily, feeling the hate bubble up within him, They should have known that it’s in my race’s nature to cause chaos and bend reality…. why couldn’t they see that?

Discord shook his head to clear those pesky feelings away, he was here to have fun and fun is exactly what he was going to have.

It didn’t take him long to find the Mirror and it took him even less time to get around the various magical traps.

The Mirror was just as he remembered it, with its oval shape and multiple loopy offshoots that had no real purpose other than to look good.

Smirking, the draconequus reached out and tapped the surface of the mirror, his smirk widened when his eagle talon sank into the glass like a stone into water, causing ripples to spread outwards.

“Perfect.” said Discord, allowing himself a teeny evil chuckle before he withdrew his talon. He took a few steps backwards, conjured up a pair of swimming goggles and a polka-dotted bikini, and took a graceful swan dive into the mirror.

The Palace Of Doors

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Regenerator 228

Chapter 14

Discord floated weightlessly in the Void for a few seconds before the ground came into existence and he dropped like a stone.

After dusting himself off he closed his eyes and envisioned a path that would lead him to what he desired. When he opened his eyes he saw a stain-glass bridge that led off into nothingness.

Discord had only ever done this once, when he, Celestia, Luna and Starswirl the Bearded went into the Mirror in order to capture a light-stealing monster named Tirek, who had escaped the garden during Luna’s first eclipse. It may have been 10,000 years ago, but Discord remembered the rules that came with travelling through the Void.

He kept his mismatched eyes straight ahead, if he looked down the bridge would vanish and it would take him Faust-knows how long to claw his way back into Equestria. He also knew that he had to repress as much of his chaotic energy as he could, because there were things lurking within the Void, parasites that would be attracted to his power like moths to a flame.

He also knew that he should refrain from thinking about certain beings, lest they appeared and possessed him.

And he also knew that he had to keep his destination in the forefront of his mind, though that was easy, considering that The Palace of Doors was not a forgettable place by any means.

There was a noise off to his side: it sounded like something very big moving through the space, the sheer size of it making the air itself ripple.

Just keep walking, Discord. he thought as he continued on his way, though he picked up his pace.

Ten parsecs later he arrived at the door to the Palace of Doors.

The door was massive, made from a type of phosphorescent stone that wasn’t native to Equestria, and it was emblazoned with the figures of the Two Makers: Faust and Mad Maudlin.

Faust had been the one responsible for the creation of every single race of pony, as well as the minotaurs and diamond dogs. Mad Maudlin had created the changelings, the dragons, the griffons and the creatures that lurked at the End of the World.

The two beings had been constantly at war, with Mad Maudlin trying to convince Faust to let him have dominion over the natural balance of things, and Faust denying him at every turn. After a while Mad Maudlin decided to corrupt Faust through clever tricks, but they all failed and the first draconequus left the universe in a huff, but not before telling the pony goddess that his children would appear from time to time to “Keep the fun going.”

Discord felt a sadness well up within his heart as he gazed upon his father’s bas-relief form: the long scorpion tail, the ram horn and deer antler adorning the head of a cackling hyena, the body of a Minotaur, the crab claw that made up the left arm, the bladed tentacle that served as the right and the spider thorax that made up the entirety of his lower half.

He was the perfect picture of a draconequus.

“I miss you, Dad.” said Discord, letting true sincerity carry his words. The statue’s eyes flashed blue, the door creaked open and Discord entered the Palace.

The first thing that he saw upon entering was the sheer number of doors.

The Palace of Doors was less of a palace and more of a titanic, circular room that had more floors than were possible to count. Each floor possessed millions of different doors, each one leading to a different world. The types of worlds ranged from parallel universes to entirely alien ones that weren’t even close to Equestria.

A normal person might spend an eternity and a day trying to find the world that they were looking for, but Discord wasn’t “normal” by any means AND he knew the secret to finding the right world.

He simply closed his eyes and thought of the creature that he had met.

There was a sound not unlike a vacuum cleaner sucking up a sock and Discord found himself standing in front of a metal door with a handle that was stained with something that didn’t bear thinking about; there was an odd symbol painted onto the metal.

Smiling smugly to himself, Discord reached for the handle, then stopped; there were odd scratching noises coming from behind the door.

Discord popped an ear off and placed it to the door: besides the scratching sounds there was low, mournful moaning, it actually gave him goosebumps and, for the first time in forever, he hesitated.

Maybe I’m making a mistake… maybe this is a bad idea, I mean, am I really so cruel as to sick a bunch of alien monsters on my enemies. Am I really that petty?

NO! I can’t think like that! I’ll just change the door’s location, find some monsters, kill-proof them and have the Element’s fight them so I can rule the world.

Discord steeled himself, puffed out his chest, then opened the door.

Fluttershy returned to her home to find 228 fast asleep on her couch with Ace curled up at his side and both Bruce and Terry cradled under one arm.

The sight warmed her heart and it made her feel guilty for needing to wake him up, but she did have important things to discuss; namely the fact that the Mayor wanted to meet him for herself.

Trotting over to the slumbering creature Fluttershy laid a hoof on his arm and began to gently shake. “Come on, 228. Time to get up.” she said sweetly.

228 let out a low hiss and opened his eyes, “Jusssst…. another minute…. madre…”

The instant the words left his mouth he awoke fully and stared at Fluttershy. For a split second his red and orange eyes flashed with pain, then he gave her a shaky approximation of a smile before slowly sitting up.

He’s trying to hide his sadness, the poor thing. thought Fluttershy. She came closer and hopped up next to him, he opened his fanged maw to ask her what she was doing, but, when she began to rub his back, he knew what she was doing.

She heard me call her madre. he thought, feeling shame wash over him, I called someone else madre.

It was then that a horrible realization struck.

“Don’t….*hhhnnn*... remember her face…” he said, feeling acidic horror well up in him like bile.

Fluttershy gasped, all thoughts of talking with him about meeting the Mayor vanishing “Oh dear. 228 I-I’m so, so sorry, I-is there any thing that I can do?”

228 stood up, “Can I…. hhhunt?” he asked, turning to her and flexing his claws.

Fluttershy nodded, “Y-yes, but try not to… to kill-” the word still left a bitter taste in her mouth “-try to stick to fish, okay?”

228 nodded and walked out of the cottage. Fluttershy watched him exit and followed his progress by looking out the window. As she watched him disappear into the darkness of the Everfree, she noticed that his posture had changed: he was crouched down and his muscles were tensing underneath his scaly skin; it was obvious that he was “In the Zone” as it were.

Fluttershy sighed and turned her attention to Ace, who was whimpering. The yellow pegasus smiled at him and held out her hoof. As Ace licked it and allowed himself to be petted Fluttershy wondered how she could help her new friend.

Maybe Twilight can do something, I’m sure she could find some spell that could… I don’t know, maybe tap into his memories and bring back the memory of his mother’s face…. I’m just glad that my Ponyera isn’t as rusty as some of my other languages.

Fluttershy finished petting Ace, then she got off the couch, “Well… I have chores to do and I’m sure that Twilight will still be there in a few hours.” she said, trying to force a chipper tone and failing.

She cast one last look at the Everfree, Oh I hope that he doesn’t get into any trouble. she thought, saying a silent prayer to Faust before starting her chores.

228 ran through the darkened Everfree forest, feeling predatory elation at his silence and speed. He hadn’t alerted a single predator to his presence, though, to be fair, there weren’t many predators out today.

The slits that served as his nostrils flared open as he sniffed the air, trying to scent out some water. When that didn’t work he tried to listen, but all he heard was birds singing and breeze blowing.

Growling, 228 returned to his pace, his stomach rumbled and a jolt of hunger ran up to his throat.

“Need...meat…” he hissed, angry at himself for being a slave to his ravenous hunger.

Except that isn’t true. he thought, stopping and letting his shoulders slump, That isn’t the reason that I’m angry.

228 felt his claws begin to tremble as he tried to hold back the tide of truth, but the thought had slipped past and burrowed into his mind. I’m angry because I’ve disrespected my mother, I’m angry because I can’t remember her face and I’m angry because, even though I have all this power, I . Still . Can’t. Help!!!!

With a roar of “USELESSSSSS!!!” 228 slammed a fist into the nearest tree, toppling it and evicting the squirrels and birds that lived there.

228 stood next to the ruined tree and tried to calm down, but it was very difficult when all he heard was the sound of animals snapping twigs as they ran… which was odd, since he had scared off most of the animals in the area.

Wait….

228, whirled around just as the snapping sound came again, his nostrils, which had been closed to prevent tree bits from getting in his nose, snapped open and the familiar scent of pony wafted up from somewhere to his immediate left.

228 turned and stared into the dense undergrowth, letting his eyes scan the various gaps in the foliage. In a second he spotted a flash of off-white fur moving through the scrub. 228 narrowed his eyes and looked away, pretending that he didn’t see anything, I’m going to scare that pony furless for stalking me. he thought with a grin.

The regenerator walked around a nearby tree, stopped, and walked in place for a few seconds, slowly decreasing the weight on his feet to mimic the sound of receding footsteps; then he waited.

It didn’t take very long for the pony to come into his line of sight. 228 had expected a full-grown pony, but this one was very small, with a rather large head, skinny legs and buck teeth. There was also something strapped to his back and neck, something that was very familiar, but the name that went with it was, at the moment, lost to him.

The little pony trotted past him and held a hoof to his brow to get a better look, 228 considered leaping out and roaring, but that seemed a bit too harsh, so 228 went with making a low hissing noise.

Featherweight practically peed himself when he saw the monster emerge from the darkness.

He had been spying on him from afar for a while, but he had hoped that he’d never have to get close enough to feel its foul breath on his face.

The scrawny colt backed away, fear blocking his throat, making his tongue as dry as all of Saddle Arabia and filling his large eyes with tears. He had never been physically strong and his IQ of 123 didn’t stand up against the bigger foals… or the really mean ones like Diamond Tiara.

Now he was in a spot where his IQ didn’t matter and the speed that he had developed to run away from bullies probably wouldn’t save him.

“I’m going to die.” he whimpered aloud, feeling the tears of fear trickle down his face. He expected the monster to laugh evilly and lunge, but instead its face sank and it heaved a massive sigh before shaking its head.

"Nnnnot…..*hhhnn*...hurt you.” it said in a masculine voice.

Featherweight gasped, his fear being replaced by astonishment “Y-you can talk?!” he stammered.

The creature nodded his head and started to turn away to leave. When he saw that the creature was leaving Featherweight did something so stupid that, when all was said and done, he would facehoof every time he thought about it.

“Wait!” he shouted, covering his mouth a second later in the hopes that he could somehow preemptively silence the word, but the damage was done and the creature turned back and looked right at him.

Aw, horseapples. Now he’s gonna come back and eat my brain! Why would I be so foalish as to say that? I’m I really so unbelievably, incomprehensibly vacuous that I’d call the hulking brute back to me when I was going to spare my life? Though this is probably my only chance and I bet I’d become really popular if I did an expose on him for the Foal Free Press.

“What…. do you want?” he called, shaking Featherweight out of his stupor.

“Uhhh… Can I ask you some questions?” he asked, deciding that, since the monster hadn’t eaten him by now, he might be full enough to not attack him.

The creature cocked his head and asked, “Why?”

“BecaseIthinkthatyoulookkindacooleventhoughtyou’reanalienmonsterandI’dlikeitveryuchifyoudidn’teatme.” Featherweight said, letting the words pour from his mouth at a velocity that would amaze Pinkie Pie.

“What?” asked the creature, examining him, “Weren’t you… afraid of me a sssecond ago? Isss your….*hhnnn*...brain wrong?”

Featherweight blushed, but also made the mental note that he had been scolded by a monster; which was pretty cool.

“Uhm… no, I just think that a talking alien is pretty cool and maybe you could answer some questions? I mean-if it’s alright with you…”

The creature smiled slightly, “You sssound like Fluttershy.”

Featherweight gasped again, “You mean the stories are true? You really know Fluttershy? Then does that mean that you’re her guest?”

The alien nodded and Featherweight let out a triumphant “Yes!” before pulling out a pen and a piece of paper from his backpack.

“Will you answer a few questions for the Foal Free Press” he asked, trying to affect a serious, more adult tone.

The alien raised a brow ridge and then said, “Yesss…. but can I asssk you a quesstion? What’sss you’re name?”

The colt blinked before replying, “My name’s Featherweight, what’s yours”

“228. It’sss nice to…*hhnn* meet you.” said the al-228, extending his clawed hand.

Featherweight hesitated for a second, then he took the hand and shook it with a smile.

Discord stood at the epicenter of pure chaos.

All around him there were buildings on fire, wrecked machines which he thought might have been called “Otto-Mobeels” and flickering, electric lights.

In the distance he could hear the sounds of feet running, screams low moans and roars.

“Well this is….neat.” said Discord, smiling slightly as he began to walk forwards. Had he looked at the “Otto-Mobeel” to his right, he might had noticed the bloody corpse in the driver’s seat open the one eye that wasn’t dangling from a thread.

The draconequus sauntered down a darkened alleyway, not seeing the skinless, eyeless creature climb down the sheer side of one of the buildings, flicking its long, red tongue out to taste the air.

He rounded the corner and passed a section that was cordoned off by chainlink, completely oblivious to the swift movements of three reptilian creatures who had their predatory, yellow eyes fixed squarely on him.

Discord began to hum a tuneless song as he switched to floating out of the Alleyway and back into the street. He was still totally unaware of the signs of monstrous life that were popping up wherever he went.

Once he got to an intersection he looked around again, sighing when he saw nothing, though, to be fair to the monsters, he was wearing shades and it WAS dark out.

“Welp, I guess this place it a no-go.” he said, disappointment written on his face, raising his fingers to snap.

That’s when he heard it: the cacophony of scraping claws, low growls, heavy, dragging footsteps and low moans.

Discord turned around and saw a whole, diverse group of the most twisted and horrific monsters that he had ever seen in his life: They. Were. Beautiful.

Discord smiled as they closed in, “Well, I guess I was wrong about this place.”, he snapped his fingers and formed an impenetrable bubble around himself, making sure to reinforce it in case one or more of the beasts could drain his magic like 228.

“That being said I still need a few more recruits.” said the draconequus, turning away from the slavering beasts after conjuring up bubbles for them as well. He raised a paw and snapped again, causing a tear to open in the fabric of the world’s reality. Through the tear he saw an expanse of grass, with a looming castle in the background framed by a rainy sky.

“Perfect.” he said, smiling. He turned back to the other monsters and said, “How’s about a little trip, guys?”

His answer came in the form of more hissing and moaning.

“I’ll take that as a “Yes”.” he said flippantly, before turning and stepping through the rift.

The rain was cold against Discord’s fur and he sighed in pleasure: he hadn’t felt rain in a thousand years, he would have been content to stay and bask, but he had more important things to do.

Discord set his sights on the castle, closed his eyes, concentrated, and teleported right into its very depths, leaving a group of monsters in bubbles behind.

