Prologue. Through the Sands of Time

The Waves of Darkness. Devils of Destral. Masters of the Shadows.

These were only a few names that an ancient race, the Makuta, were known by. Considered to be titans amongst their world, each Makuta sported a physic like the horrific monsters found in nightmares. From razor-sharp claws, wicked plated armor, horrifying masks, to nearly fifty powers of mass destruction, these creatures of darkness knew the ways of fear and power.

The only way to distinguish a Makuta from the rest of the populous was by their solid red or green eyes and strong aura of power.

Once, the Makuta were scientists and protectors of their home world, only to be shunned and driven to near extinction when one for their number took control of their organization, driving them to world domination. Though, not all turned to the dark side and chose to seize control of the world. While not as many, a small group of rebels stood with their former leader; the Dragon Makuta, Miserix, and defended their world's citizens from tyranny.

A clash of shadowy titans broke out inside the depths of their world's core, in the heart of Mata Nui himself. For millennia, the Makuta had been the defenders and antibodies for the planet sized robot they called home. Now, the small band and an army of Toa stood to protect him, even if it was for the last time.

By the end, those who stood victorious were the followers of Miserix. The Makuta oppressors had been defeated and were placed under their brethren's care, now set as servants for their fellow Makuta. But once the dust cleared, all the Toa and other races saw were more Makuta that would turn on them. They didn't see heroes, only potential villains.

Shocked and angered, Miserix defended their honor and demanded why they were treated so poorly. The Toa and elders demanded that the Makuta leave and never returned. Once the Makuta were given their answer and were asked to leave, Miserix asked that they be given time to find a way into exile. It took several weeks, but the Makuta had finally come up with a plan. They would send themselves through a rift in the dimensional barrier, leaving their universe behind.

Five months passed, but the Void Crawler was completed. After the crafting of another Kanohi Olmak was completed, the Makuta hooked it close to the ship's main reactor, sending its energies throughout the ship. The Void Crawler was a vast silver spire with three rings hovering around it, the spire acting as their center piece. Between each ring and the spire lay a maze of sickly green webs, the Visorak webs spanned from the rings’ inner layer and anchored the rings in their positions. Each ring gave out a thunderous hum as they pulsed with blue energy, with each wave of sound a bright flare of power surged its way to the spire, continuing to power the kio high ship.

With their craft finished, the Makuta departed without a single farewell. The ship began to hum even louder as a beam of green and blue energy flared out in front of the ship, opening a large portal to worlds unknown. And with a single pulse of the engines, the ship was gone and the portal closed, never to grace the Makuta's home world with their presence again.

For two years they searched for a place to call home. For two years they searched for a place that they would be accepted. But, because of resent events or just by the Makutas' looks, each people turned them away or "chased" them off. From world to world, and realm to realm, they traveled. From where a large golden rahi sang a new world into existence, to a world where six heroes battle an alien army using a glowing blue cube. And other worlds where the governments collapsed, to a world where the energy known as "magic" was real. The Makuta pressed on.

That is, until an interdimensional anomaly erupted into the space between realms and crippled their ship.

First, the hull of the Void Crawler bent and groaned, prompting everyone to rush to the bridge. Second, massive energy surges were detected, sending the ship rocking and tumbling through the void. And lastly, a large flash of light over took the ship. It had no origin, there was just a flash of white light, and all was quiet and still.

When they awoke, they were scattered among a lush forest, rain poring from the heavens. Once the Makuta regrouped, they saw that their ship had arrived with them, but it had crashed into the side of a mountain. The once proud vessel that had carried them through time and space, now lay in ruins along the side of a mountain. But they did not have time to mourn for their fallen ship. There suddenly came a loud and devastating wave of energy from over a ridge.

The Makuta moved to investigate. Once atop the hillside, they looked over the landscape to see a large fortress of stone and metal, a full moon set in the horizon. But what captivated them wasn't the scenery, it was the battle between two creatures as they sored in the night sky.

The beings had the general shape of a female Toa, but their legs didn't end in feet, they ended in strange hard stumps. They had odd wings, unlike the flying rahi of their world, allowing them both to fly among the clouds. They both had horns, if one could call them that, protruding from their foreheads. These horns allowed them to channel a strange energy, blasting different colored beams at each other.

One was a dark midnight black, like the deepest of shadows. It wore navy blue armor and carried a curved sword, obviously ready for battle.

The other was pure white, its long heir (as the Makuta had come to learn what the mop of fur atop one's head was called) was like a gleaming spectrum. Where the other was dressed in armor, this one was dressed in an evening gown, clearly dressed for a relaxing evening.

From just looking at the scene, it seemed that the white one was hit by a surprise attack. The fortress was possibly its home and the dark one had come to kill her.

After observing for a few more seconds, Makuta Valkaan, a hulking titan of black and silver armor, watched as the white one was swatted into the ground. As the dark creature descended, cackling all the while, the Makuta made their move.

(V)

Nightmare Moon had won!!

She'd done it!

Celestia was defeated and there was nopony to stop her from plunging Equestria into eternal night. She released a sigh and sheathed her sword, confident that she'd claimed victory. She then sat down on a shattered pillar to regain her strength, yet she wouldn't get the chance. Suddenly, she was struck from the side as a shadow fell over her. There were no hoof clops, there was no warning. All at once, a massive metal claw spawned out of nowhere and grabbed her by the head, yanking her off her seat and throwing her across the courtyard. When she managed to get back on her hooves, whatever had attacked her was gone.

Heart pounding, she scanned the courtyard, but she saw nothing. From out of nowhere, another shadow loomed over her. She turned and looked up to see a large monster, four solid red eyes and the same four fingered claw that had snatched her from before. With a quick roll to her left, she evaded the monster's attack, said thing smashed into the cobblestone like a cannonball.

When the dust cleared, Nightmare saw the monster. It stood nearly eleven feet tall, its body shrouded in black and silver armor, two large tusk-like horns sprouted from the sides of the creature's muzzle and curved over its forehead. Two sets of red eyes glared at her, sending a chill down her spine. A spiked collar rose over its shoulders, adding to the spines decorating its back. Its legs were shaped like a ponies, double jointed, but they ended in massive hooves with small sharp claws.

Nightmare took it her attacker's appearance once more, barely able to conger up a single word. "W-what a-are you?"

The monster smiled behind its mask. "A distraction."

"Wh-?" Was all she could get out before another armored fist struck her from behind.

The sound of popping knuckles could be heard along with a gleeful chuckle, a feminine voice soon following. "Ah, it's been a long time since I've had the privilege to do proper battle."

Nightmare got onto her hands and knees in time to see her secondary attacker. Like something from her worst nightmare, a giant nine foot insectoid monster stood over her. Two orange eyes glared down at her, the creature's body covered in black armor with forest green highlights. Four wickedly bladed arms lay at the creature's sides, sharp claws flexing in eagerness for an oncoming fight. In the creature's lower right claw, it held some horrible weapon, like a crossbow.

"And what of the sparing we've done, Gorast?" Said the larger of the two, his four eyes settling on the other. "Did they count for nothing?"

Gorast rolled her eyes at Valkaan. "While they were good to pass the time, I've been itching for a battle. And another thing--"

Gorast was interrupted by Nightmare teleporting away in a flash of light, struggling to stand as she leaned against the courtyard's fountain. "Oh look, she teleported. How cute."

In a distortion of space, like a blackhole sucking them up from the inside, both Makuta teleported in front of the mare. The startled Nightmare shrieked and stumbled back, bumping into a suit of armor.

"So much darkness in this one." Came a chilling mechanical voice from behind the mare, causing her to turn around and look upon the armor. She gasped in horror as her slitted teal eyes met solid crimson. "Yet, there remains a spark of light in that cold shell... just like us."

"Icarax." Valkaan said in a warning tone, stepping forward, his large feet crushing the cobblestone beneath. "While she may have been attacking, we still don't know to full story of what happened here. We keep her contained, but we don't kill her."

"For now at least." Grumbled the crimson and black Makuta, gripping his spear tighter.

"Brothers, sister!" Shouted a voice from inside the fortress. Once everyone turned to face the newcomer, they saw a blue and silver dragon-like Makuta, her lime green eyes shimmering in the night. She possessed a pair of wings along her back, a long lashing tail behind her. One could describe her mask as Hordika based, with narrow eye sockets and the rahi-like snout. But what through most off about her were her hands. She didn't have any. Only two scrappy gray hooks.

"The white one, Queen Celestia, is awake. Miserix says to bring the dark one, Luna." She then turned about and walked back into the fortress.

All three remaining Makuta looked down at the mare in question, all eight pairs of eyes on her.

"So..." Valkaan spoke up, looking at the others. "Who wants to volunteer?"

"I will." Said Icarax, his red eyes falling on the mare as he grasped her arm. "Come with me and I won't burn a hole through your... skull. Either that... or I could just--"

Suddenly, Nightmare Moon teleported away and reappeared inside the throne room of her rightful castle, desperate to get away from the psychopath of a monster. But upon looking around, she saw even more monsters. A small army of them. Each with red or green eyes staring at her. Lidless and filled with darkness. Darkness that even rivaled her own power.

"LUNA!" Celestia desperately called to her younger sister from her center of the room, standing alongside the resting place of the Elements of Harmony. "Please. Please come back to me!"

"NO!!" Celestia recoiled at Nightmare's shout, tears in her eyes as her little sister continued. "For too many years I've been shunned by your subjects. NO MORE!! I've been sitting in your shadow too long, dear sister."

Celestia was on her knees now, staring at her sister in shock. "Bu-but..."

"NO BUTS! I will not stand by as the little ponies worship you as a goddess and me as the devil!! I will not!!" With that, Nightmare began to hover above the ground as her eyes grew to shining white, dark power radiating off her in waves. "I will have ULTIMATE POWER!!"

With even more tears, Celestia drew the Elements from their stands, letting them surround her in a circle. The Makuta, watching the whole display, stepped forward to assist. But Celestia put up a hand, silently asking them to stay back. Miserix, the hulking red and silver dragon, nodded and motioned for the others to back off. They did so right as Valkaan, Gorast, and Icarax joined the gathering, watching the two sisters in a stalemate.

The Elements began charging, their light intensifying. "I'm so sorry Luna."

Celestia let a tear roll down her eye as she Elements had finished charging and Nightmare had lost her patience. The former princess charged at her sister with lightening in her hands, horn ablaze. But the Elements wouldn't have it, with a loud hum, the six stones released a powerful beam of multicolored energy. Nightmare's eyes widened upon seeing the beam rushing toward her. The now frightened mare scrambled backward, but was too slow and was caught by the beam. She was sent sailing up into the sky, above the clouds and above the stars, toward her full moon.

"Forgive me, Luna." Celestia whispered with her hand clasped to her aching heart, falling to her knees. An image of an alicorn appeared on the moon, a single crater at the tip of the tip of the horn. "Forgive me."

Miserix watched the alicorn for a moment, knowing the feeling of losing a sibling to the darkness of their own self. He soon stepped forward and shifted into his original form; a ten foot Makuta of red and silver with a fanged and horned mask. With his shadow staff in his left hand, he gently placed his right on the alicorn's shoulder, trying to sooth her.

"It is said that time heals all wounds," Said the Makuta Leader, his eyes gaining an air of sorrow. "Though, I fear that this wound can't be healed by only time."

Celestia looked up to see the Makuta, looking over him for the first true time. After a moment, she replied. "Y-yes. I feel that I will need to be reunited with her for my scar to be healed."

Miserix nodded as he stood, helping the alicorn to her hooves. "And we will help you for the time being, if you'll allow us to."

The alicorn stood, smiling at the Makuta with kindness as she wiped her tears away. "Yes, I would appreciate that. And you are all welcome to stay as long as you wish, provided that no harm befalls my subjects."

"That is our purpose." Said Valkaan as he stepped forward, towering over the two. "We guard and protect, seek and destroy."

"And if I may ask, what are you? You are certainly not ponies."

Miserix gave Valkaan a warning look, psychically telling him that they would talk later. "We are the Makuta."

Celestia smiled, stretching out her arms in a welcoming manner. "Then welcome, Makuta, to Equestria. But..."

The Queen took a moment to look around, seeing her beloved home reduced to shambles. "I will need a new castle and village for me and my subjects."

A crimson and black bat-like Makuta stepped forward, flexing the wings along his back. With a nod to Miserix, Antroz spoke. "I believe we can help with that."

1. Through Streets of Steel and Stone

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Mount Canterhorn, 768 C.A., 410 years after Nightmare Moon’s fall

The new capital of Equestria; Av-Nui, or the Great City of Light, stood tall along the side of Mount Canterhorn. Its gleaming white and gold towers like that of the Metru-Nui, forged from the various materials of the planet. But paved through the shining buildings and polished towers, were cables and bridges of solid protodermis. Stretching from roof to roof, these bridges formed easy access to those who couldn’t fly, the streets below acting as safeguards for those who detested heights.

The Ponies of Av-Nui were a peaceful and welcoming sort, while those who sought money and power were sent to the lower regions of the city, were their influence was governed by the law enforcers; the Vahki. The Vahki were an advanced legion of peacekeepers, stationed in the less than civil regions of the city. They patrolled the streets, keeping watch over the populace. The Vahki would also sometimes assist with construction, street maintenance, and school security. When an assailant or criminal was apprehended; via their Kanoka discs (non-lethal, set only on stun), the Vahki would send for the Capital Guard.

While the Vahki protected the lower regions of the capital, the Capital Guard patrolled the upper-class districts of the city. The Guard did things similarly to the Vahki, only they had emotions to consider, where the Vahki (being machines) did not. However, the Capital Guard protected more than just the streets, they were charged with safeguarding the Royal Palace; home to the Queen of the Sun.

Standing proud and shimmering as the Sun reflected off its walls, the Sun Palace lay in the center of the city, protected by the twelve foot walls that incased it. There, Celestia; Ruler of the Day, preformed her duties as Queen to better the lives of her subjects. Similarly to the Makuta who had taken residence with her people, Celestia followed the virtues of their world; Unity, Duty, and Destiny. Celestia had always liked the values of the Makuta; being brought together in Unity to better their people, committing themselves to their Duties no matter the obstacle, and finally, Destiny; where each and every life ends. One’s purpose in life.

Speaking of the Makuta, resting not too far away from the palace, stood the central hub of the Brotherhood; the Silver Spire. Crafted from the remains of their ship and standing above the Royal Palace in height, the Spire acted as the Makutas’ council room, where they discussed matters of the different cities and villages they guarded. Like it was in Mata Nui, the Makuta had decided to take up residence in every city of Equestria, protecting and assisting the populace.
Makuta Miserix and Antroz helped to govern Av Nui, supporting Celestia in her daily duties. Miserix acted as Celestia’s adviser, while Antroz perused politics.

Makuta Icarax and Gorast were sent to govern Manehattan, patrolling the northern and southern sectors of the busy city with their Rahkshi. The two warriors would often find the trouble they sought and ended it just as swift as it had begun. Needless to say, the two Makuta never grew bored.

Makuta Valkaan was stationed in the town of Ponyville, a newly established settlement near to the Everfree Forest. Valkaan’s job was similar to Gorast’s and Icarax’s; charged with keeping the peace and helping the villagers. In the village’s center stood a three story spire, acting as a library for the villagers, as well as a home and laboratory for the Makuta. Through the Library, Valkaan shared his vast knowledge of the stars, agriculture, flora, and fauna. He also wrote many literatures, telling of his and the Makuta’s adventures in the Multiverse. These adventures would eventually grab the attention of a certain cyan filly.

Vamprah was sent to the busy city of Los Pegasus, a city of clouds and a famous place for gambling. When the Makuta had first arrived, he had seen the Casinos as a waste of time. But through the years he’d become intrigued and had come to use the activity in his spare time, winning many bets and losing to some. Those times he’d lost… let’s just say that the winners were given haircuts for their extensive bragging. Vamprah never lost a hunt.

Like Los Pegasus, Cloudsdale was an establishment in the sky, constructed entirely of solidified clouds. Makuta Mutran had taken interest in the place right off, wishing to study the clouds and learn as to why they’d become as they were. He’d also asked to study several of the town’s populace, wanting to learn why they could walk on the clouds with such ease. Unfortunately though, the Makuta was denied his request and settled for asking around. When this turned up fruitless, he sent letters to the greatest mind of the age; Starswirl the Bearded, the old gnat. Mutran and Starswirl’s relationship had hit a rocky start from the moment the letter had reached its destination.

Much like the great city of Manehattan, Fillydelphia was a city of opportunity and prosperity. And much like Icarax and Gorast, Makuta Bitil was a fierce warrior, plowing through enemies on the battlefield like a Nui-Rama would take to the skies. Yet, the battlefields in Fillydelphia were streets and alleyways, more confined to what Bitil was used to. As such, the Makuta adapted and learned to fight in these confined areas, sharpening his skills. And through time, Bitil had abandoned his rogue-like self and once again committed himself to the protection of his charges; the Matoran of Fillydelphia.

Rahaa was originally considered an outcast among her brethren, being tenderhearted and caring, opposite to many of her Makuta siblings. And thus, Trottingham was the place she was assigned. The town was small, relatively the same size as Ponyville, but was not continuously plagued by monster attacks and raiders. Trottingham was a peaceful town in which any could come to escape the pressures of life, and Makuta Rahaa made sure of it.

Chirox hated Appleloosa. That was the key emotion he’d held to the primitive town as he’d first entered it. It was secluded, in the middle of a dry wasteland, and had zero advancements in technology. In all, it was Chirox’s worst nightmare, if Makuta could even get those. Yet, the efforts of a young mustard furred colt soon changed Chirox’s mind. As the Makuta sulked atop the cliff range, Chirox saw a young colt playing with his two friends, racing dangerously close to the edge. The Makuta thought nothing of it, turning back to watch the sun set over the mountains.

That quickly changed when he heard the piercing screaming of a child. Within seconds, Chirox spread his enormous wings and bolted after the colt. Knowing his clawed feet would injure the colt, Chirox drained the life force from the Shadow Leeches in his glowing vat and cast it out of his chest. With the space in his torso freed, the Makuta shifted the ribs of his chest into arms that reached out to grab the crying child. Stretching the new limbs, the Makuta finally grabbed the colt and stuffed the child into his torso and rapped the clawed limbs over the cavity of his chest. With a flap of his wings and a shift in his weight, Chirox landed, folded his wings, and let the colt out. Still sobbing, Braeburn hugged the blind Makuta. Maybe, just maybe, this place wasn’t so bad.