He appeared in a set of dank, gray-colored sewer tunnels with steep walls and a high ceiling. He conjured a pair of galoshes to avoid the foul water and began to snoop around, confidant that his chaotic energy would attract some more beasties.

He didn’t have to wait long before his theory was proven right.

There was a loud splash straight ahead of him and he stared into the dim light, seeing the ripples in the water, but not seeing what made them. “Huh, that’s...odd.” he said.

Then he heard two more splashes come from behind him, he whirled around and saw the water ripple and slosh, followed by something leaping up onto the wall.

Oh I get it, they’re invisible. thought Discord, rubbing his hands and cackling as he thought of all the uses he’d have for an invisible creature. No, THREE invisible creatures, oh, Celestia’s gonna be in for a real mess when I get back!

Discord ducked just as the creature at the front sprang at him, he trapped it in a bubble just before it hit the water and he repeated the process when the other two tried to gang up on him.

After that it was just a simple matter of cancelling out their invisibility so that he could get a good look at them: the creatures looked like very big insects, with long legs, wings and glowing, yellow eyes that held nothing but simple hunger and basic instinct.

In other words: the perfect allies.

“Aww… you guys are so cute!” he cooed, sticking a paw into a bubble and rubbing the creature’s hard, chitinous head. He immediately regretted doing so when the ugly thing bit his finger! He yelped and drew back, glaring at the creature as he conjured up a band-aid and placed it over his boo-boo.

Discord turned away from the trio and refocused on his task.

“I think three more should be enough. What do you think, guys?

He got no response save for some clicking noises. Discord stuck his tongue out at them, “Fine, be that way.”

He turned and snapped his fingers. He ended up in a throne room of some kind, where a pale-faced boy clad in the most ridiculous getup that he had ever seen sat on a golden throne, flanked by two tall creatures in black and red robes.

The instant that he appeared the boy leaped to his feet and pointed, opening his mouth to demand something, but Discord snapped his fingers and glued his lips together. He smirked and turned back to see that one of the robed creatures had vanished.

What the…?

There was a snarl and Discord felt a starburst of pain in his temple. The blow was powerful enough to destabilize him and, when the super-fast monster attacked again, he was thrown to the floor with a grunt.

The draconequus sat up with a growl and the creature appeared before him. His hood didn't even come off… he thought, wondering what kind of creature could be that fast.

Then the creature lunged towards him and he snapped just as its three, massive talons came down. The newly-created bubble shuddered from the impact, but held.

Sighing in relief and wiping some sweat off of his forehead, Discord teleported away from the throne room and appeared in a garden, where he picked up two very…. tentacle-y wolves, followed by him snatching up a slumbering guy in heavy-looking iron armor who bore a set of ginormous claws on his wrists.

The King of Chaos finished his little “shopping trip” by catching a titanic, troll-like creature that was about the size of a two-story building.

When he was finished he returned to the fiery city and examined his collection: Three big lizards, two octopus-wolf-things, three invisible bugs, one armored dude with claws, two corpse-like thingies, two skinless things with really long tongues, one fast monster with cool-looking robes and a giant monster that Discord suspected would be very fun to ride into Canterlot when his evil takeover commenced.

Discord smiled and puffed out his chest, Truly there can be no one as profoundly awesome and deeply handsome as Discord.

Then he snapped his fingers and disappeared, along with his new playmates.

Rainfall

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Regenerator 228

Chapter 15

“Confound this blasted machine!”

Flam sighed and looked over the top of his newspaper at his clean-shaven brother. Flim had been tinkering with the Super Speedy Cider Squeezy 6000 for the better part of an hour and he hadn’t made much progress in fixing the damaged engine.

“Just give it up, brother dearest.” said Flam, his sigh ruffling his mustache.

“No!” shouted Flim in a rare display of anger, “This is our only fast mode of transportation and I’ll be a diamond dog’s daddy before I let this work of art die in its prime.” he shot his mustachioed sibling a glare, “And I’d greatly appreciate your most auspicious assistance.”

Flam sighed and hopped down from his position on top of the machine, he rolled up his already rolled-up sleeves and sidled up beside Flim, who had opened up the hood of the Super Speedy Cider Squeezy 6000 and was poking around its insides with a screwdriver.

“Alright, brother of mine, what am I to do?” he asked, not sounding the least bit enthused.

“We need to find the malfunction in this engine, Flam.” said Flim, not looking up.

Flam could tell by the way that his brother refused to look at him that he was angry. Though that was to be expected, considering that he had built the massive, clockwork machine without any help from him. He had said that “It was something that he had to do for himself.” and Flam had accepted that.

When most ponies saw the twins, they tended to think that the two did everything together or finish each others sentences like some old married couple, or something equally as ridiculous. They did play up the whole “Twin Thing” when they were “Performing”, but they were two very separate individuals outside of their performer shtick.

Flam had always been the one with ambition, seeing opportunity around every corner and embracing it in every form. Flim went along with his brother’s plans, mostly because he was a supportive brother, but also because he loved to build things and show them off.

Flam watched his brother sift through loosened gears and pipes with ever-growing exasperation, he considered telling him that he should take a break, but he knew that Flim would just glare at him and go back to his work.

So Flam let his clean-shaven brother do his tinkering, occasionally handing him different tools. One of Film's numerous faults was that he liked to do things with as much solitude as he could get away with. As such he had almost forgotten that he had even wanted his brother’s help.

After an hour Flam decided to break the silence, “So, dear brother, got any new invention ideas puttering around in your cranium?”

Flim stopped and heaved a sigh, “I’d prefer not to speak of my mental schematics, the mere idea of making another gadget to get you money is too much to bear at the moment.”

Flam blinked, “Excuse me? ‘My’ money? It’s our money, brother of mine. What’s gotten into you?”

Flim sighed and rested his horned head upon the bumper of the machine, “Never you mind, brother. I doubt that you would care for my thoughts at the moment.”

Flam put a hoof to his chest, “Why, Flim, I am utterly devastated that you would think that I wouldn’t care about what you have to say.” he moved and gently laid a hoof on his brother’s shoulder, “You can tell me anything.”

Flim took a deep breath and said, “I think that we should give up this lifestyle. I’m sick of conning ponies.”

Flam stared at his brother with shock written on his features. he stared at his brother for a moment longer…. before bursting into a guffaw, “Ha! A most excellent jest, brother of mine. Topical! Priceless, even!”

He stared expectantly at his brother, waiting for him to laugh too, but Flim merely sighed again, rose to his hooves and trotted around the Super Speedy Cider Squeezy 6000.

Normally Flam would have let his brother go had he been in one of his moods, which-Flam realized- had been getting more frequent ever since they had left Ponyville, but this was different than the usual “I’ll never get it, never!” type of tantrum, by Tartarus, he wasn’t even sure that what had happened could be called a “tantrum” of any sort.

So Flam followed his brother. He found Flim sitting in the drivers seat with his head cradled in his hooves. “Are you alright?” asked Flam, dropping his usual arsenal of big words. His brother looked at him and Flam realized just how unbelievably tired he looked: there were dark bags under his eyes, his cheeks looked more hollow than usual and his hair was a tangled mess.

“No, not really,” He said, “ I’m just so tired of conning the masses, then getting run out of whichever town we’re in when they inevitably get fed up with your lies and cheats.”

Flam’s jaw dropped, then his brow furrowed in anger, “ MY lies and cheats?! Have you gone insane?”

“Your little schemes were all yours, not mine.” Flim retorted, getting up and pointing a hoof at his reddening brother, “You wanted to milk my inventions for everything, not me. You wanted to use singing and dancing to convince ponies to buy our snakeoil and you are the one who didn’t use my inventions for their intended purpose!”

“I am trying to provide for you, you fool!” roared Flam, getting in his brother’s face, “You were always the weak one, I always had to stand up for you when you got bullied, because you were too damn weak to stand up for-”

With a roar Flim lashed out and caught his brother in the jaw with a left hook that knocked him right out of the drivers seat, the blow had been painful, but the shock was even more so. Flam shakily got to his hooves and wiped a small trickle of blood away from his muzzle, he looked up at his brother and saw bitter tears running down his face.

“I just wanted to make other ponies’ lives better, but you just want to make a profit!” he said, his voice cracking.

“So you thought to punctuate your true feeling by punching me?!” yelled Flam.

“Well, at least you’re actually listening.” replied Flim.

“Oh I’m listening all right,” said Flam in a low voice “ and do you know what I hear? I hear a whining brat throwing a temper tantrum because his toy broke!”

Flim blanched and set his jaw, obviously trying to keep it from trembling. Flam realized almost instantly that he had just said the absolute worst thing that he could have said.

The guilt hit him hard and he opened his mouth to apologize, but his brother was already moving. Flim leaped out of the machine and bolted off into the night.

“Brother, wait!!” called Flam, galloping after his heartbroken brother, but, if Flim heard him, he didn’t give his brother any sign, he just kept running and Flam was losing ground.

The mustachioed salespony ran until the rocks on the dirt road cut his hooves, but Flim had gone from a black dot far ahead to a pinprick on the horizon.

Then he was gone.

********************************************************************************************

228 had never thought that he could blush, but the amount of praise and exclamations that the little pony known as Featherweight bestowed on his was proving him dead wrong.

“So you can regrow any limb you lose, are super strong AND super fast?!” he asked, dropping his more flowery speech pattern.

228 nodded, feeling a bit bashful.

“That is so cool!” exclaimed the little pony, “You’re like a superhero!”

228 felt blood rush to his hollow cheeks, tinting them a dark color. “Th-thank…*hhnn* you.”

Featherweight cocked his head, “Why does it take you so long to talk? It is because of your teeth? Because I’m not too sure, I mean, your teeth kinda fit together, kind of like a crocodile, so that shouldn’t be a hindrance.”

He walked closer to 228 and studied his new friend’s teeth closely, “Could you open your mouth for me? I’d love to see if I can find out what’s causing your speech impediment.”

228 slowly opened his mouth, revealing another row of fangs behind his front ones, as well as a long, black tongue that was shot through with purple veins. Most ponies would have cringed at the sight, but Featherweight simply narrowed his eyes and peered closer.

When he saw the extra row he gasped, “Wow! You’ve got an extra set of fangs, just like a shark. That must be why you have a hard time talking, that, and your long to tongue-Oh! Can you pick your nose with your tongue? ‘Cause that would be so awesome!”

228 raised a brow ridge and ran his tongue across his second row. He was about to respond when a loud scream cut through the air, Featherweight looked to the spot where the scream had come from and saw a familiar earth pony: Diamond Tiara.

Featherweight started to call out to her, but she was already running away. The foal turned to a very concerned-looking 228, “I’ve gotta go, I’ll see you later, okay?”

228 nodded and watched as he ran off, then, shaking his head, he stood up and continued his trek for fish.

*****************************************************************************************

It was raining out. The pegasi had really outdone themselves this time. thought Twilight as she watched the rain fall in sheets, she listened to the wind moan through the branches of her home and found her thoughts wandering to Fluttershy, I wonder if she’s talked with Mayor Mare yet, I hope she did, it is pretty important that the town accepts 228.

What will happen if they don’t? What if they think that he’s a monster? What if they get angry at Fluttershy for bringing him here?

The last thought sent a cold jolt through her spine and she shivered. She knew that the townsponies, as nice as they could be, were often of one mind about things, acting on their impulses almost like a hive mind. They had cheered for Twilight when she defeated the Ursa Minor, but had all laughed at her friends when Trixie humiliated them, they had accepted her with open arms, but had shunned Zecora.

It’s like they all have weird, invisible gauges in their heads that can go from Nice to Jerks in a second, I really should get around to giving them all a talk at some point. I’m so glad that Fluttershy didn’t go up on stage during that, it breaks my heart whenever I see her upset and the townsponies would have made her break down!

The image of a crying Fluttershy came to her mind just as there was a knock at the door, Twilight opened it to find the yellow pegasus with her hoof raised to knock again.

“Oh, hello Twi-” , Twilight interrupted her by pulling her into a tight hug, the image of her timid friend in tears still lingering in her mind.

“Uhmm… are you okay?” asked Fluttershy, blushing furiously.

“ ‘M fine.” replied Twilight, her voice muffled by Fluttershy’s soft fur. Twilight kept her embrace up for a surprisingly long time, not wanting to leave the unbelievably warm and soft pillow that Fluttershy was providing.

Sadly, she was gently pushed away by the yellow pegasus. Fluttershy looked her friend in the eye and repeated her question, Twilight gave her a small smile, “I was just thinking about all the times the townsponies were mean.”

“What are you talking about?” asked Fluttershy.

“I just think it’s odd that they can all be so….so… sheep-like! One minute they’re cheering and the next they’re booing and throwing things. I think I’m going to need to give them all a good lecture.”, Twilight smiled at Fluttershy, who looked down and began to paw at the floor, a gesture which Twilight thought was absolutely adorable, though the circumstances were quite awkward.

“That’s all very…. umm, interesting, but I came to talk to you about 228.”

Twilight perked up, “Oh, what’s wrong with him-I mean, is there something wrong?”

Fluttershy nodded, “I went to see Mayor Mare and she wants to meet 228. I told her that I’d go tell him and, when I went back, I found him asleep. I started to wake him up, but he… he said something, I’m sure that he was still dreaming, but he said ‘five more minutes, madre’.”

Twilight blinked, then she opened her mouth to ask what the word “madre” meant. Then her Ponyera lessons kicked in and her face fell, “Oh dear.”

“The poor dear misses his mother and he’s only 16!” said Fluttershy, tearing up.

“What?” asked Twilight, “But-but he’s taller than Big Macintosh, how can he be 16 when he’s that tall?”

“Maybe that’s just how his species grows?” suggested Fluttershy, though she sincerely doubted that that was the case, she still had the occasional nightmare about what she saw 228 go through; it wouldn’t have been a stretch for the other creatures to perform some kind of horrific surgery to make his limbs longer.

“So what happened after that?” asked Twilight, snapping her out of her thoughts, “Did he get angry? Sad? Something in between?”

Fluttershy sighed, “I think he was in pain the moment he opened his eyes.”

Twilight “Pain?”.

Fluttershy hid her face behind her mane, “Yeah.”

Twilight started to ask, but Fluttershy had already started to leave. Sensing that she had said something wrong, Twilight took off and caught up to the timid pegasus. Twilight started to ask her what she had done when she saw the tears dripping down Fluttershy’s cheeks to mingle with the falling rain, Oh, I really messed up. she thought frantically.

“Fluttershy, what’s wrong? What did I say?” she asked.

“It’s not what you said,” whimpered Fluttershy, “ it’s what I said.”

Twilight leaned in and brushed Fluttershy’s long mane out of her eyes, “What did you say?”

The tearful pegasus sniffled, “I don’t want to talk about it… at least not out here.”

“Would you like to go inside?” offered Twilight, finding herself hoping against hope that her friend would accept her invitation and her help. Fluttershy sighed, then nodded and began to walk back to the library; Twilight kept an even pace and stayed by her side until they were safely inside and away from prying eyes.

Once the door was closed Fluttershy plopped down in the middle of the floor and stared off into space. Twilight levitated a towel over and offered it to Fluttershy, who took it and draped it over her thin shoulders.

Twilight sat down and looked Fluttershy in the eye, “You don’t have to tell me anything that you don’t want to, you know that right? If you don’t want to talk then I’m fine with us staying here and waiting the storm out, I can even give you a good book and we can read together.”

Fluttershy shook her head, “No, I’ve been keeping this buried for too long and I need to get this off my chest.”

Clearing her throat, she began, “When I was a foal I was actually a pretty good flier, my parents, Star Glow and Wing Flitter, were so proud of me. I remember the first time that I completed an aerial lap around our house, they hugged me so tightly I could feel their heartbeats. I had never been happier, I got proud of my skills and, since there was nopony else around but my family, I was allowed to be prideful.

“But then I went to Flight School and everypony was far, far better than me. The bullies mocked me, the teachers ignored my attempts to please them and I had no friends… I was slowly but surely turned hollow by the sheer misery.

But then Rainbow Dash came along and she brought light back into my life, I stopped focusing on my flight and started to focus on my true calling: caring for animals, and Rainbow Dash was with me every step of the way.”

Here Fluttershy paused and smiled, through her eyes were getting watery, then, in a shaking voice she finished her story: “ But there was something wrong, I had been sending my parents letters ever since I arrived and they had responded to each and every one of them. But then, one day, the responses stopped coming. I wondered what was wrong, but my worry kept getting pushed aside by my fun times with Rainbow, or my reasoning that they were too busy. But I knew that something was very wrong.

Then the letter came. It said that my parents had both died in a freak weather accident. After that I sort of drew further back into myself, I moved to Ponyville with Rainbow Dash, started to make a name for myself as a veterinarian, but I wasn’t happy.”

Fluttershy lifted her head and locked eyes with Twilight, “And then you came and you made me feel truly happy.” she shrugged the towel off and walked to Twilight, then, with tears in her eyes, she pulled the unicorn into a tight hug, “You showed me the magic of friendship.”

The two stayed in that warm and wonderful embrace until the storm stopped and Celestia’s sun shone through and warmed their coats with its golden rays.

********************************************************************************

The rain had stopped in Ponyville, but it was still falling on the lonely road that Flam was sitting on.

He had given up shortly after having lost sight of Flim, now he was sitting in the mud, letting the cold rain pelt him. The Super Speedy Cider Squeezy 6000 was maybe a mile or two away, but Flam didn’t want to move.

I drove him away. he thought miserably, I made him leave with my insults and my lies. It’s all my fault. he placed a muddy hoof to his face and began to cry gently.

He was too deep in his own sadness to hear the sound of wingbeats approaching at a slow, calculated pace that, had he heard it, would have sounded to him like the beating of an old heart.

Or maybe a death knoll.

He didn’t hear the Leader alight on the ground next to him, it was only when the Plagas made a coughing noise did he take notice,

Flam opened his mouth to yell, but the Leader shot forward and wrapped a powerful tentacle around his throat.

Hush now, there’s no need to scream. she cooed as tears of terror replaced the tears of guilt in Flam’s eyes, I promise you that you’ll feel much better once you’ve been Purified.

Then the Leader rose up to her full height and a swollen, oozing slit opened up in her head, from the slit emerged three powerful, chitinous, barbed legs that dug into Flam’s jaw and forced his mouth open. The Leader leaned in, folded her wings tightly across her body, retracted her tentacles, and forced her way down Flam’s throat.

Flam fell to the ground, his body spasming and his throat stretching to near -bursting, he pawed at his jaw just as the Leader’s tail disappeared down his throat.

Flam’s body gave one final spasm, then went limp.

He lay there and the rain continued to fall. A puddle of muddy water slowly formed around his body, staining his colorful clothes brown and washing the blood from his mouth. To anypony passing by, he’d have looked as dead as dust, but there was activity on the inside.

The Leader was making changes to her new host, but, when she got Flam’s body to its hooves, the only sign that something was wrong was the red tint that the whites of his eyes had taken, but that could easily be blamed on his sadness.

The Leader tested out the limbs, working out any kinks and stretching every muscle. Then she moved Flam’s mouth and waggled his eyebrows, she tested his voice and found it to be pleasing, his voice was smooth and charming. Finally she tested her vessel’s magic and found that she could levitate several large things at once.

This will be perfect. she thought as she began to settle in.

****************************************************************************

Discord stood before his army of monsters and smiled at each of them. He had created indestructible bubbles around their claws, teeth and other killing body parts.

In other words: an army of non-lethal weapons of mass chaos.

Discord conjured a pop gun and a starting line. “Alright, gentlethings, I have but one goal for the lot of you: have fun, cause sweet chaos and don’t kill anypony… actually that’s three, but who’s counting?”

The draconequus raised the pop gun and exclaimed, “On your mark, get set, go!”

Then he raised the gun and fired a stream of confetti. With a cacophony of roars, howls, hisses and snarls the monsters were set loose upon an unsuspecting Equestria.

A Griffon's Salvation

View Online

Regenerator 228

Chapter 16

Forty-Three minutes earlier…

Gilda watched from her cloud as Fluttershy left for the town.

It had been almost five months since she left in a huff after “Stinky” Pie’s party and only three months since she returned. Three months spent sneaking into the town under cover of darkness and stealing whatever food she could find. Three months of sleeping in caves or on clouds above the Everfree forest.

Gilda held back her gag reflex as a gust of wind caught her body odor and blew it back in her face, Three months without a shower. she thought as she turned her head to avoid another gust.

It was all so humiliating, having to sneak around at night and eat trash. She was better than this, she was still way more awesome than that wimpy Fluttershy, or that dweeb Pinke Pie.

Or even Rainbow Dash.

Gilda felt hot fury course through her at the thought of the stupid flip-flop who used to be the coolest friend in the whole world. She remembered how well the she had gotten along with Dash, how they would go around causing mayhem and pranking the wimpier pegasi. She smiled as she remembered those times, but her smile fell a second later when she remembered that those days were long gone.

All thanks to that stupid Pinkie Pie and that whiny Fluttershy.

The groffoness dug her talons into the cloud and gritted her teeth, It’s all their fault. she thought angrily, Why would Dash even give those dweebs the time of day, much less hang out with them? And why’d that stupid, pink freak have to get in me and Dash’s way?

She felt something prickle at the corner of her eyes and hastily drew the back of her talon across them; crying was for losers.

Gilda looked down at Flutterwimp’s little cottage, her sharp eyes scanning the surrounding area for her target. I know it’s gotta be here somewhere, I mean, look at all the animals she takes care of, she’s gotta have….yes! She mentally cheered when she saw the chicken coop.

Her stomach, which now looked like a deflated balloon, growled painfully and the griffoness took off and dived towards the ground, pulling up just short of a painful impact.

Gilda shook her wings to clear them of any extra dirt, then she stalked towards the chicken coop, unaware that she was being watched by a pair of orange-red eyes.

*****************************************************************************************

After Featherweight had left to pursue the pink pony with the small crown, 228 returned to Fluttershy’s house to find a hastily--scribbled note on the door that read:

Dear 228.

I went out to see Twilight, I’ll be back in a little bit, please come get me if there’s an emergency. Twilight lives in the big tree in town, you can’t miss it.

Fluttershy.

228 had merely shrugged, taken the note, and gone inside just as it had started to rain.

The regenerator sat down on the couch and closed his eyes, he was glad that Fluttershy was gone; the only sound that could be heard was the muffled sound of raindrops hitting the roof. 228 breathed in through his nose-slits and exhaled, feeling some of the stress leave him.

His relaxation was short lived, however, when he heard something hit the ground out in the backyard.

228 was on his feet in a flash, he went to the window and peered out. The rain fell in a silvery-gray curtain, obscuring his view of the trees that bordered the property as well as some of the birdhouses. But he could see the chicken coop… and the odd creature stalking towards it. 228 blinked, trying to confirm that he was seeing what he was seeing. He remembered learning about creatures that looked like the one moving towards the chickens, Griffons, that’s what they were called. his memory supplied, Part lion, part eagle and all violent. He remembered reading about them in some mythology book back when he was in school and he knew that they were not usually considered good creatures.

228 lifted the window up as quietly as he could, then he sniffed the air. The smell hit him and nearly made him gag. It was a rancid mixture of dirt, wet cat and sweat, but under that was a far more familiar scent: the scent of a fellow predator.

The regenerator saw the hungry gleam in the griffon’s sunken eyes as she started to unlatch the door to the coop, 228 hissed through his teeth, then turned and walked to the back door, which led directly to the chicken coop. I think it’s time to see just how scary I can be when I actually try.

*********************************************************************************

Gilda felt her mouth start to water as she looked at the chickens strutting around the coop, totally unaware that they were about to become dinner.

They’re all so fat, so juicy, maybe I can take some to go, I think I can make some into jerky. The trickle of drool coming from her mouth became a steady stream as she imagined the delicious, smoky flavor of chicken jerky.

She unlatched the door and opened it, the sound of creaking wood alerted the chickens to her presence and they immediately began to cluck and chirp in fright. Gilda chuckled as she stepped into the coop, blocking their only escape route.

“Now you’ve got nowhere to run.” she said, licking her teeth in anticipation.

“Funny...I wasss thinking the sssame thing.” said a thin, raspy voice from behind her.

Gilda whirled around, preparing to fight whoever was dumb enough to try and stop her from feeding. She found herself face-to-nightmarish- face with a monster straight out of a fairy tale. The threat that she had been preparing withered and died in her throat as she locked eyes with the creature, every one of her senses screamed at her to run as fast as she could; she knew a fellow predator when she saw one.

“H-hey, take it easy.” she stuttered, trying to figure out a way to get out and escape, “I-I just wanted to e-eat.”

The monster narrowed its eyes dangerously, “Fluttershy doesn’t like it when…. ssstrangerss try to eat her friendsss.”

Gilda’s eyes widened, “You know Fluttershy?” she asked, disbelieving. The monster nodded solemnly and Gilda didn’t know whether to scream or to laugh. After all, the very idea of Fluttershy owning a monstrous bodyguard was pretty funny.

Then the monster stepped inside the coop and all of the humor of the situation (what little there was) was sucked out, Gilda gulped and backed up farther, feeling terror bubbling just below the surface. If it were just another pony then she knew that she had a pretty good chance of intimidating them into leaving her alone; most ponies were pretty big wimps after all.

But Gilda instantly knew that she’s lose spectacularly in a fair fight, but she had to get away before the monster ate her.

Her eyes immediately spotted a small heap of loose dirt amidst the chicken shit and loose feathers. Gilda feigned a lunge, then rolled to the side, grabbed a handful of dust and threw it in the monster’s eyes. The monster roared in pain and stumbled back, allowing Gilda to slip by and get out the door.

Gilda bounded into the yard, spread her wings and began to ascend. But, just as she began to flap her wings, something grabbed her tail and yanked hard, pulling her to the ground and sending waves of pain up her back. She rolled onto her back to see the monster with her tail in its claws and a very angry expression in its face.

During the five months that she’d been gone Gilda’s griffon pride had been slowly, but surely eroding under the pressure of having to sneak around like a winged weasel, eating filthy trash, feeling her muscles slowly atrophy from her bouts of depression and having those bouts of depression in the first place. Now, as she watched the monster bare its fangs, the last shred of dignity left Gilda completely.

“Please, please don’t kill me!” she wept, tears pouring down her sunken cheeks and further matting the already matted feathers, she arched her back and clasped her talons together, “I’m begging you, with all of my heart, please let me go...let me go…. let me go….” , with that last word she dissolved into quiet whimpers and sniffles.

She felt the pressure leave her poor, aching tail and she opened her teary eyes to see the monster standing over her with a strange look on its face. Gilda rolled onto her belly and crawled forwards the monster, feeling like she was leaving pieces of her dignity in the mud; she didn’t even realize that the rain had stopped.

“Please, I swear I’ll do anything if you let me live…. just… let me l-live, I don’t want to die! I-I… I just want to live…”

She reached the monster’s feet and pressed her forehead against the tops, emulating the way that a griffon that had been beaten in combat might beg for his or her life. The very idea of imitating something so sacred filled her with shame, but she still wanted to live, at any cost.

She stayed silent for the next few minutes, awaiting her fate. She felt something wet hit the back of her head, followed by another and another, she changed a glance upwards and nearly started when she saw the monster’s face.

It was crying silently.

******************************************************************************

228 had never, in all of his new life, felt so bad for a creature.

He had only wanted to scare her, when she threw the dirt in his eyes, he had wanted to scare her even more for hurting him, but he had not expected her to start crying and begging for her life.

It was the sight of her grubby, tear-soaked face that truly drove home just how terrifying he could be and the guilt that he had been feeling for making her so upset increased by a thousand when she started to grovel at his feet.

He felt tears began to well up in his eyes as he watched her cry, he wanted to move his feet, but he knew that he would feel far worse if he did. She was swearing to do anything for him, was she really so utterly desperate and scared? The thought caused the tears to trickle down his gray cheeks.

The griffon looked up and her wet eyes widened.

228 sniffed and bit back a whimper, then he said, in a choked voice, “You...poor thing. Oh you poor, poor griffon.”

Then he bent down and gently wrapped his lanky arms around her too-thin body and lifted her up, not very surprised at how lightweight she was. He gently cradled her to his chest, ignoring how utterly filthy she was and how badly she smelled; all he could see was her leaking, terrified eyes looking right in to his own.

“I’m…*Hnnn* … going to take you inside…. and I’m gonna feed you and clean you up, okay?”. The griffon nodded silently, still terrified out of her mind. 228 smiled at her, then, still cradling her tightly, he went inside.

*************************************************************************

Gilda was surprised at the recent turn of events, to put it lightly.

She had expected to either be killed or sent away with a kick in the rump, she had not expected for the monster to start crying and pick her up. She felt like a ragdoll in its spindly arms and kept as still as she could as it carried her inside.

Once they were inside it placed her on a couch and left the room. Gilda considered making a run for it, but she didn’t want to anger the creature or scorn its sudden hospitality. So she just laid there and waited.

It didn’t take long for the creature to return. Gilda saw that it was carrying something big under its arm and she tensed as the images of chainsaws and knife collections filled her mind, but her fears vanished when the monster unfurled the object to reveal a large, warm blanket, which he placed over her, then he tucked her in and left again.

What in Tartarus was that? she wondered, feeling the warmth seep into her skin and relax her muscles. She was feeling less physically tense, but her mind was still jumping to various different scenarios, none of which had a happy ending.

It--no, HE, it has a male voice---he could be lulling me into a false sense of security and is preparing the oven for me. For all I know, he may have eaten Fluttershy and the other ponies in town!

Then the monster returned with a glass of milk and a plate of raw fish.

“I… took these from Fluttershy’s pond…. *hnnn*... I don’t think she’ll mind.” he said with a small smile as he placed the plate in her lap. She was about to ask him why she wouldn’t care when he continued, “I jusst hope that sshe isn’t too… *Hnnn*... mad when she returnsss.”