Krika was shown to the settlement of Salt Lick, a small town on the bank of a wide river. Most of the population was comprised of pegasie. A wise choice to build a town on a river in Krika’s opinion, considering that the pegasie diet consisted of greens and small amounts of fish.

Krika had once found himself on the docks with several fishing Pegasie, casting their nets and hooks. Some simply dove into the water and grabbed their quarry, much like their ancestors. While he sluggishly watched, his crimson eyes soon picked up the movement of three foals playing in the river. The Makuta watched as one of the foals slipped and was swept up by the river’s current.

Krika wasted no time in sprinting after her on his long spindly legs, seeing as he lacked the capability of teleporting, chasing the sputtering and kicking filly. Knowing he could move faster in his ghost form; he shifted and dove below the river and ground. Like lightening, the Makuta moved ahead of the struggling child, repelling himself up to the surface with his Kanohi Crast. Once above ground again, he solidified himself in time for the filly to collide with him.

The filly grasped into a boney limb, hooking her little hooves between the spikes of his armor. But the foal gasped and pointed with her wet nose to the Makuta’s limbs, where many fish had stabbed themselves into his spiked armor. The squirming and gasping, fish stared at the two, but Makuta and filly watched in turn. Krika, drained from the effort of shifting from solid to ghost, focused on the fish as they soon grew still, the life leaving their eyes. With his energies restored, the Makuta ushered the filly onto his back and gifted her with a fresh snack, making his way back upstream.

Makuta Krika was hailed as something he’d always wanted to be, something he felt he was unworthy of; a Hero. And through his actions of draining the fishes’ lifeforces, from that day and onward, he happily robbed the ponies of the burden of killing. With his limbs acting as fishing spears and his ability in draining life, the pale Makuta became Salt Lick’s provider. Through the years, the villagers of Salt Lick dedicated that day to their Makuta protector and provider, to the Makuta of Salt Lick.

Mount Canterhorn, 1,350 C.A., 992 years after Nightmare Moon’s fall

“Greetings citizen.”

A seventeen year old Twilight Sparkle jumped at the mechanical voice of the Vahki, staring at it with wide eyes. Twilight knew of the Vahki, as all in Av Nui did, but she’d never seen one up close. So it being a Saturday, her parents gone out for a private dinner, and Shining Armor out with his cadet friends, Twilight thought she’d visit the lower regions of the city. It was all that her parents had described, just not as dark and musky. The streets were litter free, shops maintained and well kept, and even the alleyways seemed to have their own charm.

The inhabitance, however, didn’t share her sense of awe at their home turf. Most kept to themselves and didn’t talk with one another unless necessary, paying the noble-blooded teen no mind.

“Citizen Twilight Sparkle, apprentice of the Queen, you are hereby requested to return home by order of Duchess Velvet and Duke Light.” The Vahki said, its mechanical voice scaring Twilight once again out of her deep thought. Then, from the machine’s chest came a projected screen, the blurred faces of two very familiar faces coming into view.

“Oh Horse-apples.” Grumbled the teen as she watched her parents’ faces come into focus. As soon as they did, she noticed that their expressions were anything but happy to see her.

“Twilight Sparkle!” Her mother yelled over the Vahki’s onboard speakers. “Watch your mouth young lady! A lady of your stature shouldn’t be caught using such language!! And what are you doing down in the slums of the city?! Do you know what kinds of ponies live down there?! Beggars and thieves! Bandits and killers! Come home right now!!”

“What your mother means is, we were worried when we got home, and you weren’t here.” Came her father’s reassuring voice. “Please come home, Twily.”

Twilight put on a defiant face to show them that she could handle herself, but as she thought about her actions, she really had worried them without leaving at least a note. Her rebellious mask crumbled in seconds as her head bowed and her eyes became hidden by her bangs. “Yes Dad, sorry for worrying you guys. It’s just… I just wanted to see a Vahki up close and the lower regions of Av Nui. All my friends have seen it, I… I just wanted to see.”

The anger in her parents’ eyes soon changed to pity and remorse. Her father’s frown suddenly turned upside-down. “Wait, you have friends?!”

“DAD!!”

“What?” He laughed. “I know you have friends in the Makuta ranks, but pony friends? Who are you and what have you done with my bookworm of a daughter?”

“I’m not a bookworm, Daddy. I just like reading.” The teen defended as a smile broke her frown, crossing her arms with a cute huff, cheeks puffed in embarrassed anger. Just like when she was little.

Night Light soon chose to speak up again, wishing he could hold her as Twilight smiled back. “Twilight, I get it. You’re young and you want to see the world. But you need to wait and ask us first. If you run off somewhere without us knowing, we’ll be worried sick, like we just were. And I’m not just talking about your crying mom here…” He then put his hand between himself and his wife with a smug look. “No doubt I’ll have to buy six hundred tissue boxes to get the floodgates closed.” He received a jab in the ribs for his words, making him grunt with a smile. His actions however, had the desired affect for his daughter, seeing the corners of her mouth twitch upwards even more until she sported a full giggling grin. “There’s the Twily I know and love. Stay safe sweetie and please be back soon.”

“Negative.” Came the Vahki’s emotionless voice, like a cold stone shattering the tender moment.

“What, why?!” Demanded Velvet, her eyes going wide.

“The Queen has requested an audience with her.” Before the parents could respond, the Vahki’s projection screen went dead just before the machine looked down at the unicorn teen.

“Come.” It said in an icy tone.
Twilight wanted to reject fiercely but knew that the Vahki wouldn’t take no for an answer. And knowing the Queen, it was probably for something urgent. “Ok.”

The Vahki then stepped away from Twilight, the young mare watching with great interest. Gears turned, pistons pumped, panels shifted and dematerialized. The head of the Vahki turned a full 180 degrees and looked up, its arms folding in on themselves and morphing into four spiked limbs that reached the ground, even though it still stood at its full height; seven feet and four inches tall. The legs extended in length, its feet going tiptoed, allowing its back to fully face the ground. When all was done, the Vahki had gone from its bipedal mode to an all-terrain quadruped mode, allowing it to move faster than an award-winning sprinter. The Vahki looked at Twilight with an almost expectant look, its tri-jointed neck bending in a sickening way.

“Come.” it said again, watching her with its yellow soulless eyes as she slowly approached.

Twilight gulped as she continued, looking the Vahki over. What was she supposed to do? What did it want? She looked again into its eyes, glancing over the faceplate, considering the Vahki’s stance and behavior. It wasn’t threatening, instead the Vahki held itself in an almost welcoming air, silently beckoning her to come to its side. Twilight did just that, stepping close to the enforcer while wrapping herself tighter in her blue winter jacket. Her hooves started to shiver as she realized that she’d just stepped in a cool puddle water.

“Hold.” The Vahki suddenly said when she’d apparently stepped too close. Then, the machine’s spinal plates peeled back to reveal a grey inky material. Said material started to expand for several long moments. To Twilight, it almost seemed to be “fluffing” itself up, providing a comfortable surface for a single pony to ride on. Once the grey substance had stopped, the Vahki spoke.
“Get on.”

With her knees knocking, Twilight hesitantly started to mount the Vahki, soon settling herself down on the warm grey material. Once she had fully settled down, curling herself into a ball to conserve heat, the Vahki’s plates edged themselves over her. But they didn’t cover her fully, only enough for the teen to be cradled in her cozy area in the enforcer’s body. Slowly, crystal blue glass spiderwebbed itself between the spinal plates, spreading over the open areas and sealing the unicorn inside a mobile cocoon.

While this method of travel was still new to Twilight, she had been escorted by Vahki before. When she had first started out as the Queen’s student, the Vahki had escorted her from afar, keeping a lookout for the Capital Guards. Granted, she’d seen Vahki before, just not any closer than two yards away.

The teenage mare breathed through her nostrils as she felt the Vahki moving throughout the streets. She had heard that the Makuta were slowly releasing new models of Vahki. Deemed the Ka-368, these representations of Vahki were faster and more intelligent than previous models.

The unicorn gasped, gripping the cocoon’s sides as she felt the Vahki go vertical. It was climbing the buildings.
True to her intuition, the Vahki; model Ka-368.117, had chosen to scale the towers. Slowly gaining altitude, the Vahki had concluded that traversing the rooftops, cables, and bridges it would save it precious time. It kept a holographic image of Twilight on its HUD, keeping her overall position in mind. Unlike most models of Vahki, the Ka-368 variety held a certain level of “care” for their VIP’s. Older models would simply guard their VIP’s until they’d reached their targeted area, or the VIP had expired. Thus, the need for a better and smarter model had arisen.

However, as 117 neared the higher class level of the city, its audio processors picked up the sounds of battle. Controversy to outsiders’ beliefs, the capital wasn’t a stranger to violence. Like any of the great cities in that day and age, there were those who strived to earn a living through… unethical means.