Gilda eyes the fish warily, before asking, “What’s in it?”

The monster cocked his head at her, “Meat and sssmall boness…. no poison, if that’ss what you’re thinking.”

Gilda started to stammer out a defense when the creature gave a small chuckle. “It’ss fine… *hhnn*... I do look sscary, but I won’t hurt you….. I Pinkie Pie…. *hhnn* Promisss.”

He made several motions with a talon before he picked up a fish. Gilda felt more of her fears melt away at the mention of the pink dweeb, she may have hated hated that mare’s sugar-coated guts, but it was good to know that she hadn’t been eaten.

Gilda was snapped out of her revere by the monster waving a strip of newly-sliced fish under her beak. She looked at it, then at the monster, then back at the fish. “You wanna feed me?” she asked, surprised, the monster nodded and held the fish closer.

Seeing that he wasn’t going to let up Gilda opened her beak and accepted the fish strip, she chewed slowly at first, but then her hunger made itself known and she wolfed it down, followed by two more strips. Then the monster picked up the glass of milk and held it out to her, Gilda greedily downed the glass and let out a small belch, the monster made a sound that she quickly realized was a giggle. The mere thought of something that scary making a sound that funny made her snicker.

After that she finished off the rest of the fish and downed three more glasses of milk, feeling drowsier and more comfortable as she did, she snuggled into the blankets, her body hungrily drawing in the soothing warmth.

She didn’t realize that the monster--if she could still call it that after what had happened---was gently petting her until she was half-asleep, and by then it didn’t really matter.

Malfunction

View Online

Regenerator 228

Chapter 17

*************************

Princess Celestia was having a good day.

She had been having more and more of those ever since Luna had returned. Her days were--somewhat ironically, given her sibling’s position-- brightened considerably by her presence.

The two had taken some time off from their royal duties to catch up and it had been both very funny, as demonstrated when Luna accidentally blew up a microwave whilst trying to cook a whole bag of pizza bites, and somewhat sad, as evidenced by how many ponies still gave her a wide berth or looked at her like she might grow fangs and eat their heads.

As nice as my little ponies can be, they can also be complete morons. the Princess of the Sun thought exasperatedly.

But, even though there were still many obstacles for Luna to overcome, her days were still getting better and better; Luna had even stopped having her nightmares, although she still insisted on sharing Celestia’s bed.

I’m really going to have to talk to her about that. she thought as she levitated a cup of tea to her lips. There was a creaking sound as the door to her chambers opened and Princess Luna came out, still wearing her snowflake pajamas and carrying her teddy bear on her back.

“Greetings, sister.” said Luna after letting out a massive yawn.

“My, my, it looks like somepony’s got bed head.” giggled Celestia, observing her sister’s wilde mane. Luna snickered and used her magic to straighten her hair out, then she trotted up and took her place next to Celestia. The Solar Princess felt warmth fill her heart at the sight of Luna sitting in her rightful place.

“So, what is on the agenda for today, dearest sister?” asked Luna, shifting in her seat to look her in the eyes.

“Well, first we have to see Mayor Mare about the plans for the next Summer Sun Celebration…. or should I say, The Summer Eclipse Celebration?”

Luna’s eyes brightened and a massive smile formed on her face, erasing every trace of tiredness from it, “Thou speakest truthfully, dear sister?” she asked, her voice positively giddy. Celestia laughed and ruffled Luna’s hair, “Of course I’m serious, Luna. You’re as much a princess as I am and you deserve to have some recognition for all your hard work.”

Luna gave a very un-princess-like squeal and tackled her sister in a crushing hug. Celestia laughed and returned the hug with vigor, happy beyond words to see her sister so full of joy.

After some amount of time passed--Celestia didn’t know or care how long--Luna let go and said, “Thank thee, dearest sister. This is the most joyous news We-I mean I have heard in quite some time.”

Celestia smiled, “There’s one more bit of good news: after we visit the mayor we have the whole day off!”, Celestia and Luna let out twin whoops of joy and leaped out of their thrones, doing a small dance before collapsing onto their backs in a fit of giggles.

They both lay there, basking in the warmth of the sun that radiated from the massive window that dominated the ceiling. Both sisters were happy and content in each other’s presence and their rare lack of duties.

“It’s good to not have any issues come up.” said Celestia, closing her eyes and sighing.

Then the warmth disappeared as a gargantuan shadow blotted out the light. Celestia and Luna barely had time to notice the change, recognize the dark shape as a threat and dive out of the way before a massive, leathery hand crashed through the window and turned the spot that they were laying in to rubble.

“Me and my big mouth.” groaned Celestia, getting to her hooves and charging her horn just as the hand’s owner tore a huge chunk off of the roof and leaned in.

It was a titanic, bipedal thing, with broad, crude features, almost like its face had been sculpted out of wet clay. It gazed at them with glimmering eyes and roared challengingly, showing off its gapped, blunt teeth.

“Nice going, Tiny, but could ya tone down the crushing by a little bit? I’d prefer Sun-Butt and Moon-Flank to be un-squashed.” said a familiar voice from behind the giant’s head.

“Discord!” said both princesses at once.

There was a guffaw and the giant’s head turned to reveal the draconequus, who was wearing a safari shirt, top hat and star-shaped sunglasses. “How’s it going, girls?” he asked.

“Oh, you know, the usual: stopping your ridiculous, childish schemes before having some tea and cake.” said Celestia, smirking as Discord frowned and huffed. “Y’know it’s that kind of attitude that made me not like you.” he said with a pout.

“Really? I thought it was because you’re just a chaos-loving jerk who had a massive temper tantrum when he didn’t get to turn the palace into chocolate.” said Luna with a grin, Celestia whispered “Good one.” in her ear before returning to her fighting stance.

Discord looked livid, “Y’know, I almost want to disable my kill-proofing, but I won’t. Not that that will help you.”. He snapped his fingers and produced a riding crop that was shaped like a zig-zag, “Alright, Tiny” he bellowed, “Show these orderly butt-heads who’s boss!”

“Tiny” roared and raised his titanic fists, then he brought them town on the roof, caving the rest of it in with a thunderous CRASH!! Luna raised a shield around her and her sister just as the rubble hit them.

*********************************************************************

Discord smirked as Luna blasted off the piece of ancient stone that had nearly squashed her. Tiny was doing better than he had thought possible, though it had been a bit difficult to teleport him onto the roof of the palace without anyone seeing.

The draconequus watched as Tiny picked up a piece of statuary as large as a carriage and hurl it at the two princesses, both Luna and Celestia fired their magic and destroyed the hunk of stone, only to have to teleport out of the way a second later when Tiny slammed his foot down on the spot where they had been standing.

Discord turned his head a full 180 degrees in an attempt to locate the two, in his haste he forgot to look up and was nearly knocked off of his perch when Luna flew over his head and shot a beam at him.

Discord regained his balance just as Luna turned around for another attack, he was about to conjure a giant jello cube to crush her when Tiny, who as it turns out had pinned Celestia’s wing under a toe, reached out and grabbed the Lunar Princess like a karate master catching a fly. Discord grinned and sat back, “So, are we having fun?”

Luna opened her mouth to retort, but all that came out was a cry of pain as Tiny began to tighten his grip, Discord’s smirk dropped the second that sound came from Luna’s mouth, it was accompanied by a few small popping noises which he recognized as dislocating joints.

“Tiny, drop her right now!” he bellowed, but Tiny didn’t listen, instead he just squeezed tighter until Discord heard a single, solitary CRACK!!. at which point Luna screamed and Discord snapped his fingers, the kill-proofing shield came into effect and Tiny’s tree-like fingers slowly pulled apart, but the effect was slow and ponderous, almost like…

Almost like I’m losing my power over the big lug. thought Discord, wondering why this crap had to happen at the worst possible time.

Luna plummeted towards the ground with one wing bent at an unnatural angle, Discord knew that the fall could very well kill the Princess of the Night and made to snap his fingers again, but something shifted violently underneath Discord’s body, throwing him off balance. Thankfully Celestia, who was still trying to free herself, saw her younger sister falling to the earth and conjured a net to catch her.

Discord breathed a sigh of relief, then felt the thing shift again, this time it was so strong it knocked him off buis perch completely, forcing him to use is mismatched wings to glide to safety.

Tiny roared and covered his bald, malformed head with his massive hands, he bent double like he was about to vomit and let out a low groan, Discord expected the giant to barf, or to pass out, or even to just die from some unknown disease that he picked up from somewhere, he was not expecting a massive, pink, insectoid grub-thing to tear itself out of Tiny’s broad back.

The sight of the slimy…. whatever it was, with its wriggling tentacles and flailing limbs, emerging from a long slit in Tiny’s skin was enough to make the Lord of Chaos to feel ill. He looked away and saw that both princesses were giving the giant disgusted looks as well.

Tiny let out a groan that was so deep that it rattled the stain glass windows, then he slowly got to his feet and turned his head to look right at Discord, then, with an animalistic snarl, he began to move towards his former rider.

Discord began to frantically snap his fingers, but nothing happened. He looked at Tiny’s gargantuan hands and, to his utter horror, saw that the kill-proofing spell had faded away entirely.

And now Tiny was looking at him with pure, unbridled anger in his gray eyes.

“Eh-heh-heh…. no hard feelings?” whimpered Discord, holding up his talon and paw in a “truce” gesture. Tiny just raised his foot and slammed it down.

Discord leaped back in time to avoid getting crushed, but the shockwave from the impact sent him tumbling ass over teakettle. He got to his feet and raised his paw to snap, but Tiny’s hand closed around his serpentine body, pinning his arms and wings, Discord struggled in the giant’s grasp, but it was like struggling against an iron band that was three sizes too small for his body.

Then Tiny began to squeeze.

The pain was immediate and unbelievable, Discord felt his bones shift, his vertebrae popped and his joints began to grind together; it felt like his innards had been filled with magma. Black spots began to crowd around the edges of his vision and he felt like he was falling, even though he could feel the giant’s fingers around his thin torso.

Then he really was falling. He landed with a sharp pain that forced the wind out of his lungs in a loud Whoosh, he groaned and rolled onto his side, wincing as his joints popped back into place. He opened an eye and saw Celestia circling Tiny’s head, dodging every clumsy swipe with ease.

Celestia fired a bolt of magic at Tiny and the giant stumbled backwards, his massive arms pinwheeling in an effort to keep himself steady.

Discord saw the dark blots return and multiply just as the giant fell, I wonder if I’m dying… he thought as the darkness overtook him, if I don’t then…. then I guess I’ll be having a talk with Sun-Butt…

Discord’s head hit the ground as he drifted off into unconsciousness, as he did, his hold on the other monsters in his group was released, allowing them the ability to kill once again.

Kill The Beast

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Regenerator 228

Chapter 18

It had been a very exhausting day for poor Fluttershy.

First 228 had become depressed after mentioning his mother, then she had gone down to Ponyville just as is started to pour out, then she had to face Twilight and the very confusing emotions that had started to surface whenever she saw her, and finally she had told Twilight about her parents, which had made her cry, which had made Twilight hug her, which had made Fluttershy feel…. strange and that feeling made her cry even more.

It had taken her a full hour to vent all of her sadness, by then the rain had thankfully stopped and the sun was shining brightly, Fluttershy had pulled herself away from Twilight’s comforting embrace and left, albeit with another un-nameable feeling weighing her stomach down.

She had returned home, hoping that 228 had returned.

He had…. and he had found someone to bring home, too.

Fluttershy’s eyes widened when she saw the familiar form on her couch.

“Gilda?” she whispered, approaching the sleeping griffon tentatively. It was Gilda, Fluttershy recognized the purple markings around her eyes, the three feathers that hung down over her face and the three diamond-shaped markings on her neck. But that was were the similarities stopped, her fur was filthy, her cheeks sunken and her beak lacked her usual cocky/cruel smirk.

It was like staring at a mirror clone or something of the like.

How did she get in here? Why is she tucked in and…. is that fish I smell?! Fluttershy felt anger well up within her, This jerk thinks that she can just waltz in here, eat MY fish and stink up MY couch? I don’t think so.

Fluttershy moved to shake Gilda awake when 228 entered with an apron in one hand and a whisk in another. When he saw her he raised a talon to his pale lips and made a *Shhhh* sound.

“228? Wh-did….did you bring Gilda in here?” asked Fluttershy, trying to keep her voice low at the behest of her odd friend. 228 nodded and approached the sleeping griffon, he bent down and petted her head.

“Ssso her name iss…. Gilda?” he asked softly, looking at the yellow pegasus, who nodded with a confused expression etched into her features, “Uhm… 228? Why did you bring her here…. and-and how did you even meet her?”

228 told her everything: How he had caught Gilda trying to catch some of her chickens, which made Fluttershy angry, though her anger was short-lived when he told her about how he had scared her to get her to leave, only for her to utterly break down and beg for her life. Fluttershy saw the guilt in his eyes as he told her this and felt a pang of sympathy for her friend.

228 was just starting to recount his adventures with trying to make omelette when GIlda began to stir. Fluttershy and 228 stopped their chat as the griffoness slowly sat up, rubbing sleep from her eyes with a grubby talon, “Hello, Gilda.” said Fluttershy, trying to keep her voice calm and kind, Gilda stopped mid-rub and slowly let her talon fall away from her eyes, when she saw Fluttershy, the griffon winced and held up her talons, palms out.

“L-listen” she started, trying to keep her voice calm, “I-I know that I was a pretty big jerk the last time that we met. But I wanna start over, okay?”

Fluttershy simply raised an eyebrow.

Gilda sighed and gently got off the couch, Fluttershy saw her wince when her paws touched the floor. The griffoness approached the pegasus, who stood her ground and looked her in the eye, Gilda took a deep breath, then she said, “I’m sorry for making you cry.”

Fluttershy saw the red tint on her cheeks and the slight glimmer in her eyes, she knew that it must have been hard for her to apologize, so she smiled and said “I forgive you.”

Gilda smiled at Fluttershy and darted forwards, wrapping her in a tight hug, “Thank you. Thank you so much.”

“Uhm… you’re welcome.” said Fluttershy, her eyes watering, “I hate to be mean, but…. you really need a bath.”

Gilda let her go and backed away, trying to hide her blush, “Sorry…”

“Why are you so dirty… if you don’t mind me asking, that is?” asked Fluttershy looking at the griffoness. Gilda looked at her paws and mumbled something, Fluttershy leaned closer, “Uhm...what was that?”

“I said I haven’t been near a bath in a while, okay?!” growled Gilda, clenching her talons tight and causing Fluttershy to back up. Gilda noticed the unease in her eyes and immediately backpedaled, “Sorry…. I just…. I just really don’t wanna talk about it.”

Fluttershy nodded and gestured to the stairs, “The bathroom is the first door on the left, feel free to use it, but you and I are going to have a talk when you get out.” she said this last part with a stern gaze and crossed forelimbs, Gilda nodded gently and left the room; a second later the door to the bathroom opened and closed, a minute later they heard the sound of running water.

“Ssso….can I keep her?” asked 228.