117 climbed to the top of a local hospital to view a battle at the resident bank. Once its optics focused in on the multiple contacts, it saw fourteen Capital Guards outside with spears raised and shields up, magic or not. A complete heat-sensory scan was taken of the building to find six bank robbers, armed with illegal firearms and deadly explosives. 117 took a moment to view the internal clock it’d set prior to the Royal Summons. The Vahki did a quick calculation of its predicament. At the current time, it was 6 minutes prior to the Summons. But at the rate it was going, it would take 23 minutes to get to the Palace, yet it had 14 minutes to spare.

Conclusion; If 117 was careful with its passenger, the Vahki could assist the Guard units.

Sending out a transmission to any Vahki units in the district, 117 called them to aid. Unit 117 waited 3.4 minutes before a team of aqua blue, crimson red, and autumn yellow Vahki stood before it, its own shade of black contrasting with the other Vahki units. Sending its gathered information to the team, 117 made sure to acknowledge its passenger, letting them know it had other priorities. The Vahki team acknowledged all this with a surge of static over their coms, moving after this to converge on their targets.

“Why have we stopped?” Came the young mare’s voice from inside 117’s shell.

“Danger, Twilight Sparkle.” It simply stated, not even turning its head from the bank.

“O-oh… can’t we just go around it?”

“Affirmative.”

“…Well?!” Twilight fumed, getting impatient with the Vahki’s lack of movement.

“Our scheduled time is not upon us. We have no need for imperativeness.”
A holo-screen popped up in front of Twilight, showing her the battle through the Vahki’s optics. The mare gasped at the sight once she turned herself around, and hand coming up to cover her parted lips. “Is… is anypony hurt?! Is Shining down there?!”

“Negative, Shining Armor is nowhere in the vicinity. And no one is heavily injured, the strongest of injuries being only two mild concussions.”

“And the Queen’s Summons?”

“We still have 10 minutes to spare. Shall we continue and arrive early?” It asked in an almost intrigued way. Almost.

“Yes.” Said the mare over the internal speakers, grunting as she relaxed further into the grey cushion. “It’s always better to arrive before the appointment, it’s called being punctual.”

“Affinitive. Recalculating…” Said the Vahki as it moved forward, plotting a new coarse to the Palace. “We will reach our destination within 21 minutes. Would you like some music to pass the time?”

Twilight blinked at the offer, surprised that the machine would even consider such a thing. Vahki had always been seen as cold and calculating, never once had she ever witnessed one almost… care. Was that even possible?! “U-um… yes?”

With its enquiry answered, 117 started its trek to the Golden Palace, careful not to jostle the teen around too much. “Any specific genre?”

“Uh, pop?”

Said music sounded through the Vahki’s internal speakers, sending Twilight into a minor dance routine. The Vahki accounted for the teen’s movements in its walk pattern, making sure not to loose balance along its journey. Scaling, leaping, sliding, and dodging its way through the City of Light, 117 continued toward the Palace.

A heavily armored claw, coated on red and black, stretched over the valley’s expanse. Sharp claws grazed the mountain peak, adjusting a group of humanoid fingers to stand around their assigned village. A pair of red eyes glanced over the frozen waterfall, admiring the tiny canoe at its base, where the waves would’ve rocked the little boat had it been real.

Antroz looked over his work, making sure that all was as he saw fit. He adjusted the goggles he had strapped to his head, peering through the numerous lenses as he spotted an out-of-place villager who’d been knocked over. Reaching out, he picked up the delicate aluminum sculpture and righted it onto its feet. The Makuta smiled behind his Kanohi Jutlin, the Mask of Corruption, finding that all was well on his 30ft by 35ft table. The model landscape was perfect in his eyes, though it had taken much of his free time, it was complete.

The crimson Makuta breathed deeply to clear his troubled mind. Though he’d found a calling in politics, he’d found that he missed the rush and excitement of battle. He wanted action, not the boring days of deskwork and numerous reports, applications, and arguments.
Perhaps he would travel to Manehattan, New Metru Nui (as some Makuta liked to call it) and visit Icarax and Gorast. The two Makuta had taken to the wayward streets with glee, putting a stop to the many crimes and gang wars. In truth, Antroz had found himself jealous of their lack of boredom, longing to enjoy the trill of the fight once again.

His musings were interrupted by a harsh knock on the room’s pearl colored door, the sound of hissing mechanical limbs reaching his audio-sensors. He soon turned to find a black Vahki with an orange helm standing before the door, its torso opening to reveal a somewhat dazed unicorn mare.

Antroz hummed to himself as he approached the young Twilight Sparkle, smiling behind his mask as she reoriented herself. “Greetings Twilight, I trust your journey here wasn’t too rough?”

“You could say that.” Replied the unicorn as she straightened out her jacket, greeting the Makuta with a bow afterward. Slipping into familiarity. “Greetings, Makuta Antroz.”

“Twilight.” Antroz warned, a tinge of irritation entering his voice. “You need not be so formal when we are not in public.”

The teenager stuttered. “O-oh, right. Sorry, Antroz.”

The Makuta nodded, a smile behind his mask once again. Their attention was drawn toward the room’s side entrance, the door creaking open to allow another to walk in. The figure stepped forward, looking over a stack of papers held is his clawed hands. The sharp edges of his talons shaving the papers slightly. The red coated stallion took cautious steps forward, careful as to where he stepped. His wild black Mohawk swaying between the six jagged horns that grew from short to long as they reached from his jaw to his cranium. A similarly wild tail swaying behind his hoofed legs. The stallion’s red eyes scanned the papers, that being solid red with miniscule black slits. Wisps of silver metal snaked up and down his body, visible on the arms, neck, and face. Numerous silver spikes lined the figure’s body, huddled on the shoulders, elbows, and knees. It was only after Antroz coughed into his hand did the figure look up from his papers, stopping as he looked over the Makuta and mare.

“Makuta Miserix, how nice to see you.”Antroz smiled at his Brotherhood Leader.

The stallion/Makuta huffed in response, looking over his papers again before sighing. He wasn’t going to get that vacation time if he kept getting interrupted like this.

“Brother, it is good to see you as well… for the eighth time this day.” Said Miserix, his normally booming voice brought down for Twilight’s sake. He stood slightly taller than the mare, about the average height for a middle-aged stallion. And by a mare’s standards, the look he’d chosen was considered to be somewhat fetching. While any mare would have to look past the spikes and red eyes, if he were a normal stallion, every mare on Equestria would’ve been on the old Makuta’s tail.

Antroz mentally frowned at his sibling’s gruff reply, a deadpan on his Mask of Corruption.

“So, how goes the Queen’s court? If I may be so bold, Great Makuta?” Asked Twilight with a nervous smile. While Antroz was one to drop formalities regularly, Miserix was not.

The Makuta shifted stallion regarded the Queen’s apprentice with a critical eye. “Good thus far, nothing too concerning. If you’d like to know; the fountain by the city square is finally getting replaced. Seems that there was no clog, it was just old. Now, if you would allow me; I have work to do. I bid you a good evening, Young Twilight.”

With that, Miserix turned to leave through the door he’d entered by. However, he stopped just before leaving and turned his head back to Twilight, a sinister and mischievous look in his eye. “By the way… your mane is frazzled.”

Twilight, for her credit, didn’t immediately fuss over the wayward strands of her mane until the door had screeched shut. With the Brotherhood Leader gone, she lit her horn and teleported her purse from her room to her location. Reaching inside to pull out a hairbrush and hand mirror, she began the frustrating task of smoothing out her bangs.

Antroz laughed as the lavender mare struggled with her bangs, going back to his model valley. He still had a few more minutes till his meeting started. But as he looked to the clock above the far door, he notice that time was of the essence for a certain young mare.

The Makuta then turned to Twilight, getting her attention as he spread a wing in her direction. “I believe you have six minutes till your summons begins, young one.”

Her mane undoing the hard work she’d just completed, the now stressed teenager yelped before dashing past the Vahki and out the door. A moment later, her head poked back in as she smiled nervously at her old friend.
“Sorry to run, but… the Queen.”

“Do not fret, Twilight. Celestia is very forgiving, as you know. Do not trouble yourself.” He reassured, smiling again as he looked over a miniature Ion cannon in his hand.

In response, Twilight teleported to the Makuta’s side and hugged him. A warm smile on her face.

When Antroz had first met her, he was at a complete loss when it came to physical interaction. It had been when Twilight had gotten a B- on her history report, and she’d spend the day crying in the gardens. Antroz had come there to check on a few Rahi he’d been experimenting with, only to find a weeping filly in the bushes, her cheeks stained from tears. The young Twilight had lunged and latched onto the Makuta’s torso and started crying anew. Antroz, not knowing what to do at the time, had resorted to rubbing her back as he’d seen many parents do with their young. Though the method was strange to Antroz, it had worked, soothing the filly until she’d fallen asleep against him. He didn’t bother waking her, simply shifting his chest and arms into a makeshift bed, his wings’ membrane acting as blankets. When Twilight had finally awoke, she’d said that it was the best nap she’d ever had. Antroz still smiled on the memory fondly.

With a soft pat on the teenager’s head, the Makuta ushered Twilight out and down the hall, sending 117 to escort her. Antroz knew that the summons was just another lesson for the young mare, but he also knew that telling her that would deprive Celestia of witnessing her student’s shock. The Makuta smiled again, still finding the Queen’s sense of humor to be first-rate.