Fluttershy started, “What? No! No you can’t keep her, she’s not a pet, 228!”

“I know that!” growled the regenerator, “I meant that she’sss…. homeless.”

“I can tell.” said Fluttershy, furrowing her brow, “Though I’m not sure that I’d want her in my house for longer than necessary.”

“Why?” asked 228, coming closer and kneeling so that she and him were eye-level.

Fluttershy sighed, “Because the last time she was here she was really, really mean to me and Pinkie Pie.”

228 stared intently at his friend while she recounted what happened when Gilda first arrived, how she had bullied Pinkie, scared Granny Smith, stolen an apple and roared at her. As she said this 228’s eyes narrowed dangerously and a low growl built up in his throat, but the growl died out when she told him about Gilda’s welcome party.

When she finished 228’s expression had gone from enraged to contemplative. He sat there for a few seconds, looking down at his talons, retracting them and extending them, all the while his eyes remained elsewhere. Fluttershy leaned in and rested a hoof on his hands, “Are you alright?” she asked.

228 sighed and looked at her, “Your story…. it….confussess me. On one hoof she, stole, bullied and made you cry” his hands clenched into fists, then relaxed, “but Pinkie laughed at her and...Rainbow pranked her, then laughed with the otherss when she ssslipped and fell.”

He placed his head in his hands and groaned, “I don’t understand and it’s hurting.”

Fluttershy’s eyes widened, “Are you saying that you can’t decide what to feel about her?”

228 nodded. Fluttershy averted her eyes, “To be honest I… I never really considered what happened from her point of view. It-it must have been very sad, seeing your friend laugh at you, having to be embarrassed in front of everypony. Maybe we should’ve gone about that a different way.”

“You don’t need to.” said a voice from the doorway leading to the stairs, Fluttershy and 228 turned and saw a still-damp Gilda standing in the doorway, not making eye contact with either of them.

“What do you mean?” asked Fluttershy, getting up and moving closer to the griffoness.

Gilda sighed, “I mean you don’t have to look at it a different way, because I deserved it.”

Fluttershy wanted to say something comforting to her, anything that would make her sound less miserable, but there was something keeping her from doing so. 228 got up and walked to her, he reached out and gently stroked the feathers on her head, “When I wass….not a monsster, me and my madre had a little chicken coop with the fluffiesst chickssss in all the world…. You’re a whole lot fluffier.”

Gilda gave him a small smile and leaned her head in, allowing 228 to pet her better. Fluttershy smiled at the sight.

The moment ended abruptly when both Gilda and 228’s heads shot up and turned to the side, then both of them said, in perfect unison, “I hear something.”

The trio crept to the window that overlooked the pathway leading up to the house and peered out. At first they didn’t see anything, but then a noise met their ears; it was the sound of many hooves on the ground and it was getting closer.

Soon after they heard the noise, they saw the shadowy figures of a dozen-or-so ponies coming up the path. Fluttershy gulped, feeling fear well up within her. They don’t seem very happy. she thought as their faces came into focus, And is that Diamond Tiara’s father?

The mob--for that is exactly what they were-- was comprised of 19 townsponies, led by Filthy Rich. All of the unicorns in the mob had their horns charged, the three pegasi were flying around in what appeared to be an attack formation and the earth ponies were all rolling their shoulders in preparation for a fight.

When they entered the front yard they stopped and Filthy Rich stepped forward, “Fluttershy! We know that you’ve been hiding a monster in your house and we want him to come out so he can pay for what he’s done!”

Fluttershy gasped and Gilda growled, 228 just flared his nostrils and narrowed his eyes.

“Fluttershy, get out here with your pet, right now!” bellowed Filthy Rich, getting red with anger. Fluttershy was stunned at the furious tone that the normally calm stallion took, she knew almost instantly that something bad had happened, she looked at 228, trying to get confirmation, but he was still staring at the darkening sky intently. So Fluttershy steeled her nerves as best she could and exited the house to meet with the mob.

When Filthy Rich saw her he narrowed his eyes and came forward, leading to mob with him. When he was close enough to reach out and touch her he said, “Listen, Fluttershy, I won’t mince words. My daughter saw that monster of yours trying to eat a young colt by the name of Featherweight.”

Fluttershy gasped and held a hoof to her mouth, then shook her head frantically “Oh no, no, 228 would never do something so awful.”

“Oh? And where is this… 228 now, eh? Hunting, perhaps?” asked Filthy Rich, his eyes gleaming coldly like the coins he earned every week.

Fluttershy felt her stomach drop, I let him go out to hunt, what if…? the seeds of doubt took root in her mind and she felt cold dread suck the very heat from her blood, What if 228’s really not a good-guy, what if he’s been using me? No! 228 is NOT a bad-guy, he helped me when I was discorded, apologized for all the harm he caused when the Leader was controlling him, even though it wasn’t his fault, and he even helped Gilda because he felt bad for her.

Fluttershy looked Filthy Rich in the eyes and said, “Mr. Rich, I did let 228 go out hunting, but I can promise you that he would never, ever harm a foal; the Cutie Mark Crusaders have met him and they got along with him once they got to know him.”

“The Cutie Mark Crusaders? That trio of foals who cause trouble for the town every chance they get?” asked Filthy Rich with a sneer, “Mrs. Fluttershy, my daughter told me that she saw that creature in the process of devouring Featherweight’s hoof, would you really take the Cutie Mark Crusaders’ word over my daughter’s?”

Fluttershy snorted, “Oh yes, I’d definitely believe the filly who’s been running the Foal Free Press, which has had such incredibly illuminating and--I’m sure--truthful articles about Mayor Mare being a stallion in disguise or Applejack being a werepony.”

There were a few snickers from the mob and Filthy Rich went from red to purple in anger, with a growl he stepped closer, his manner suggesting that he was going to get physical.

“I’m pretty sure that you don’t wanna do that.” said a voice from the cottage. Fluttershy turned back to the house to see Gilda watching from the open doorway, looking the picture of calm fury.

There were a few mutters from the mob. Fluttershy looked at Filthy and asked, “Did you even bother to have your pegasi friends check with Featherweight’s family to see if he was okay Did you look at all?”

Filthy opened his mouth, then closed it, finally he sighed and muttered “No.”

“Well then, I guess you don’t have all the facts, now scram.” said Gilda, walking up and standing next to Fluttershy. “But-but...you have-I mean-the creature-my daughter...” stammered Filthy Rich, trying and failing to find a new point to bring up.

He was silenced when 228 stepped out from behind the door frame.

It was like somepony had hit the “Mute” button on the mob, every single muttered word stopped as they gazed at the regenerator, who was looking very cross indeed.

228 stepped out, making the mob collectively take a few steps back, he walked until he was standing next to Fluttershy then, taking a breath, he said, “I am 228, I’d sssay that it’ss a pleasure to meet you, but…. you’ve all been really mean to Flutterssshy. If I were a different kind of pe-monssster I’d….*Hnn*...eat you all for that.”

The crowd let out a unified whimper and backed away a bit more.

“But” continued 228, “I’m not…. ssso I’ll let it sslide….just thiss once, though I will not be happy if you act like pendejos to her again. As for Featherweight, I did meet him, but I didn’t hurt him.” he turned his gaze on Filthy Rich, who gulped audibly, “Your daughter ssaw him checking my teeth; he left when sshe ran away.”

There was a chorus of “Ohhhhh”s from the mob, Filthy looked down at this hooves and sighed, then he looked back up at 228, “I’m sorry.” he said, pinning his ears back, “I was…. I was just caught up in the moment I suppose, I was just afraid for my daughter’s well-being.”

228 nodded, but Filthy noticed that his eyes were glued to the horizon, Fluttershy seemed to notice this as well and she asked him what was wrong.

“There’sss….ssomthing coming.” he said, narrowing his eyes and letting his nostrils flare open.

Gilda, who had also been looking off to the distance, took a big sniff, immediately afterwards her fur bristled and she got into a crouching position. “What’s wrong?” asked Filthy, feeling sweat began to bead on his brow.

“I can smell something.” said Gilda, ‘It smells like another predator, but it smells… different, kinda lizard-y.”

“And whatever it isss is coming thiss way.”: said 228 grimly.

“Oh dear.” said Fluttershy, looking apprehensive, “What do we do?”

“I’d suggest going into Ponyville and getting everyone to lock up.” said Gilda, taking to the air. 228 nodded, “I agree… thiss new predator sssmells…. nasty.”

Fluttershy turned to the mob, “You heard them. Go back to your homes and lock up, if they say that whatever is coming to Ponyville is going to be bad then they mean it.”

Filthy Rich, along with the mob, nodded, then turned and headed back to Ponyville.

Once they had vanished over the hill leading to the cottage, Gilda turned to Fluttershy, said “I’m gonna go see if I can find this new thing.”, then soared into the air and flew towards the town, leaving 228 and the yellow mare standing in the lawn.

Fluttershy shivered as a cold breeze began to pick up, the sun was setting slowly on the horizon, taking all of the day’s warmth with it. Fluttershy looked at 228, who looked back at her.

“Do think it will be bad?” she asked.

228 nodded.

Fluttershy bit her lip, then said, “Will you come with me into Ponyville so I can meet with the girls? I’m sure they’ll want to hear about this and figure out a strategy.”

228 smiled, “Of course, Fluttershy.”

She smiled back, then she locked the doors to her house, closed the shutters, and set off for Ponyville with her friend in tow.

Purification

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Regenerator 228

Chapter 19

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The Drowned Seapony was like every other dive bar in Canterlot’s bad part: its windows were grimy, the paint that covered the wooden front was chipped and faded, its outside smelled faintly of piss and vomit, and its inside smelled like sour alcohol, smoke and unwashed fur.

And, like every other dive bar in Canterlot’s bad side, it was a place that accepted any and all unsavory characters.

So, when the Leader, wearing Flam like a suit, entered the bar just as dusk was beginning to swallow the day, most of the patrons didn’t give the dirty, bedraggled unicorn much notice except to eye the tattered saddlebag in the hopes of spotting something valuable sticking out from it, but they quickly lost interest when it became obvious that there wasn’t anything worth stealing.

“Flam” sat down and looked over the crowd: a few pegasi with arrogant sneers on their faces were playing Liar’s Dice in one corner, while a few diamond dog pups took a few bits from their unchecked purses. A large, muscular griffon sat near a dusty fireplace and stared into the dying embers like they might contain the secrets of life itself, an undisguised changeling drone sat with a morose-looking pegasus with a lightning cutie mark who was weeping silently into her cup.

“Flam” curled zirs lip in disgust: they were all so dirty and low and absolutely worthless; the picture of Impurity.

But they could be changed, they could come to know true Purity, they could be evolved beyond the normal capabilities of their breeds; a race of….what had the Germans of Earth called them? Ah, yes: Ubermensch.

That’s a very good word: Ubermensch, thought “Flam” with a smirk, the Nazis had such good names for such good things, but Ubermensch is the absolute best, though I’m sure Saddler would have called them Sombrehumano…. had he not gone with the title of “Ganados”.

“Flam” scoffed at that word, “Ganados”, what an unbelievably crass word. “Sheep”, that’s apparently all he thought of them as, just cattle to further his goals, mere cannon fodder, how could someplagas be so old and powerful be so utterly foolish?

It was at that moment when The Leader realized that she had, in fact, never actually liked Saddler, even though he was their leader. He was just so… prideful, he never considered his fellow Plagas as his peers, as fellow parasites who would offer help and use their own intelligence to work on their own to further his goals, he just saw them as cannon fodder that came in different forms of varying strengths.

I won’t make that mistake. I will treat my spawn as equals, as subjects, maybe even as a family, as utterly human as that sounds.

The Leader turned Flam’s eyes--zhe hoped that no-one would notice their red coloration-- to the pegasi , The muscles, the wings and the speed that they display. They’ll be perfect vessels for my spawn.

The Leader got up and trotted to the group, when “he” was close enough he loudly cleared his throat, getting their attention.

“What the hay do you want?” asked a pegasus with a pierced ear and a buzzsaw cutie mark, his compatriots looked at “Flam” with looks that were both appraising and highly suspicious.

The Leader smiled disarmingly and said, “I, my dear friends, am Flam, I’m looking for some persons to help me in an endeavor and I was wondering if you’d like to help me?”

“What’s in it for us?” asked Buzzsaw.

“How does riches beyond your wildest dreams sound?” asked Flam, smiling kindly.

Buzzsaw’s eyes widened and he held up a hoof, “Hold on.” , then he turned to his group and began conversing with them in a low tone. Being Purified, The Leader was able to hear what they were saying: it was mostly them discussing their obvious distrust towards the newcomer.

“I’m tellin’ ya, this is the chance of a lifetime.” said Buzzsaw.

A burly female pegasus with a Tack cutie mark scoffed, “Yeah, that’s what you said about the last guy, you remember how long we were in the slammer?”

“C’mon! That Ahuizotl guy would totally have gotten away with it if that Daring Do mule hadn’t stopped him.” growled Buzzsaw.

Tack snorted and rolled her eyes.

“What’s his plan?” asked another female, this one bearing a long scar across her left eye and a spear cutie mark.

Buzzsaw opened his mouth, then closed it, he held up a slightly shaky hoof to his friends and turned back to Flam, “Uhh, my associates and I would like to know what your plans are.”

The Leader smiled, “I intend to steal a valuable artifact from the Canterlot castle.”

The pegasi raised their eyebrows and, seeing that they wished for zir to continue, the Leader elaborated. “I know for a fact that there is a powerful artifact from long ago hidden in the darkest vaults of the castle, it is called the Alicorn Amulet and it is said that it grants the user increased magic potential… even if they aren’t unicorns.”

This got the pegasi’s attention.

The Leader smirked internally and continued, “I found a map that shows the best route to the vaults.”, zhe produced an age-worn map from the saddlebags and placed it on the table, “My plan is to have you three enter from the air while I provide a distraction big enough to get the guard’s attention.”

“I’m not even going to begin to describe what’s wrong with that plan.” said a sibilant, hissing voice. The Leader turned and saw that the griffon and the changeling watching the little group intently, due to the tone and range of the voice it was obvious that the changeling was the one who had spoken.

The Leader raised a brow and motioned for the shape-shifter to continue.

“I know a way under the castle.” said the drone, a smug smirk playing on bis nonexistent lips, “There’s a series of crystal tunnels that run underneath the castle, they’ve been there since before the castle was even built, so even the princesses don’t know about its existence.”

The trio of pegasi looked at the changeling with sudden awe and respect.

“How do you know this?” asked the Leader, narrowing Flam’s eyes.

“My queen told me” he said, his smirk widening, “I’m her most trusted advisor.”, he placed a hole-covered hoof to his puffed chest, positively oozing pride.

“So why are you telling us this in the first place, couldn’t you just be leading all of us into a trap?” asked the Leader. The changeling shook his head, “Nah, Queen Chrysalis may be my queen, but she’s been far too concerned with her own goals to really care about us. So I figured, ‘why not get out and get some payment while I can’?”

The pegasus trio nodded their understanding and began to ask more questions, as they did, the Leader watched the changeling’s facial expressions, looking for a lie and finding none, much to zir surprise.

I can certainly empathize with this changeling’s plight. thought the Leader, But he seems like type who doesn’t really care about loyalties one way of the other, but I must admit, the cave system sounds like the perfect place for a breeding ground, but there’s just one thing I have to know..

“If I may ask, how large is this tunnel system?”

The changeling shrugged, “I don’t remember all the details.”, he then paused and held a hoof to his chin, “But I think that Chrysalis said something about it being the size of the castle itself.”

The Leader gave a small smile.

“Where is the entrance to the tunnels?” asked Buzzsaw.

“There are many entrances and exits” said the changeling, “but the only one that I can say for sure is easily accessible: the one in the graveyard, just under the old Church of Harmony.”

In a graveyard under a church, eh? thought the Leader, That sounds very…. familiar.

“So” said the changeling, looking over each member of the group, “Who’s in?”

Four hooves (and a talon) shot up in unison.

The Leader began to follow the group as they exited the pub, paying no mind to the complaints of the barkeep-- who hadn’t been paid. She had just crossed the threshold when she stopped: there was something in the air, it was like a small portion of the world’s gravity had been stealthily siphoned out, making everything seem just a bit lighter.

I recognize that feeling, realized The Leader though I didn’t know what it was when I first arrived, I know it now: something else from another world has appeared here.

She gazed behind her as they continued their trek and briefly considered investigating, but the promise of new set of fellow Plagas was far too tempting, so, with a shake of the head, the Leader turned and continued tailing the little group.

The sun was setting by the time the band of miscreants arrived at the old graveyard.

The Leader felt a surge of nostalgia happiness, which was a very new emotion to her given her previous form’s mental and emotional capacity, as she surveyed the graveyard with its weather-worn tombstones, overgrown grass and weed-choked mausoleums.

The ruins of the Church of Harmony stood tall and foreboding at the back of the perimeter, it ancient stone foundations wrapped in sickly green ivy and shot through with deep cracks, the moon cast an eerie light through the broken windows and crumbling battlements.

It was very much like the church in the village; the one that the Ganados all flocked too every day when the bell chimed.

The Leader let out a small sigh as she stepped through the the threshold and felt the dusty breeze fill her vessel’s lungs; This is all so….nice. the Leader thought, having found a use for the word that only now was making its true meaning known.

The changeling led the group past an old crystal altar to the furthest wall, reaching up he pressed his hoof to a chunk of rock that was a lighter color than the rest of the wall, then he stepped back as a large portion of the wall slid away to reveal the entrance to a passageway; a faint glow emanated from within the inky black that lay beyond.

The trio of pegasi all exchanged worried looks, but the large griffon--whose name had gone unannounced-- strode forwards and began to walk down into the black, the changeling smiled, “It’s good to see someone has a pair.”

This insult caused Buzzsaw to scowl darkly and he flew past the changeling with an annoyed growl, Tack and Spear followed a second later. The changeling turned to the Leader and cocked his hoof at the doorway, “You wanna join us or what?”, the Leader smiled and said, “But of course, lead the way, my good changeling.”.

Said changeling smirked and began his descent as well, the Leader followed behind, making sure that zhe blocked the exit with a magical shield to prevent any issues from arising should one of her targets escape.

The Leader kept a steady pace as the group descended deeper underground. Within a few minutes the darkness gave way to glowing blue light as the crystals that composed the remainder of the tunnel came into view, another few steps and the last vestiges of natural stone were replaced by more glowing crystals.

Soon the stairs stopped and merged into a long, winding path, the changeling paused to look at his reflections in the clear crystal surface, My, my, what arrogance. thought the Leader, raising a brow at the display of vanity. Buzzsaw seemed to mirror zir thoughts, as he reached out and nudged the shape-shifter with an annoyed scowl on his face, the changeling huffed and continued on his way.

The path abruptly branched off in three different directions, the changeling led them down the middle path, then the middle path branched off again and the changeling turned right. This continued for what seemed like a small eternity, until they finally came to a massive cavern with a vaulted ceiling and pillars that had been carved out of the crystal.

The group stopped at the center of the room and gathered around the changeling, who was beginning to go over his plan, but the Leader wasn’t listening, instead zhe was making sure to block off every exit and begin the physical preparations for the upcoming Purification.

The group of would-be thieves were far too engrossed the changeling’s plans to notice the slits in Flam’s sides and back open up to reveal a pair of slimy wings and six long, spidery legs tipped with needle-like talons, they didn’t hear the soft cracking sound as Flam’s jaw distended to reveal the flower-like mouth of the Leader. They didn’t even realize that something was wrong until the griffon was dragged away into the shadows behind the set of pillars to their left with a strangled cry of terror.

Tack and Buzzsaw leaped back with frightened screams, “The changeling’s led us into a trap!” yelled Spear, turning around and pouncing upon the terrified changeling with a battle cry.

Buzzsaw turned to shout at Spear, but something swooped down from above and plucked the pegasus off the ground as easily as a bat catching an insect; Spear looked up just in time to see Buzzsaw’s screaming face disappear into the darkness.

The changeling saw that his attacker was distracted and rammed his front hooves into her stomach before vaulting over her with flexibility that belied his insectoid appearance, he galloped to the doorway that they had entered from, but an invisible force stopped him from moving beyond the threshold. He only had a split-second to rue his bad luck before he too was dragged into the darkness, this time by a long tentacle.

Tack rushed to Spear’s side just as the mare fell onto her stomach and began to weep with fear, she laid a wing across her shoulders and tried to help her up, feeling tears of her own begin to well up in her eyes.

“Awww…. don’t cry, my dears.” said a voice from the shadows, a voice that echoed throughout the whole cavern.

“Please let us go!” begged Tack, “We promise we won’t tell anypony about what happened down here, I swear to Celestia!”

There was silence, then the voice said, “I can’t let you escape, but I will not kill you.”

Tack felt a single ray of hope shine upon her mind.

Then she felt the breath on the back of her neck. “I’m going to Purify you, my sweet.”

Both mares screamed as they felt the cold and soft, yet terribly strong wings of the creature wrap tightly around both of them, pinning them to the creature’s barrel.

The last thing that either of them saw were a pair of glowing, red eyes set above a flower of flesh and teeth.

Hunter

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Regenerator 228

Chapter 20

**********************

Gilda was having a hard time shouldering the angry looks the Ponyvillians were giving her as she walked down the street, but then again, there were things that were far worse than her heading right for the dweeby little town and she needed to find them before something bad happened.

She paced through the marketplace, her head cocked to the side, blocking out the surprised and angry voices of the ponies that she had terrified during her last visit. She felt the guilt begin to rise in her stomach, cold and heavy, but she hastily clamped it down; I can apologize later she thought, but right now I have to-

“GILDA!”

A very familiar prismatic blur raced out of some nearby clouds and struck the griffoness hard in the side, sending her flying into a pear cart.

Gilda rose to her paws and shook herself off, feeling an ache in her ribs.

“It’s good to see you too, Dashie.” she muttered, not willing to look her former friend in the eye.

“Don’t. You. Dare call me ‘Dash’, you traitor!” growled Rainbow Dash, Gilda flinched at the venom in her words.

Mustering up some small amount of her former pride, Gilda looked up and said, in a nonchalant tone, “Sorry, Rainbow Dash, but I’ve got a job to do. So I can’t really take the time to chat.”.

She turned, but Dash wasn’t having any of it. She flew around and got in her former friend's face, “Oh yeah? And what kind of job are doing? Stealing for someone? Are you some kinda bodyguard? An assassin? What could you possibly want here?”

“She’s helping…. me.” said a voice to their side.

Gilda and Dash both turned and did a simultaneous double take as 228 passed by them, looking far too distracted by…. something to really notice their squabble. The other Ponyvillains shied away from the regenerator and exchanged fearful looks with one another; it was quite obvious that the return of Gilda and the public appearance of 228 would be talked about for quite a while.

Rainbow managed to recover from the shock quickly and she flew up to meet 228’s gaze. “Why are you working with her?” she asked, infuriated, “Do you know what she did to me, to my friends?!”

“Yes.” said 228 as he continued his slow walk towards the edge of town.

“And?” prodded Dash, flying alongside the creature.

“And there are more important things to focus on right now!” shouted Gilda, coming up behind the two. Dash stopped short and turned on the griffoness with righteous anger blazing in her magenta eyes, she opened her mouth to give Gilda the verbal beat-down of the century, but Gilda beat her to the punch.

“I was a jerk, I’ll admit it and I’ll accept any punishment that you and the townsponies see fit to give me when this is all over, but right now there are-” she stopped and sniffed the air, “-three very dangerous creatures heading for Ponyville. I can smell them and I can tell that they’ll kick our asses if they get in the town, so we’ve gotta find ‘em and stop ‘em before they can do that.”

Rainbow studied her ex-best friend's face intently, Gilda saw her brows crease, then she scrunched her face to the side and made a ‘Hmmm’ sound, before finally settling on a determined look. “Alright” she said, puffing her barrel out, “I’ll trust you, but only because 228 seems to trust you.”

Gilda breathed a relieved sigh and let her tensed shoulders slump, but Rainbow Dash saw the signs of hope and snuffed it out by flying up to her and hissing, “But we will never be friends and I will figure out some way that you can earn this town’s forgiveness.”

Gilda recoiled as if struck, then took her eyes off of her angry ex-friend. So this is what Guilt feels like…. it sucks. she thought, trying to swallow the lump in her throat, which only succeeded in pushing it down to her chest.

She looked at 228 and was surprised to see him glaring at the back of Rainbow Dash’s multi-colored head. Why is he so angry? I didn’t betray him. she thought as 228 pulled his gray lips up in a soundless snarl.

Any further thoughts on the matter were immediately put on hold when they heard the screams coming from inside the Mayor’s office. The trio bolted towards the building just as Mayor Mare and several others burst out of the front door with tears of fear in their eyes.

Rainbow Dash flew over and landed next to the sobbing Mayor, “What happened?” she asked, “I-it was a-a-awful!” she wailed, “W-w-we were d-discussing h-how to integrate 228 into-into the town and these…. things broke in through the cellar and attacked us. Me and a f-few others got out, b-but Red Snapper i-is still in there!!” her voice rose until it was nearly a scream, then she fainted into Dash’s arms.

Dash gently laid the Mayor on the ground as 228 and Gilda went in through the front door.

The Mayor’s office was in shambles: the desks and tables had been overturned and reduced to splinters by powerful blows, and the walls and floor were marred by claw marks, Gilda reached out and pressed a talon into one of the claw marks: her talon sank into the mark, right up to the first knuckle.

“Whatever was in here had some seriously long claws.” said Gilda with a slight shiver, 228 nodded and scanned the room. A second later he stopped and gave a small, hissing gasp, Gilda came forward to see what made him react like that, but 228 blocked her with his arm.

“No” he said in a shaky voice, “don’t look.”

Gilda scoffed and pushed past him, “What, did one of the monsters take a crap or some-”

Her humor withered away when she saw the blood.

It was everywhere: it was splattered across every surface, it was sprayed across the walls, where it ran down in thick rivulets and created large pools of crimson on the floor, the carpeting had been drenched with the red stuff and was sticky underfoot; the flies were already starting to investigate the red pools.

But it wasn’t just blood that smeared the room, there were other things too: scraps of bloodied fur, bits of dark meat and what looked like several teeth lay in some of the smaller puddles. The farther in she looked, the more carnage she saw, cumulating in her eyes landing on a severed hoof that lay amidst a pile of mangled pony meat.

That was the last straw, Gilda turned tail and bolted out of the Mayor’s office, barely managing to get her head over the nearest bush before she vomited. She was aware of the sound of Rainbow Dash laughing uproariously over the sounds of her retching, but she didn’t care; she knew that the sight of that mutilated hoof would be forever burned into her mind.

228 walked out of the charnel pit that had been the Mayor’s office to find Rainbow Dash laughing at Gilda as she vomited into some bushes.

Feeling anger burn through the cold blockade of fear and disgust that had formed in his gut, the regenerator walked up to the guffawing pegasus and roughly grabbed her by the scruff of the neck.

“She is sick because there is a dead pony in there.” he growled, looking her in the eyes. Rainbow Dash’s face paled and she started to stammer, “This isn’t the time to be… laughing like an idiot or making baby sssoundss.” hissed 228, tightening his grip ever-so-slightly so that the prismatic pegasus stopped her babbling.

228 released her and pointed at the office, “Nobody goes in…. or out, undersstood?”. Dash nodded weakly and turned to look at Gilda, who was wiping her beak with a trembling talon, looking paler than usual and trying to keep herself from breaking down completely. 228 saw Dash bit her lip and avert her eyes guiltily, but he was still not about to let her off the hook.

He walked towards Gilda and placed a clawed hand on her back, “Are you... alright?” he asked, Gilda heaved a shuddering breath, then turned and gave him a shaky smile, “Y-yeah… I’m fine. I just-” she gulped and clenched her talons,” -I just didn’t expect to see something like that.”

228 nodded and turned back to the house, “We’ve got to… *hhng*.. find them before they kill more ponies.”

Rainbow Dash returned with the Element Bearers, as well as all the able-bodied ponies she could find, a few minutes later. Every one of them looked wary and more than a bit afraid, but the fact that they were there in the first place spoke volumes as to how brave they all were.

“So… what’s the plan?” asked Twilight.

“We need to find these…. thingsss before they cause more…*hhn*...havoc.” said 228, gesturing to the Mayor’s office, which was being cordoned off by several police ponies. Twilight nodded, “I can use a tracking spell to find them, but I’ll need something that belongs to them.”

228 nodded and went back into the Mayor’s office, returning a minute later with a small, sharp object. “It’sss a piece of claw.” he said, handing it over to Twilight after wiping it off on some grass.

The claw led them down an alleyway, then it took a left and rocketed down a back street littered with trash, finally it came to a stop outside of the last house on the left of the street; the house’s windows were darkened and the door had been torn off its hinges.

Oh no. thought 228, clenching his hands and feeling his heart start to race. He could tell by the paling faces of the others that they were all thinking the same thing.

They approached the house slowly, each feeling like their hooves and hearts were weighed down by something large and unseen.

The darkened bowels of the ransacked house bore the stench of reptile.

228 slowly made his way down the wide basement stairs with Gilda at his left and Twilight at his right. Twilight had her horn lit up and was keeping her eyes straight forward, and Gilda was looking around anxiously; 228 could see the sweat beading her brow.

“Gilda” said 228, turning to the griffoness, “are you alright?” Gilda looked at him and shot his a shaky smile, “Yeah, I’m fine, I’m just a little tired is all, you know how it is.”

Rainbow Dash, who was walking behind her, scoffed at this, earning herself a hard glare from both Gilda and 228.

The stairs stopped and the group spilled out into the wide basement. The lights were on, but the bulbs were so small and grime-encrusted that it didn’t do a good deal to drive back the darkness that now surrounded them.