2. The Shell Begins

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Twilight Sparkle raced down the Palace hallways as fast as her legs could carry her, dodging stoic guards and the occasional maid. The teenage unicorn wasted no time bursting into the Queen’s study, hastily bowing before the oak desk and her Solar Queen.

Celestia wore a red and lavender silk dress with golden trimming, an orange sash draped over her shoulders to mimic a sunset sky. The Queen, while stoic and firm as any Royal Guard, smiled at her student’s abrupt entry.

“Rise Twilight.” She said, motioning for the young mare to sit in the chair across from her. Twilight did so in a hurried fashion, still trying to smooth out her frazzled mane.

“I trust you had a pleasant morning. I see that Antroz had one of the newer Vahki escort you here.” She then looked to the Vahki as it entered the room, its yellow eyes scanning her before it nodded to her. “What is your designation, Vahki?”

“Ka-368.117.”

“Ah, 117, did Twilight treat you well?” The Queen smirked at Twilight’s confusion.

“Affirmative.” Its icy tone still sent a shiver down the teenager’s spine, at least when she was looking directly at it.

“Good.” Celestia winked at her student, pulling out several papers from her desk.

“Um, your Majesty?” Asked a cautious Twilight, sitting up straighter.

“Yes Twilight?”

“The, uh… the Summons? You sent for me?” The teenager suddenly got a crazed look in her eye, her mane coming undone once again. “I-I didn’t miss an assignment, did I?! A report? A letter? And ancient text?! A letter!?!”

Celestia’s hand came up to her lips as she stifled a giggle, soon building to an unladylike cackle. After a few moments of watching a stunned Twilight, she calmed down enough to speak. “N-nothing of the sort Twilight. You know of Suva Nui, the Great Spire, right? The Makuta’s main station?”

The teenage unicorn nodded, fixing her mane for the hundredth time that morning. “Who wouldn’t? It’s only the largest building in Equestria second to the Sun Palace.”

The Queen nodded in turn, smiling still. “And as you know, very few are allowed inside. As it is a sacred place for the Makuta, we are to respect their privacy.”

“Of course.”

“And seeing as you are my apprentice, you are given access to the Spire on the authority of the crown. However, you are to enter only, and only when a Makuta is present with you. Is that understood?” She ended in a stern tone.

Twilight bowed her head as she spoke. “Yes, my Queen. Only when a Makuta is present should I enter the Spire, I understand.”

“Very good.” Said the alicorn as she stood and pulled the papers she had under her arm. “Since I have to deliver these reports to the Spire, anyway. Why don’t you come, and we can take a tour?”

The young mare’s eyes lit up impatiently, springing onto her hooves in seconds and bounced on her hoof tips. She squealed in pure joy as she danced on the spot. Celestia however, only giggled at her apprentice’s antics, smiling as Twilight calmed down.

“Sorry…I—” She started sheepishly, blushing at her actions and rubbing her neck.

“It’s quite alright, Twilight.” The Queen chuckled, walking towards the office door. “You are the first to see the Spire’s interior in a millennium.”

With that, alicorn and unicorn walked out of the office, Vahki close behind.

(V)

Makuta Valkaan stood in the entrance hall to the Spire, wickedly bladed arms folded over his armored chest. The eleven-foot Makuta had been waiting patiently for the last hour for Antroz, the Queen, and the Queen’s apprentice to arrive, watching a group of sonic Rahkshi rehearse their songs.

As the band played in the main hall, the Makuta found his large feet tapping along with the beat, inwardly smiling as the Rahkshi seemed to notice. The Acoustic Staffs, one of Equestria’s most popular bands, at seeing one of their masters enjoying their song, played slightly louder. Valkaan made no complaints as he even started bobbing his head, his internal smile growing as he stared off into space, mind enveloped by the tune.

It wasn’t until ten minutes later that the automatic doors to the Spire opened, the huge protosteel doors melting into the walls and the Vahki guards standing at attention. Not a moment after did Valkaan see the three visitors; the Alicorn Queen, Makuta Antroz, and one awestruck Twilight Sparkle. Said teenager was glancing around at everything in the Spire, a child-like wonder in her eyes. The two Makuta and Queen exchanged greetings as a giggling Twilight darted around the room. The unicorn scurried around the main hall, gaping at the Makuta statues that lined the walls, the Rahkshi band, the Visorak webs that suspended hundreds of glowing Kanoka discs, and the Three Virtues carved into the silver floor.

“Twilight.” Queen Celestia chimed, interrupting the mare as she looked over a Rahkshi’s keytar. “Remember? The tour?”

“Oh, yes. Sorry.” She blushed and quickly zipped up next to the Queen.

All present chuckled at the teenager’s antics, then turned down the left corridor, deeper into the Spire. Celestia allowed Valkaan and Antroz to lead the tour, seeing as how the Spire was practically the Makuta home/operations base. Similar to how she’d done before, Twilight dashed from one spot to another, staring at all that was addressed.

“Over here we have the Restoration Center…” Said Valkaan before looking over his notes again, making sure everything he had from Ponyville was in order. “where we’d assist injured Makuta back in the old days… or at least, fewer times now than we had back then.”

“The only good thing that comes out of it now is a grumbling Gorast and a cursing Icarax. And you, dear brother.” Chuckled Antroz, elbowing his sibling to get his attention. “Remember when Icarax first saw this place?”

The dark Makuta held back a thunderous below. “Ha! I remember; ‘Don’t you dare send me back to that horrible place! I would rather die by some lucky idiot’s sword than be pulled back to that wretched medical bay!’”

“I-I remember when Gorast had to practically drag him in there because he’d nearly been torn to shreds by that wild dragon pack.” The red Makuta laughed, smacking his thigh. “You remember right?”

“Yes, but I also remember him threatening us, telling us never to spread that tale. Lest he kill us the next day.” Valkaan patted his college on the shoulder, offering a mirthful snicker. “Sleep with one eye open, brother.”

“I shall take your advice and place toothpicks in my optics.” Antroz laughed before the Queen got their attention.

“I hate to break the moment, but I have a meeting with the Ambassador of Prance in an hour.” She smiled apologetically. “Could we move the tour along?”

Both Makuta bowed as Valkaan glanced over to watch Twilight, making sure she stayed out of trouble. After a moment, the dark Makuta and his crimson brother stood, motioning for the two ponies to follow. And so, the tour continued.

“… and this, is the main lab where we test different chemicals and mutagens.” Announced Antroz as he punched the code into the keypad, the door opening a moment later with an organic sound. Twilight had kept an eye on the pad as he did so, curious as to why the Makuta locked their doors as such. Surely, they had higher tech than that?

Valkaan leaned down so he could be heard by the teenage unicorn. “Never be in there when it’s hot and the lights go red.”

“Why?”

“You don’t want to know.”

The young mare looked at the Makuta inquisitively, trying to pry another answer out of him. When she got none, she looked back into the lab to see an entire wall filled with scientific notes and equations. Twilight caught herself staring (and drooling slightly) as she moved forward. She stopped at the door and looked to the two Makuta.

“Can we go in and see? Please?”

Antroz scanned her pleading eyes, her lower lip trembling. With a mental scoff at himself, he nodded, and the teenager rushed inside with a happy squeal.

The winged Makuta looked to his sibling. “Keep an eye on her.”

Valkaan nodded and followed the enthusiastic mare into the lab, keeping watch over her as his brother had asked. Antroz lead the Queen away so that she could tend to her meeting, wanting to prevent her from being late.

Makuta Valkaan stepped into the lab to find his charge ogling over the numerous equations and notes written along the wall, sketch pad in hand as she took her own notes. Seeing that the pad had an aluminum coil holding the papers together, he activated his power over magnetism. Twilight yelped as her notepad drifted out of her reach and atop a high shelf.

“Don’t take any notes.” Valkaan pointed to the scribbles on the wall, the tone in his voice making it clear that this wasn’t up for debate. “Top secret.”

Twilight huffed in annoyance and looked up at the equations. Her eyes drifted up to her notepad, then to the large crystal vat below the shelf it sat on. What was in there? She quickly calculated a route that would allow her to reach her notebook, but she thought better of it, instead deciding to rely on her magic. Glancing over to find the Makuta reading his holo-pad, his quilled back facing her, the unicorn looked up at her book. Determined to get her property back, she used her magic to grab the notebook and levitate it down to herself.

Suddenly, Valkaan’s holo-pad chirped, alerting them both. The Makuta looked down at the devise; it was Krika. Probably something to do with that escaped Rahi, as it was a problem, he’d been meaning to assist his brother with. “This will only take a moment; I will be right outside if you need me.”

With that, Valkaan left the room to take the call. Leaving a very, very curious Twilight Sparkle all to herself in a lab full of alien tech.

(V)

The Queen turned back to Antroz as they reached the front door of the Spire, a pleased smile on her face. “Thank you again for this, I needed some time away from my duties, even if it was for just a little while.”

“You are quite we—” Automatic doors suddenly slammed shut, lights turned red, and sirens blared.

“W-what’s going on?” Asked an alarmed Celestia as she cast a Selective Hearing spell around her.

Antroz stormed over to one of the nearby computers and pulled up the security footage. What he saw made his eyes widen in horror and his heart pound. “We need to get to the labs.”

The same horrified state claimed Celestia as she pieced the information together, hearing the alarms and the word ‘lab’. “T-Twilight?”