“Don’t worry, guys, I’ve got this.” said Twilight, letting the glow around her horn intensify, and the resulting light spread out in a sphere around them, illuminating more of the basement. It was only then that they noticed the tell-tale claw marks on the wall and floor. 228 heard Fluttershy gulp and turned around to see his poor friend trembling like a whipped puppy, looking around for any sign of danger and flinching at every shadow.

The regenerator stopped and walked back so that he was right next to the yellow-pegasus. Fluttershy turned and graced him with a small, albeit wavering, smile.

“Don’t worry, Fluttershy” he said, “I’ll protect you.”

Fluttershy’s smile grew and she opened her mouth to reply, obviously feeling better, when they heard somepony scream. 228 and Fluttershy exchanged frightened glances before racing to the head of the group to see what was wrong.

They found a hysterical Rarity using her magic to scrub something off of her hoof. Fluttershy asked her what was wrong, but the fashionista was incomprehensible with terror, the only thing that she was able to do was point at a spot on the floor: a spot that was colored crimson.

228 bent down to examine the pool of blood and saw a trail leading away from it into the darkness.

“Something was killed here and then dragged away.” said Twilight from behind him. The sudden noise caused 228 to yelp and whirl around.

“Opps…. sorry.” said the unicorn, pinning her ears back and giving him a sheepish smile. 228 sighed through his fangs and gestured to the blood, “We need to follow…. the blood”.

Twilight nodded, “Of course.” she turned around and addressed the other members of the group, all of whom balked at the sight of the gore, but followed Twilight nonetheless.

Twilight followed the blood trail, wincing every time she came across a bit of fur or a lump of meat, but she kept her horn lit and her hooves on their path. She’s so brave. thought 228 and Fluttershy, the former smiling slightly and the latter blushing furiously.

“We’re here.” said Twilight, jarring them out of their thoughts.

The yellow pegasus and the regenerator turned to see a dark hole, seemingly carved from the rock wall of the basement, yawning before them. If the atmosphere was tense before, it was certainly now even more so; the stench of fear wafting off of the ponies made Gilda and 228 want to gag.

“They went in there?” asked Applejack, trying to keep the tremor from her voice.

“I-I think s-so.” said Rarity, not even bothering to keep her terror hidden. But who could blame her? thought Gilda, The priss just stepped in a big ol’ puddle of gore.

“I think this is the entrance to a tunnel .” said Twilight, turning to her companions with an expectant look on her face.

The group was silent for a few seconds before Twilight heaved an exasperated sigh and trotted right into the hole; her magical light faded as she went deeper. A moment later she called out, “Well? Is everypony just gonna stand there like a bunch of cockatrice victims?”

228, Gilda and the rest of the Elements didn’t need to be told twice and they followed their friend into the black.

The rest of the group did need to be told twice, however; it took Rainbow Dash threatening to bring in a tornado to blow them all in to get them to follow.

But follow they did.

And not a single one of them had any clue what lay in wait for them within the darkened depths of the tunnel.

Prey

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Regenerator 228

Chapter 21

**************************

“I really, really hate this place.” said Gilda as the group made their way through the cramped, wet tunnel, the stale air made her feel nauseous and the fact that she couldn’t use her wings was making her more than a little claustrophobic.

“I hate to say this, but I totally agree with her.” said Rainbow Dash, looking at her wings with a pained expression, “My wings are gonna atrophy if this keeps up.”

“‘Atrophy’?” asked Gilda with a snort, “Since when did you start using million-bit words?”

“Since I got better friends.” growled Rainbow Dash.

“Will you two please stop fighting!” growled Twilight, stopping and turning to face them, “If you haven’t noticed, we’re in the middle of trying to find a pack of ravenous reptiles who could attack us and eat us at the slightest provocation. A provocation like…. oh, I don’t know: a griffon and a pegasus constantly arguing!”

The two shut up and wilted under Twilight’s fierce glare, but they still shot each other angry looks when she turned her back.

228 had moved back to the front of the group after leaving Fluttershy with Applejack, whom he knew would take care of her. He was crouched slightly, letting his nostrils flare open so as to take in every scent and keeping his breathing down so that he could hear better.

Though, as he went deeper, he felt like letting those precautions fall by the wayside; the stink of messy death and lizard was getting steadily more overpowering.

The group turned a corner and found themselves faced with a branching path. “What do we do now?” asked Pinkie Pie, looking to Twilight. The Element of Magic narrowed her eyes and turned her head to both sides, scanning the darkness for any sign of life; finally she opened her mouth and was about to speak when Gilda cut her off.

“It’s to the left, I can smell ‘em down there.” said the griffoness.

“I was….going to say that…” said Twilight weakly, visibly deflating. Pinkie Pie and Applejack both snickered and Rainbow Dash hid her smile underneath a hoof.

So the group headed down the left path.

The air grew colder, the ground began to get stony and slimy underhoof, and it seemed like someone was tripping over a protruding branch every few seconds. Everyone except for Twilight, who had the most illumination around her, and 228, who was just very cautious in his movements.

The group had become so accustomed to the darkness that, when they finally emerged in the cavern, they were momentarily disoriented by the light which radiated off of the crystalline stalactites.

The cavern was massive, with a slick floor dotted with slime-filled pools which glowed a sickly green wherever the light hit them, small clumps of purple fungus littered the area around the puddles and clung to the bases of the crystals; the only sound that could be heard was the pop! of tiny, bacteria-born bubbles in the puddles.

228 opened his mouth to ask Twilight what they would do now, but Twilight shot him a look and held a hoof to her lips; 228 nodded and made a zipping motion.

Those teeth of his actually make his mouth look a little zipper-like. thought Twilight with a shudder that--thankfully-- went unnoticed by 228.

Gilda was the first to venture out into the cavern; the griffoness kept her body low to the ground as she sniffed the air. 228 followed her, but he kept his back straight and his head tilted at an angle so he could see the cavern ceiling. They’re a pretty good team. thought Fluttershy as she watched the two begin their search, But I guess it’s to be expected, they’re both predators after all, so it would make sense that they’d be in tune with each other.

Gilda made it past the first few puddles before the stink of death hit her hard. She staggered and fell on her stomach, feeling the pervasive--yet somehow stealthy--odor smother her. She had smelled death before, she was a hunter after all. But this was death of a different sort: a bloody death, a violent and cruel end to something that wasn’t just another prey animal.

It made every fiber of her being want to vomit and then run away, but she knew that she had to go farther.

Thankfully, she had a partner who was right behind her. Gilda felt a wave of relief wash over her when 228 came up to her

“Are you alright?”. he hissed

Gilda nodded, “Yeah. It’s just that this place reeks… I really, really do not like it here.”. 228 nodded, “I undersstand, I don’t like thiss place either, but if those creaturess are here and we don’t sstop them then we’ll have blood on our handss.”

Gilda shuddered as the mention of blood on their hands brought the image of the mangled meat pile back to the forefront of her mind. 228 laid a hand on her back and gently rubbed in circles, “It’ss okay, Gilda.”

“I really wish that I hadn’t seen that.” said the griffoness, looking down miserably.

“I know.” said 228, running his hand up to her head and ruffling the feathers on her pate; Gilda looked up at him and smiled.

“Oh, for the love of Celestia, could you two kindly stop making out and tell us if we can follow you?!” called Rainbow Dash.

Gilda snarled and turned to Dash, who was snickering, along with a few of the other ponies. “Yes, Dashie, you and the other dweebs can come in.”

“Gilda…” said 228 from behind her in a small, weak-sounding voice.

The griffoness whirled on 228, feeling her anger surge up. Her anger died out when she saw the three, 5-foot long talons sticking out of his chest.

Gilda stumbled back, her beak opening in preparation for a scream, a scream that was cut short when another talon shot out of the slimy, algae-filled pool that she had been standing beside and started to pull.

Twilight, her friends and the other ponies in the group took one look at the massive spears of bone that had torn bloody holes in 228’s torso and screamed loud enough to drown out the ambient noise.

The sound seemed to get the attention of the creatures, because the talons that had impaled 228 retracted sharply, causing 228’s black blood to gush out in thick streams; the regenerator fell to his knees, gagging and coughing even as the wounds closed. Gilda wasn’t so lucky as the taloned hand continued to pull her closer to the water’s edge.

228 looked up, saw what was happening, and staggered to his feet. Then, with more speed than anyone who had been impaled should have had, he lunged forwards and extended his arms so that they arched over Gilda and slammed into the filthy water where the reptilian arm emerged. His talons pierced the water-- and the arm-- like a hot knife through butter, causing a massive splash and severing the appendage at once.

The water bubbled as the thing under the water bellowed in pain and the dark green of the water became a dull brown color as its tainted blood began to leak out of its newly-received wound.

228 pulled his hands out of the water and pushed Gilda out of the way just as the creature shot out of the water and lashed out with its remaining arm; the blow caught 228 around the head and sent him flying into another pool.

Now that the beast was out of the water, everyone could see it clearly: it was taller than the ponies (and Gilda), but not quite as tall as 228. It was covered in dark green scales, had long limbs that ended in massive, gore-encrusted talons, it turned its small-skulled head towards the group and bared its jagged fangs in a primal snarl; a cobra-like hood flared open as it advanced on them.

Twilight was the first to get over her shock and therefore was the first to act: she lowered her horn and fired off a bolt of magic that caught the creature across the face, knocking it on its back. Twilight readied herself for another attack, but she was distracted when the other creature emerged from its pool and leaped into the air with its talons aimed straight at her.

At the speed that its falling, I’ll have no time to defend myself. thought Twilight as she watched the talons descend like a trio of scythe blades.

Then a lions roar echoed across the cavern moments before a feathered blur crashed into the creature and sent it flying into the far wall.

Gilda let the momentum of her attack carry her into a second attack as she raised her paws and delivered a solid kick to the creature’s sternum. The lizard hissed angrily and swatted at her, its blade-like talons missing her by an inch.

Damn, these things are fast! she thought as she dodged another swipe.

The griffoness evaded a few more attacks before abruptly going on the offensive and beginning a barrage of punches and kicks that staggered the beast. Gilda saw the opening and buffeted the beast with her wings, destabilizing it. “You are way more of a wuss than I thought.” taunted Gilda, going for one last punch.

Her bravado vanished when the creature caught her talon as it came down and jerked her arm violently to the side; Gilda screamed was she felt her arm bone snap like a dry twig.

That thing played me. thought Gilda as the creature bared its fangs in what almost looked like a smile.

It clenched its talons and slammed both hands into Gilda’s stomach; she doubled over as the wind painfully left her lungs. The creature raised both arms and then brought its hands down on her back, slamming her hard into the ground and making her vision dance with multi-colored spots.

The pain was unbelievable, and it had all happened so fast. Gilda felt like her body’s pain receptors had been overloaded, leaving her whole body to feel like it was on fire.

Gilda began to crawl away, fighting the agony as best she could, as the beast slowly walked towards her, taking its time and savoring her pain like a cat toying with a mouse.

Gilda looked around for something to fight back with, she knew that she only had a second to take advantage of its sadism and she would be mincemeat if she failed. She looked around, but all she saw was dirt, fungus clusters and….

A leg bone…

A long, chewed-up leg bone that still had some wet, dark gristle clinging to it; it didn’t take a genius to figure out what kind of creature it had come from.

Oh, sweet Maker, why did it have to be a body part? questioned Gilda, feeling her gorge rise at the prospect of what she had to do. Screw it, if I think about it too much then I’m dead. I’ve got to do this… right now!

Gilda’s talons shot out and wrapped around the bone. She twisted onto her back and raised the bone outwards just as the creature lunged forwards with its fang-filled maw open and its tiny head down. The tip of the bone went straight down the monster’s pink gullet and lodged there firmly.

The monster stumbled to the side, its blade-like talons clawing at its mouth and throat in an attempt to dislodge the foreign object, but the bone had been jammed in too deep, making the overgrown lizard’s struggles utterly futile.

Gilda shakily got back on her paws, then she crouched down, aimed her head at the lizard’s face, and shot forward like an arrow from a bow. She slammed beak-first into the thing’s ghastly face, gouging a bloody path along its cheek and rupturing one of its yellow eyes.

The griffoness then raised both of her talons and brought them down, hard, on its skull.

CRUNCH

Gilda’s clenched talons slammed into the skull with enough force to put a considerable dent in the thing’s armor plating. The lizard gave a single, choking gurgle, then it toppled over and lay still.

“Yeah…. that’s right…. who’s awesome? Me…” wheezed Gilda, trying to fight against the tide of unconsciousness that was slowly creeping up on her.

She looked back and saw 228 and the other Elements fighting the other creature. She saw the black dots start to fill her vision, so she reached up to her left wing and plucked a feather, letting the sudden stab of pain wake her up.

Then she turned back to the others and flew off to enter the fray.

“Why *UMPH* coudn’t we *HRRGH* fight something *OOOF* a little faster?!” asked Rainbow Dash in between punches.

It was astounding: the lizard was at least as fast as Gilda, maybe even- No! Don’t even go there, me. thought Rainbow Dash as she ducked under s swipe that left her with a few less hairs on top of her head.

Twilight and 228 were side by side, the former using his elastic arms to find openings in the lizard’s attack and the latter was shielding them both with her magic. It was a pretty good strategy, at least until the lizard decided to move away from them, which forced them to pick a new spot to attack from.

“Hiya, Dashie!” said a voice to her side. The prismatic pegasus yelped and turned to find a smiling Pinkie Pie bouncing alongside her.

“Oh… hi, Pinkie Pie. Watcha doin’?” asked Rainbow Dash, not quite sure why she was sounding as casual as she was.

“Oh nothin’, just looking for the other hunter is all.” said the pink party pony.

“Hunters?”, Dash raised a brow.

“Yeparooni! I figured that, because they were hunting us, that they should be called Hunters, pretty clever, huh?”

“Yeah….clever” said Dash with an eye roll, she turned back to the fight and was starting to gear up for another attack when she actually processed what her crazy friend had said, “wait a second… did you say ‘third’ Hunter?”

“Uh-huh, 228 said that he smelled three Hunters, so where’s the last one?”

Rainbow felt like somepony had punched her in the gut.

She began to fly around, trying to find the third Hunter. There was no sign of it in the water, nothing behind the pillars of crystal and nothing hidden in the shadowy nooks and crannies that filled the area.

So where the hay is-

Her thoughts were cut short when something landed on her back with enough force to send her plummeting towards earth like a stone.

Gilda was the first one to see the Hunter attack and therefore was the first to alert the others, who all let out horrified cries when they saw Rainbow Dash fall towards the earth with the Hunter latched firmly on her back.

She may not be my friend anymore, but she’s still a living being and I’m sure as hell not gonna let that son of a bitch kill her!

Gilda shot towards the plummeting pair and managed to catch hold of Dash’s tail, yanking her away from the Hunter seconds before they hit the ground.

The griffoness landed painfully and dropped the prismatic pegasus to the ground, she turned her over and checked for a pulse. She’s still breathing, thank the Maker. thought Gilda with a sigh, But that still leaves the lizard.