The Makuta only nodded before he grabbed her wrist and teleported down to the main lab. Once the two exited the void with a loud snap of displaced air, they spied Valkaan placing the young unicorn in a Recovery Vat. Twilight was covered in green slime, coughing up the stuff a moment later as the tank filled with an oxygen rich fluid.

Antroz stalked up next to Valkaan with bright crimson eyes, voice filled with rage. “What. Happened.”

“I turned my back for one moment, and…” The four eyed Makuta hung his head, eyes glaring at the panel he was working on. Once done, he connected said panel back onto the tank, allowing its directives to take effect.

“I won’t ask again Valkaan.” Glared Antroz, standing up straight and clenched his fists, eyes ready to let lasers fly. “What happened? Tell me!”

“I don’t know!” Valkaan’s own eyes brightened, looming over his old friend. “All I know is that I’d gotten a call from Krika, I go to answer it, thinking that she’d be fine for a single moment as I stepped out. Then, I hear a scream and I darted back inside to find her in a vat of green gunk! And if you noticed, Twilight’s not all there!!”

Valkaan pointed at the mare inside the healing tank, Antroz followed with worry and his breath hitched at what he saw. All along her body, small bits of metal could be seen, the young mare unaware that her skin was transforming into Protodermis. However, the closer he looked, Antroz could see that there was some coloration to the metal as it slowly covered her body. Inch by agonizing inch, the Protodermis spread, small bits of black, purple, and orange covering her.

Antroz closed his eyes and took a long breath, the warmth in the room abandoning its post. “Who’s vat was that?”

Valkaan thought for a moment before remembering. “Makuta Spiriah.”

If Antroz had been taking a drink, he would have choked, gagged, and coughed it back up at hearing that. But he simply turned to his brother, anger forgotten for the moment, staring at Valkaan in complete horror and awe. “Say again? I think I’m finally getting hard of hearing.”

“I didn’t stutter; it’s Makuta Spiriah’s work. And you’re no older than me, we’re the same age.”

“Be that as it may…” The crimson Makuta trailed off as he sent out a mental command, summoning the Makuta who stirred his wrath.

Seconds later, Makuta Spiriah teleported into the room, his poison green eyes locking with Valkaan’s red ones. He gripped a toilet scrubber in his clawed hand, the leathery wings on his back and thick tail twitching. His black, red, and green armor shone dimly in the light, eyes turning to Antroz.

“You called?” Spiriah grumbled, his head low.

Antroz and Valkaan glared hot daggers at their brother, balling their sharp clawed fists. Antroz was the first to speak, his voice boiling with fury. “Did you craft the vat in the main lab?”

Fear spiked in the other’s eyes as he stepped back. “W-what vat?”

The crimson Makuta narrowed his eyes, stepping forward to loom over the other, pointing toward the suspended mutating unicorn. “The vat that inflicted THIS on the Queen’s apprentice!!”

“…oh.” Spiriah wilted at seeing the mare in question, wings and tail sagging.

Antroz’s eyes flared with red fury as he latched his hand onto Spiriah’s shoulder, poison leaking through his palm. “Is that all you have to say? Oh? Do better! I cannot stress this enough… FIX. THIS. NOW!”

The perplexed Makuta blinked at Antroz and shrugged off his grip, wiping off any surplus acid. Fear, regret, and pity in his eyes as he looked on Twilight again. Spiriah sighed, pressing a clawed hand to his brow. “But my project-“

“Will still be active.” Came a loud, booming voice from the doorway.

Everyone in the lab turned to find Makuta Miserix standing in the doorway, but not in his pony form. Transformed back into his true Makuta self, the crimson horned Mask of Mutation glanced at every occupant in the room, his gaze lengthening on Twilight. Miserix’s eyes took on a shade of blue, but quickly shifted back to an angered red as they settled on Spiriah, the edges remaining green.

“What prompted you to devise such a compound?” Asked the twelve-foot Makuta, his long tail curling around the corner.

“I-I… I was working on a way for us to revert back to our organic forms. The ones we had before we’d changed to Antidermis? I had hoped-“

“THAT WHAT?!” Raged Antroz in an icy tone that could’ve frozen the Crystal Sea, jabbing a claw at Twilight, the Protosteel continuing to engulf her. “I’m fine with the way I am! But she isn’t, at least until she wakes!!”

“I-I understand that, but-“ Stuttered Spiriah, shrinking away from his blind brother.

“But nothing! Her life is ruined! Wrecked! Destroyed!” Glared the former Makuta of Xia. “And it is all your fault.”

With that, Antroz stomped over to Miserix, keenly looking the other Makuta in the eye. “What should we do with him? I don’t trust him near Twilight.”

Miserix mimicked breathing deeply, not being able to do the action since he was Anti-dermis. But Spiriah’s idea had intrigued him, nonetheless. What if he could breathe again? Feel warmth and cold once more. The sensations of life had eluded him for thousands- no, millions of years, creating a void inside the old Makuta. But as much as he wanted to focus on his own wishes, Miserix couldn’t ignore that Twilight’s life now hung by the edge of a knife.

“Gather all the Makuta and we will conduct our resources to finding a cure for her, or we will do what we can with what is happening to her.” He gestured toward the now encased unicorn, surrounded by a silver cocoon of protosteel. “We will either fix this or she will have to adapt with what she’s been given.”

“Spiriah said that this was supposed to shift Makuta back to our organic forms…” Valkaan paused as he walked up to the crystalized cocoon, pushing his hand through the healing jell and touching the warm chrysalis. “Perhaps she is transforming into one of us?”

“Hmm…” Miserix stepped up next to the dark Makuta, looking over the vat’s readings and scans. “From what I’m seeing, it would seem your assumption is correct. Her body is dissolving into Anti-dermis. She will be needing a shell.”

A loud gasp erupted from the Queen before she rushed over to the vat, looking over the cocoon. After a silent moment, she stood tall with a pained look in her eyes. “I will contact her parents and let them know what’s happened.”

Celestia turned to exit the room, stopping only to give a glare to Spiriah. The Makuta looked away in shame as she left.

“For now, while we wait for Twilight to reveal herself, I shall proceed with your punishment.” Said Miserix as he trudged forward, grasping Spiriah by the neck and dragging him along.

Spiriah tried to pry the larger Makuta’s claws from around his neck, but his efforts were fruitless. “Wait! I-I only wanted to h-help!”

“Help?!” Miserix brought his sibling up to his face so he could look him in the eye. “You only helped in ruining a young mare’s life and dooming her to an existence she couldn’t choose! I am at least thankful that the process of her transforming is when she’s unconscious, otherwise we’d hear her screams all the way to Los Pegasus!! Your screams however, I shall revel in.”

Before Miserix exited the room fully however, he turned back to Valkaan. “I trust you to watch her vitals. Do not let yourself become distracted again, lest I give you a similar punishment.”

Makuta Valkaan bowed his head, all four eyes closing in submission. “I will not fail.”

Miserix nodded, continuing to drag a squirming Spiriah down the corridor. Valkaan turned back to the vat that held the young mare, his eyes shifting to a mixture of blue and purple. “I failed you once, Twilight. I shall not again.”

(V)

“AAAAAAAAAAAAHHHHHHHHHHH!!!!”

Spiriah found himself kissing the steel floor of the arena, his mask gaining several new scratches as he slid across the floor. A large shadowy hand suddenly grasped the back of his head, bringing him mask to mask with Makuta Miserix, now transformed into his fully dragon body.

“BECAUSE I HAVE ACTIVATED THE DAMPENING FIELD, YOU CANNOT USE YOUR ABILITIES TO DEFEND YOURSELF. YOU ARE AT MY MERCY, MAKUTA SPIRIAH.” Bellowed the titanic creature, his large green eyes burrowing into his soul.

“B-but… your powers are gone too. And for m-my punishment, you face me as a Rahi?” Croaked Spiriah, his chipped and broken body dangling in Miserix’s grasp.

“IT IS THE FORM I USE IN BATTLE; YOU SHOULD KNOW THIS SPIRIAH.” The Dragon of Destral (one of Miserix’s titles) extended his wings, each a mile long and strong enough to turn buildings to dust. “AND I DO NOT NEED MY POWERS TO BEAT THE LIVING KARZAHNI OUT OF YOU!”

“To Karzahni with you!” Spiriah spat in anger, a decision he regretted imediantly.

“YOU FIRST.” With that, Miserix hoisted the other Makuta into the air and slapped him across the room with his tail.

Once again, Spiriah faceplanted into the arena wall, sending flecks of protosteel and his own dermis across the floor. The moment he regained consciousness, what remained of his eyes widened in horror as a large crack had formed on his shoulder, a small wisp of green smoke drifting through.

“Miserix…” He whimpered, crawling to his knees as the other stalked toward him, the thunderous footsteps making him cringe. “P-please… mercy.”

“I WILL SHOW MY MERCY WHEN I DECIDE TO!” Snarled the Dragon Makuta, coming to a stop in front of the shaking other. But it was at that moment that he saw the wisp of Antidermis, eyes narrowing at the broken Makuta before him. “BUT… THEN AGAIN, YOU HAVE RECEIVED PUNISHMENT ENOUGH. GO.”

Spiriah sighed in relief before slowly rising and moving toward the main doors, picking up the pieces to a shattered wing along the way. As Miserix watched his sibling limp away, he shifted back to his usual form; the towering giant of a Makuta. He suddenly heard the echo of clapping from within the observation balcony, and when he looked up, he saw none other than another Makuta. From her skinny, insectoid-like armor to her clear wings, she was indeed the Ruler of the Tren Krom Peninsula, Mistress of the Acid Falls; Lady Gorast.

Gorast seemed to smile at Miserix from atop the balcony, continuing to clap until she slowed to speak. “Finally using that worthless waste of Antidermis as a training dummy? Can I have him next?”

“Unfortunately, you cannot Gorast. I was punishing him for an unofficial project he was conducting.” Said the Makuta as Gorast turned off the dampening field, teleporting up next to her on the balcony.

Gorast laughed at the thought. “And let me guess; it blow up in his mask as usual? Did he need a new mask afterward?”

“No. He left a vat of untested chemicals open while the Queen was over, and her apprentice fell in. Now the child is either doomed to die a horrible death, or she is transforming into one of us.”

The female Makuta’s laughter died in seconds, giving her sibling a very perplexed look. “You are serious?”

“I am.” He answered, motioning for her to follow him as they left the area. “All we know is that she still lives and is in a chrysalis, presumably changing into an Antidermis Makuta. Which makes creating a cure all the more difficult.”

“And what do you require me for?” Snarked Gorast, lengthening her boney legs to keep up with Miserix’s stride. “I am no scientist, you know this.”

“I was hoping you would instruct her in controlling her powers.”

She scoffed at the idea. Her, Makuta Gorast?! Training a welp?! “No.”

“I thought not.” He sighed, pinching the bridge of his mask.

“Then why ask?”

“Because I wanted to be sure.”

Gorast nodded in understanding as they entered their destination. She looked ahead to see Valkaan fussing over a healing vat, a large silver cocoon resting in the claws of the machine.

“Having trouble, brute?” She smiled behind her Mask of Disruption.

Valkaan huffed in annoyance. At one time, he would’ve driven that nickname home by punching her, but now the much older Valkaan simply shrugged her off. “Perhaps. Could you keep an eye on that panel? It’s monitoring her lifeforce rate.”

“I will leave you two to your work.” With that, Miserix left the room and disappeared down the hall.

“Very well.” The female Makuta grated, obviously wanting to do anything other than her current task. Taking a deep breath, Gorast locked eyes with the screen and recited an old Makuta ode. “To stand is to fight, to fight is to stand. My power is great, but power can lead to arrogance. Arrogance can lead to death, and death leads to void. We are Makuta; we are power, not arrogance. We are knowledge, not folly. We are Warriors, not cowards. We are darkness, not light. Makuta, this is what we are.”

“If I remember correctly, it was Rahaa who wrote that. You memorized it?” Valkaan asked over his shoulder.

“It helps me focus and relax. Me in a peaceful world without a way to calm myself, that is bound for disaster.”

“Indeed.” Chuckled the dark Makuta, his four eyes settling on several wires and switches on the pad’s side. “Whomever thinks it’s a good idea to rile one of the world’s bloodthirstiest Makuta is asking for a death wish, one which you will no doubt grant.”

“Agreed. And you’d be able to hear their screams from Karzahni.” She smiled deviously at the thought.

“Now that would be something.”

3. Breaking the Mold

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3. Breaking the Mold

Long before the current day and age, Makuta Valkaan had previously had his own reservations about Equestria and its inhabitants. Like it was back in their old world, he expected that the Light would shun the Dark, as it had always been. Even when he and his siblings had witnessed the Alicorn Queen banish her sister, the world’s avatar of Darkness and the Night, Celestia had proven him wrong when she extended her hand in friendship. Though the Makuta still had their suspicions about her, through the next hundred years, she showed them a new way of living. A way of life in which every being was equal, whether they be of the Light or the Dark.

This thought had peeked the Makuta’s interest when he had first heard of it, listening intently as the Queen explained her society. From Monarchy to equality, these were new thoughts to the Makuta as a whole.

Valkaan was torn from his reminiscing by a sudden beeping from his communications array. Two blue lights flashed as the noise continued, prompting the Makuta to stride towards hovering silver disc on his long workbench and press the secure channel button on its rim. A slender female Makuta blinked into existence on the holographic screen, her four orange eyes giving the old Makuta something of a kinship between them. In fact, this was also felt by the young female, and so she had requested to be under his guidance until she passed her studies and trails.

“Father, I am having trouble with this problem. Would you please help me?” Came the voice of what the ponies referred to as a teenager, the female’s maskless face showing in the light. She began tapping her chin with a pen, its black surface split down the middle with a blue light.

“Which problem is it, Kajah?”

“I… don’t remember if it was the nucleotide or the sciaenid residue I needed to add.”

“Well, what are you trying to do? Add or subtract from the mutation?” Said Valkaan, both sets of eyes watching as the female fumbled with the vials of blue and green liquid. “Remember, this isn’t a pony school and I’m not trying to drill all these facts into you. Mutation is an art form; I’m simply showing you how I do it. You can create your own style when you feel you’re ready.”

“I know Father, thank you.” She said with a nod, the young Makuta feeling almost naked before her teacher with no mask. “I know I must complete my studies and craft my own mask, but I’m still having trouble deciding what my mask’s power will be.”

“All in due time, my dear. But for now, let us focus on this.”

“Yes, Father.” Kajah droned, her twelve-foot-long tail whipping about in the background. There was a sudden knock from the Ponyville Spire’s front door and the screen split to show the building’s entrance. Valkaan smiled behind his mask, seeing a teenage cyan pegasus waiting impatiently at the door.

“I’m sorry, but another requires my attention.” Valkaan apologized, his red eyes going dim for a moment in regret. “I will return shortly.”

“Of course, Father.” The communication went silent.

=<Meanwhile>=

In a dark alley of Manehattan, a loud bang and a flash of dim light erupted, creating a hole within the space between worlds. Two figures fumbled out, followed by two more, leaping over their fallen brethren. The standing two then helped their friends to their feet, one struggling to keep hold of his massive great sword.

“Whoa…” Groaned a Toa of Fire, his red and silver armor clashing with the Toa of Light helping him stand. “W-What happened? Where in Mata Nui are we?”

“You want the long answer or the short one?” Grunted the Toa of Ice, his white Kanohi Rode glinting in the sunlight like fresh snow.

“Short. My head can’t take the long answer at this moment.”

“We aren’t in or on Mata Nui.”

“And you can tell that how?” Asked a Toa of Water to his right, hefting her sniper rifle onto her silver shoulder, her orange eyes scanning the area.

“By the fact that we are currently in an alley unlike what we’d find in Metru Nui, everything from trash bins to the very ground is different. This street is paved stone and not dirt, stone tiles, nor Protosteel.” Argued the Toa of Ice, deemed Ruuk. “It’s funny that I can see clearer than you, even without scopes attached to my mask.”

“Say that again,” Growled the Toa of Water, pushing her mask into his. “I dare you.”

“And I dare you not to start a fight Nahva.” A Toa of Light pressed herself between the two, breaking their struggle, her golden Mask of Dimensional Gates glimmering along with the rest of her pearly armor. “It’s my fault we’re here, and I’ll do everything I can to get us back home.”

“Not without help you won’t.” Came a voice from the alley’s entrance. The Toa all gazed down the alley to see a towering figure, clad in bladed black and red armor, his crimson eyes peering at them in curiosity.

“You are currently trespassing in sector TK-421, and I would ask that you leave, but seeing as you just exited a dimensional gate, you have nowhere to go.” Said the Makuta in an almost bored tone. “And while I would love to question you, I’d like you out of my zone.”

“Zone?” Asked the perplexed Fire Toa, stepping toward the Makuta. “Where are we? And who are you?”

“Oh…” Laughed the Makuta, looking at his claws for a moment in thought. “You are in Manehatten, in the land of Equestria. Don’t ask, I quite hate the name myself. In any case, as for who I am, I’m sure you’ve at least heard of me from wherever you come from. I am Makuta Icarax.”

The Toa all froze, eyes wide in terror.

“T-The Mak-Makuta Icarax? The Makuta of Karzahni?” Shuttered Nahva, stepping back and readying her rifle.

“Yes, that’s me.” Smiled Icarax behind his Mask of Shadows, now a trophy from his fallen adversary.

“T-The Shadow of War?” Breathed Ruuk, finally letting his Konda styled sword to fall off his shoulder, loudly slicing to the ground with a crack.

The Makuta’s smile slowly dissipated. “Yes… don’t wear it out…”

“The Blade of Wrath?” Muttered Kapura, the Toa of Fire, pulling out his sword and stood ready.

Icarax now had a clawed hand to his forehead, eyes dimming in irritation. “Yes, I know that I have a mountain of titles, but can we just skip to the part where you all rush in and fight? You Toa seem to have a knack for that.”

Kapura wasted no time as he ran forward, Nahva close behind with her rifle. Icarax could tell just by this action, and he thought to himself, ‘I’m dealing with rookie Toa, and I’m going to wipe the floor with their masks.’

With this in mind, the Makuta sidestepped Kapura’s slash and rolled away from the water Toa’s three shots, grasping her by the head and shoving her to the ground. Nahva grunted and groaned, slowly gathering her bearings as she lay in the small crater, rifle shattered next to her.