The lizard in question had miraculously survived its fall and was now heading towards them at a speed that impressed Gilda despite herself, but that didn’t at all impede her from taking a fighting stance.

To her surprise the lizard stopped a few feet away from her. It crouched down and unfurled its hood, the slits that served as its nostrils flared and its forked tongue flicked in and out as it tested the air, finally it rose to its clawed feet and hissed at her.

Oh, you wanna play this game, huh? Gilda thought as she raised herself up. She opened her beak and let out a booming lions roar. That was the same kind of roar that made Fluttershy cry. she thought guiltily, hoping that the timid mare hadn’t heard.

The Hunter cocked its tiny head, then it opened its jaw and delivered a roar that was so loud it made her teeth rattle in her jaw.

Then it attacked.

Gilda had been prepared for a full on assault in a similar fashion to how griffons fought, but that wasn’t the case with the lizard. It feigned slashes, it dodged her punches and moved out of the way when she kicked.

“So you’re testin’ me, huh?” growled Gilda, “Well how about ya test… THIS!”

She flew into the air and lashed out with both of her paws.

The lizard ducked out of the way and then swung upwards, Gilda saw what was coming and sucked in her gut just as the talons sliced into her flesh.

The pain was unbelievable to say the least. Gilda’s wings locked up and she fell right on her new wounds, causing her to scream as white-hot agony lanced through her gut.

She looked up and saw the Hunter looming over her. As she looked into its cold, yellow eyes she could swear she caught a fleeting flicker of triumph reflected in their depths, but that was probably the blood loss making her brain all esoteric and stuff.

“I hope my bones cut your innards to shreds.” she hissed, knowing that those would be her last words. She briefly considered adding “I’m sorry Rainbow Dash.” , but her tongue had gone numb.

The Hunter unhinged its jaw and let its hot, foul-smelling saliva trickle onto her face.

I hope its quick. thought Gilda, wishing that she had the strength to close her eyes.

The Hunter let out a bellow and lunged towards her throat.

But the pain that she expected to follow didn’t come and neither did her death. Instead Gilda watched as a gray, taloned hand erupted through the creature’s mouth, punching out most of its teeth and shearing its long tongue off.

And, just like that, the predatory light behind the Hunter’s eyes went out and it slumped forwards, only to be yanked back roughly.

Then two familiar faces filled her darkening vision: Fluttershy and 228. Gilda smiled at them even as she started to taste her own blood.

The last thing that she thought before falling into oblivion was: I don’t know why they looked so worried, but I’m kinda glad that they did.

Growing Ranks

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Regenerator 228

Chapter 22

********************************

As the Elements, 228 and Gilda fought the Hunters down below Ponyville, the Leader was using her mind to search across the continent, searching for the others like her.

And she had already found several.

I recognize these creatures. she thought as she surveyed them through her mind’s eye. A garrador, an el gigante, several colmillos, a trio of novastadores and a verdugo.

This last creature surprised the Leader slightly, the verdugo’s were two of the highest-ranking plagas-bearers that there were: they were unbelievably fast, as strong as 10 men and very agile. They were so powerful that Ramon Salazar himself had taken the only two in existence on as his personal bodyguards.

And now there’s one here. thought the Leader, grinning through her vessel, One that I can communicate with.

She concentrated and focused all of her mental powers into a single tendril that slithered invisibly across the land, digging deep into the sewers beneath Canterlot, where the Verdugo had taken refuge.

Hello, my friend. said the Leader, allowing her voice to reach her fellow mutation.

In her mind’s eyes she saw the Verdugo raise its head and narrow its red eyes.

Yes, I’m talking to you. said the Leader.

Who are you? it queried.

I am called the Leader, and I wish to speak with you.

About what? asked the Verdugo.

I wish for you to join me. I aim to purify this world. replied the Leader.

This world is so alien to me, said the Verdugo, and there is no one who can give me orders.

I’m afraid that your masters are far, far away. said the Leader, affecting a sad tone, They are beyond the stars and moons, far beyond the sway of Salazar, Mendez and even Saddler, can’t you feel the void where their voices were?

There was a pause, then the Verdugo said, Yes, they are silent, but how is that possible?

You are in the land of Equestria, my chitinous friend. said the Leader, Here there are no plagas, only the Un-pure.

She heard the Verdugo hiss, Yesss…. I can smell their filthy stench even down here in the deep darkness.

Maybe that’s because you’re in a sewer. thought the Leader with a mental eye-roll, but she digressed and continued.

These ponies have not embraced Us, they remain lost in the darkness, they need salvation, they need Us. So… will you serve me?

The Verdugo went silent, and the Leader could sense its hesitation. The Leader was honestly impressed: even with its limited mental capacity, the Verdugo was actually trying to work out a problem in its head.

The effects that this land has on outsiders is nothing short of phenomenal. mused the Leader, One of these days I’m going to have to test out just how potent the magic of this world is. There might even be a magical source hidden in the deep places of this world.

Then she turned her mind back to the Verdugo.

So… have you made a decision?

Yes said the Verdugo, I will join you.

Thank you. said the Leader, a touch surprised at her own sincerity.

You are… welcome?

The Leader chuckled lightly at the uncertainty in the Verdugo’s voice, That is the right term to use, my new subject.

I see…. these new words are coming to me fast. said the Verdugo, I feel so much…. smarter than I was back on Earth; it is very… worrying.

Don’t worry, my Verdugo. said the Leader, It will all get easier to process as you get smarter.

Oh… all right. said the Verdugo, sounding unsure.

My, my, my, this one might be useful if I can get it-no, her-if I can get her to find me some information.

I have a job for you. said the Leader.

Yes? asked her new subject.

I want you to sneak into the Canterlot library and find me all of the history, strategy and guidebooks that you can. explained the Leader The library is only a few blocks away and night has fallen, so you will be less likely to be seen.

As you wish. said the Verdugo, getting to her feet and crawling to the surface under cover of shadows.

The Leader watched her slip into the shadows and sprint towards the darkened library.

Good luck, my little Verdugo.

Recuperation

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Regenerator 228

Chapter 23

*********************

BEEP...

BEEP…

That’s really annoying….

BEEP….

BEEP…

Seriously, I thought Paradise would be a little more relaxing… wait a second…

Gilda opened her eyes, then immediately closed them when the harsh light hit them. She groaned and placed her talons over her eyes, she started to roll over, but stopped when she felt something attached to her arms.

The griffoness blinked a few times and allowed her eyes to adjust to the light, finally seeing the many tubes and wires that ran from a bunch of blinking and whirring machines and into her arms.

She looked up and saw a plain white ceiling with a dim fluorescent bulb at its center.

I’m in a hospital. she realized, sinking back into the bed with a soft sigh. I actually survived the fight with those lizards.

She looked around and felt a strange warmth pass through her when she saw 228 sitting on a too-small chair, his eyes shut in sleep.

The warmth was gone a second later and replaced with a curious feeling of guilt mixed with confusion.

Why did he stay here with me? she wondered, I’m not really worth the effort, am I?

She was distracted from her thoughts when a brown stallion in a doctor’s uniform opened the door and stepped in, eyeing the still-slumbering 22 with trepidation and skirting around him as much as he could.

Jerk. she thought with an audible huff that caused the doctor to turn to her, a large, forced grin appearing on his face as quickly as if he had practised it a thousand times in a mirror.

“Ah, Miss Gilda, it’s good to see you’re awake.” he said, “We were wondering if you were ever going to wake up.”

“Huh? What are you talkin’ about?” asked Gilda, rubbing the sleep from her eyes.

“Well” said the doctor in a cheery tone that made Gilda want to peck his larynx out, “You’ve been asleep for two whole weeks!”

Gilda’s talons fell from her eyes, which now shone with disbelief

“You wanna run that by me again, doc?”

The doctor opened his mouth to speak, but he was interrupted by 228, who had come awake, saw that Gilda was conscious, and had moved across the room in a feat of speed that left both doctor and patient stunned, to see her.

“Gilda!” exclaimed 228, wrapping his arms around the griffoness and pulling her into a warm embrace, which yielded a bashful blush from the hug-ee.

“Hey, 228.” replied Gilda, “Could you ease up on the mushy stuff? I’m kinda achey and it’s...y’know….aw screw it, c’mere you!”

She hugged the lanky mutant back with as much strength as she could muster.

“How are you….feeling?” asked 228, pulling his torso away while still keeping his arms wrapped around his friend. An act which made the doctor look like he’d just seen a fresh evisceration.

“‘M fine.” said Gilda, “You don’t need to be so...worried. I’m five by five.”

“But you weren’t waking up.” said 228, looking her dead in the eyes, “They said you might never wake up and that made me…..sss-sad.”

Gilda saw genuine concern reflected in those orange eyes. This surprised her greatly; she had never thought that 228 cared about her.

It’s almost like he’s my….pfff, naw, no way.

“Hey 228” she asked, “Did you stay with me all that time?”

228 cocked his head and furrowed his brow ridges. “Yess….yes I did.” he said after a terse silence, his thin lips pulling his crocodile-like mouth into a grin that would’ve scared anyone else, but it filled Gilda with a kind of bubbly warmth, like her blood had been replaced with shaken soda; it made her toes curl.

“Thank you.” she said, smiling back and returning 228’s hug with as much gusto as her aching body would allow.

She held the hug for a good minute before being interrupted by a familiar voice from the doorway.

“Am I interrupting something?”

Gilda hastily released 228 and turned to see Rainbow Dash standing half in and half out of the doorway, looking the picture of sheepish.

“Uh….no.” said Gilda, hoping that her blush wasn’t showing through her fur.

Rainbow Dash bit her lip and turned her head before saying, in an uncharacteristically low voice, “228, can I have moment with Gilda in private?”

228’s eyes narrowed to slits and he looked from the prismatic pegasus to the griffon whose eyes she was unable to meet. Gilda saw the hesitation in his face and laid a talon on his arm to calm him.

“‘S okay, 228.” she said, “Me and Dash gotta talk, I won’t be goin’ anywhere, I promise.”

228 nodded and then slowly left the room; the uncomfortable silence that followed made Gilda wish that she hadn’t been so quick to dismiss him.

The two former friends stood in silence, Rainbow Dash continued to stare intently at the white tiles of the floor as if she were trying to will them into swallowing her up. Gilda saw the insecure and saddened look on her face and said, “Dash, look at me.”

Rainbow Dash hesitantly obeyed and Gilda was shocked to see the telltale redness around her eyes that came from crying.

“What’s wrong?” she asked.

Rainbow sighed, then said, “You almost died, G. Those Hunters could’ve killed you back in those caves.”

“Yeah I know, I was kinda there.” said Gilda with a small chuckle.

“That’s not funny!” said Dash, looking up at Gilda with some of her old fire behind her eyes, “You could’ve been killed! Doesn’t that mean anything to you?”

Gilda blinked owlishly, then she shook her head, “I don’t see why you’re so upset, Dash. We haven’t been friends in a long time. So why do you care?”

Rainbow’s jaw dropped and her eyes widened, “W-what?! Are you saying that I wouldn’t care if you died?”

Gilda nodded.

Rainbow Dash held a hoof to her mouth and shook her head, stunned speechless; Gilda continued.

“I mean, why should you? I was a jerk to you and your friends: I mocked Pinkie Pie and almost beat her up a few times, I stole an apple, I nearly gave that poor old mare a heart attack and I roared at Fluttershy! Wh-what kind of a bitch monster would do that?!”

Gida was unaware of Rainbow Dash’s hurt and saddened look at this point, and she kept going, gaining more ferocity as she went.

“I’ve always been like that, Dashie, always. I’ve bullied, teased and bitched my way through life. I made my mother cry and my father hate me, I hurt my little sister so much that she had bad dreams about me. I picked on anyone who was weaker than me in flight school and I had the nerve to call you a bad friend.”

She was shaking now, feeling deep, acidic regret boiling in her insides, ready to come out.

“I’m a horrible person, Dash! I’m a freakin’ bitch, a worthless half-breed taint who wouldn’t know friendship if it bit her on the ass! Don’t you see, you stupid rainbow-headed dweeb? I deserved to die!”

The instant those words had left her beak she collapsed back onto her bed as high, keening sobs tore their way from her throat.

Rainbow Dash was, understandably, horrified by Gilda’s words. How could she say those things? she thought as she watched her former friend writhe on her sickbed. Dash gently cantered up to Gilda’s bed and reached out, touching her shoulder.

Gilda turned to regard her through her tear-filled eyes.

“How long have you been thinking this stuff?” asked Rainbow Dash, softly.

“F-for a while.” admitted Gilda, “Ever since that day when I took off. I never really left, I just stayed in some caves or slept on some clouds over the Everfree. A-at first I was waiting for you to c-come and apologize, but then you didn’t I just sort of….stayed put, I guess I didn’t like the idea of going back home to beg my parents for a place to stay.”

Rainbow Dash blinked in surprise, “Are you serious?” she asked.

Gilda nodded. “Yeah, I...I just wanted to- I mean I didn’t want to be alone...I hate being alone.”

“You could have come into town and rented a room!” shouted Dash.

Gilda shook her head again, “D’you really think any of those ponies would give me a place to stay after what I did?”

“You don’t know them like I do!” rebutted Rainbow angrily, “Maybe if you’d have apologized none of this would’ve happened!”

“I couldn’t.” said GIlda, hanging her head sadly, “I’m a griffon, remember? My culture is based on pride and strength, not humility and compassion. I couldn’t bare the thought of apologizing, but I guess I lost my pride anyway, ‘cause by the time that 228 found me I was stinky and sick and depressed. So I guess I owe you this.”

Gilda heaved a shuddering sigh and turned to Rainbow Dash, then, ignoring her protesting joints, she got off the bed and knelt in front of her.

“I am so, so, so sorry for how I acted.” she said, looking up at Dash with pleading eyes, “I was awful to you and your friends. Can you forgive me?”

Rainbow Dash held a hoof to her chin, “Hmmm…. well….you did say that you’re sorry. So...yes.”

Gilda lunged forwards and wrapped Rainbow Dash in a hug, which the prismatic pegasus returned after a second.

“Thank you.” whispered Gilda, smiling tearfully, “Thank you so much.”

“You’re welcome.” said Rainbow Dash.

The two held their embrace for another second before Dash let go and held Gilda at hoof’s length.

“Get some sleep, okay?” she said, “You need to rest up if you ever wanna get outta here, trust me.”

Gilda nodded, then got back into bed, sighing in relief as her aching body hit the soft mattress.

Rainbow smiled at her and then turned to go, but, just before she got to the door, she turned around and said, “Gilda? Will you talk to Fluttershy? Not for me, for you. After hearing all that ‘I deserve to die’ stuff, I really think you need somepony who’ll listen to you, because, as shocking as it may seem, she doesn’t hate you and neither does anyone else.”

Gilda turned her head and saw Rainbow smile at her, “You’re a hero now, and don’t you forget it.”

Then she left, closing the door softly as she did, leaving Gilda to fall into the first truly comfortable sleep she’s had in ages.