Icarax observed the two other Toa in front of him, daring both elements of ice and light to attack. Finally, Kwaara made her move. Leaping forward, she brought out her Light Daggers, hacking and slashing at the Makuta. Icarax used his power of evasion to dodge every swipe with a bored look. With a thought, he ghosted through the oncoming Toa, and once on the other side of her suddenly shivering form, he shoved her into the alley wall.

“That… felt weird…” Groaned Kwaara from her spot, a slimy banana peel on her head, still shaken from the experience.

The Makuta looked to the Toa of Fire behind him, who was charging yet again with his sword alight in orange flame. Icarax rolled his eyes and density shifted once again, letting the Toa pass though him. He turned to see Kapura barely manage to stop himself from colliding with his Toa brother. The two Toa then looked to their adversary, wondering how they could overcome such an enemy.

“He’s not trying to kill us.” Noted Ruuk aloud, his red eyes scanning the Makuta from behind his blue visor. “Are you just toying with us Makuta?”

“Hm…” Icarax hummed in mock bewilderment. “Am I?”

“Ruuk, we need a plan.” Said Kapura, looking to his friend, sword still raised.

“I have a plan… surrender.”

The Toa of Fire’s eyes went wide, his sword almost falling out of his grasp. Kapura gripped it again and gaped at the Toa of Ice. “Are you serious?! Can’t we take him?”

“The Toa Nuva tried and failed to defeat the Makuta all those years ago, our battle will end just the same if we continue. In the end, Teridax won and we were subject to tyranny. But if anything, if what I’m seeing beyond these walls is true, then I think that this Icarax is anything but a tyrant.” Ruuk reasoned, looking behind the Makuta to see a flourishing city of strange creatures. Strange though they were, he couldn’t deny that many looked content, happy even. “I’m willing to surrender and see where this choice leads us. After all, it’s better than dying by his hands.”

Kapura looked down in thought, then looked to a still down Nahva, and to Kwaara who wiped away the trash from her armor. They couldn’t win, even if they all wanted to. “Unity… we win, and loose together.”

“Who said you were losing? You had me on the ropes for a moment.” Icarax laughed, but soon turned serious again and looked to the Toa of Ice. “It has taken me many years to learn that some battles can’t be won, so it is better to live another day so that you can fight another day. You may be wiser than me, Toa. But if I am to be rid of you, I will need to send you back from whence you came.”

The Makuta turned to Kwaara; his red gaze fixed on the Toa of Light. “From which universe did you come? I know that mask, and its power.”

However, Kwaara stepped back and grew nervous under the dark shadow. “Um, I-I do-don’t know. I-It was j-just a sp-spur of the moment t-thing…”

His eyes narrowing, Icarax hummed to himself. “I see…”

Seeming to make a decision, the Makuta of Karzahni pulled a silver disc from his belt and pressed a button on the side, the image of a yellow furred mare with a green mane and blue specs hovering above the device. “Send a minor dropship to my location.”

“Yes Makuta.” Bowed the mare before vanishing. Icarax looked to see the Toa had gathered together, Ruuk explaining their situation. Needless to say, many were skeptical.

“Are you serious?” Growled Nahva, leaning on her mangled rifle for support. “You want us to trust him? A Makuta?!”

“Yes.” Came Ruuk’s all-too-serious reply. “What else is there to do?”

“Um, retreat?!” The female Toa acted as if it was the most obvious choice.

“To where? We know nothing about this world, but he does. And, if you didn’t hear, he said that he knows the Olmak’s power, so would he have used one in the past? Maybe that was how he got to this world? Seeing as how, what I think are the inhabitants—”

“Which they are.” Interrupted the Makuta.

“Yes… they aren’t like the Matoran, nor any other creature I’ve seen in the Archives. I believe we are in another universe, and one that has a Makuta who is willing to help.” The Toa of Ice eyed the Makuta cautiously. “Besides, it’s better than running around aimlessly.”

“That it would be.” Agreed Icarax, folding his hands behind his back. “’It is always better to find allies than to wonder through the territories of enemies.’ I believe that was what Shake Spear said, the wise fool.”

“So, what do we do now?” Asked Kapura, sheathing his sword on his back, not caring for the Makuta’s last words.

“We wait for the transport and I see about you four getting back to your dimension.”

=<Back in Ponyville>=

“You wished to know when the next installment is coming?” Asked Valkaan with a tilted head. “It will not be for another few weeks at least. I have other things that require my attention, Rainbow Dash.”

“I know you’re busy, Makuta, and I respect that. But… you think I could get a head’s up before the book releases?” She asked with a pleading smile, the teenage pegasus’ wings flapping as she hovered.

“And give you an unfair advantage against the other consumers? No.”

“Aw…” Rainbow bemoaned, slouching in the air.

“But… I will save you a copy for when you arrive.” This brightened the young mare’s spirits, the light returning in her eyes.

“Yes!” Rainbow pumped a fist to show her approval.

“Now, I believe your free hour is almost up. You best get back to school.” The Makuta directed the mare toward the schoolhouse.

Her mood fell immediately, prompting a momentary pout. “Aw, but school’s so boring…”

“And yet, you wish to join the Wonderbolts do you not? You must finish your education before that happens.”

“Yeah, I know…” Rainbow lamented, crossing her arms as she landed in her dismay and folded her wings. “But why does it have to be so boring? Couldn’t they make school… I don’t know, 20% cooler?”

“It is the way they choose to run the society, and I have no wish to correct them in that area. But… I may put in a good word for you with the Queen next time I see her.” Valkaan smiled as her grin returned.

“Thanks Valkaan!” With that, Rainbow was off.

The Makuta nodded as she flew into the distance. Turning about, he re-entered his Protosteel home, the entrance closing behind him like millions of needles knitting themselves together, sealing him in the dark hallway. Valkaan continued on his way back to his study, hearing an aggravated groan from the upcoming room. Peeking inside, he found a distraught Kajah overlooking a bubbling mess and a melting Ussal Crab. The unfortunate Rahi was reduced to sludge as he stepped forward, his large feet clanking against the metallic floor.

“I see that you’ve failed.” Valkaan stated, looking over the young Makuta with slight worry. “What did you learn?”

“That it was the nucleotide, not the sciaenid residue.” Kajah chastised herself with a growl. “And that I’m not cut out for mutation.”

“Well… you could seek to become a politician…”

“I hate politics.”

“Noted. Perhaps a Warrior? Like Gorast and Icarax.”

Kajah froze, seeming to let fear grip her. “T-They’re—”

“Very hard on their pupils, yes, I know. But I wasn’t chiefly referring to them.”

“Who then? Y-You?” She asked in disbelief, her four eyes looking him up and down. “No offence Father, but… I’ve never seen you fight. Like… at all.”

“Times of peace do not call for a Warrior. But I am also an expert in alternate dimensional travel, you could learn some of this craft.” Valkaan suggested, flexing his spines.

“And what are its applications?”

“In these times; exploration and discovery.” The old Makuta smiled behind his horned mask. “That and it is a good hobby.”

The young Makuta sighed, glancing over at the now dead and rotting crab, thankful she couldn’t smell the stench. “I will think about it… along with everything else…”

Valkaan looked over the fatigued teen, stepping closer and patting her shoulder. “No. Not tonight, go and get some rest. You need it.”

Kajah’s spirits seemed to brighten, her eyes gaining some of their lost life. “Thank you, Father.”

Just at that moment, the communications disc on Valkaan’s belt went off. Said Makuta fished it out and clicked it on, the readings of Twilight’s chrysalis coming up. They showed mental activity and that the pod was cracking. Valkaan’s eyes widened as he stared at the holographic screen, its blue light illuminating his mask as Kajah looked between the readings and her teacher.

“What happened?” She asked, not recognizing the name in the document’s title.

“Twilight Sparkle was the Queen’s personal apprentice, but there was an accident, and she has been mutated.” He answered, looking to the young Makuta. “And she’s done cooking.”

It was a short walk until they reached the lab where Twilight’s chrysalis was being kept. There, in a dark corner, sat the large purple and orange pod that contained the former unicorn. Jerking this way and that, the chrysalis rocked and shook until it fell over and cracked. The crevasses spiderwebbed up the crystalline pod, faint wisps of green smoke drifting out as the cracks grew. Finally, after a solid twenty seconds, the chrysalis shattered. And laying amongst the fragments sat a drowsy and confused Twilight, now no longer a pony, but a black and purple Makuta.

Unlike most Makuta’s armor, which was angular and sharp, Twilight’s armor had a soft look. Curving and bending like water, her armor was elegant, yet it still spoke of the powerful being it held.

“Well, this was expected, but I’m still having trouble believing what I’m seeing…” Whispered Valkaan in a stunned voice, his four red eyes wide.

“Oh my…” Shuttered Kajah and she looked over her teacher’s shoulder, her eyes scanning the new Makuta.

At that moment, Twilight lifted her head, her orange eyes locked on the two Makuta before her. Then, she looked down at her new form and screamed.

Bionicle: Into the Shadows

by One of Nine

Prologue. Through the Sands of Time

1. Through Streets of Steel and Stone

2. The Shell Begins

3. Breaking the Mold