part one

A clicking noise filled the air as the wrench tightened the last nut into place. With a sigh of relief, Twilight Sparkles levitated the wrench back into one of the many tool boxes surrounding her work shop. She closed the lid and turned around to view her creation. It looked like a big metal door frame; three ponies high and two ponies wide. Wires snaked out and around the frame to computers and control panels and generators placed furthur back in the work shop. Lights blinked and flickered on the contraption as beeps and humms filled the air.

"Uh, what is this thing suppose ta' be again, Twi?" Rainbow Dash asked, rather befuddled.

"This-" Twilight replied "-is a matter transmitter." She said proudly as she moved around different computers typing in various commands and codes. Twilight turned around to see her friend's confused expression. "Er...You know how I teleport?" Twilight asked. Dash nodded. "It's just like that, only instead of just me being able to teleport myself and/or someone next to me, this baby-" She patted the frame affectionately. "-will be able to teleport any pony, regardless of their type, anywhere within it's range." Dash nodded again, though quicker this time.

"So if I wanted to, this could send me to Sweet Apple Acres right now?" The Tomcolt asked. Twilight frowned.

"Weeeeellllll...hypothetically speaking, yes." She said reluctantly. "I haven't actually tested anything with it yet, and I plan on running a lot of experiments and simulations to make sure it'll be safe for ponies to use." Twilight finished.

"Why? What happens to a pony if it messes up?" Dash inquired.

"Um...if you got teleported to the wrong spot, say, in the middle of a mountain..." The purple maned unicorn let the scenario trail off. Dash made a disgusted look.

"Why would any pony ever want to try that?" Dash asked, incredulous.

"No, no! That's why I'm going to test it over and over to make sure nothing bad happens! See?" Twilight exclaimed. "By the time I'm done, you won't even think twice about using this machine!" She said, trying to assure Dash. The rainbow-haired pegasus frowned.

"I dunno about that. I think I'll just stick with my wings." She replied in a "I'm not convinced" tone of voice. Dash flapped her wings a few times to get the point across.

"Regardless, even if nopony wants to use it, it can still be used for transporting supplies and equipment! The possibilities are endless!" Twilight responded a bit more confidently.

" when ya gonna test it?" Rainbow Dash asked. Twilight grinned.

"Now's a good as time as any! Watch-" Twilight levitated a cardboard box with the words "test" written on it in front of the frame. "-as I teleport this box from here to the other side of the room!" Twilight turned her attention to the multitude of computers in the workshop. She stopped momentarily and gestured for Dash to join her. "Com'n Dash. I'd rather you not be too close to the machine when it starts." Dash merely rolled her eyes but figured it was best to do what the eggheaded-bookpony said. Dash knew that Twilight was better then the rest of her friends when it came to magic and technology. It didn't change the fact she was still a klutz sometimes and it occasionally carried over into her work. Therefore, while Dash still wanted to watch, she didn't want to be caught up in the probable explosion that would ensue.

"Well-" She started, trotting next to Twilight. "-lets get this party started!" The pegasus pony said, trying to sound excited.

"That's the spirit Dash!" Twilight exclaimed. She handed Dash a set of tinted goggles. "Here, just in case." 'Just in case' what was never specified, but Dash put the goggles on. Better to be safe then sorry. With a few telekinetic taps on the keyboards, Twilight activated the machine.

With a groan, it started to humm and buzz to life. The noises built up to a steady roaring; like that of a real heavy wind. In the center of the arch, a spark flickered into existence. The spark quickly grew, and in a flash, a white portal enveloped the space inside the metal frame. Twilight cheered in excitement.

"It works! It's stable! This is amaz-" The words died on her lips as the archway shuddered and plumes of sparks and smoke burst out of several computers. The portal rippled and wavered as angry blue streaks of light danced along the edges.

"TWI! TURN IT OFF!" Dash shouted over the growing castraphony.

"I CAN'T!" Twilight yelled in panic, desperately typing on keyboards and control panels. "IT'S STARTED A RUN-A-WAY REACTION! THERE'S NOTHING I CAN-" At that moment, a tremendous roar filled the air and portal suddenly grew beyond the confines of the gate and enveloped the room. The two ponies felt their hair stand on end as the light swallowed them, saw a flash, and then-


"YAAAAAAAAH! SURRENDER AND EAT LEAD DIRTY BLUES!" The strange declaration echoed through the three-sided canyon; accompanied by the noisy growl of a Warthog engine as the vehicle leaped over a stream and spun in a 180 in front of Valhalla base 17-B. A figure dressed in red Spartan VI armor jumped out of the passenger seat and brandished his shotgun. "Alright bluetards! Come out with your hands up! Preferably tied so it'll make killing you easier!" He shouted. Two other figures, one in orange armor driving the vehicle, and one in maroon armor manning the gun, hopped out of the Warthog and stood alongside the red one.

"You know, we could always ask politely, Sarge. We're not actually at war anymore." The orange one said snidely.

"Shut up Grif!" The red one, 'Sarge,' yelled at him. "Never stop preparing for the worst! The day might come when we might just have to come over here and kill every last, dirty, stinking blue here! And a beautiful day it will!" Sarge explained. He then turned to the one in maroon armor. "Simmons, did you bring it?" Sarge asked.

"Got it right here, sir!" Simmons replied, hefting a metal crate in front of him.

"Excellent!" Sarge exclaimed. "Now we just to get inside. C'MON SCUMBAGS! GET OUT HERE BEFORE WE DRAG YOU OUT OURSELVES!" He shouted into the base entrance-way. As if on cue, two distinct voices could be heard approaching the entrance; one was chatting happily whilst the other grumbled the whole way. Finally two more figures, dressed in the same armor as the others(though one was cyan and the other purple), emerged from the base.

"Great. You guys again. What the hell do you want now?" The Cyan colored soldier asked.

"And why all the shouting? Simply asking politely goes a long way in civilized-" The purple soldier started to say before Sarge cut him off.

"Stow it bilge-pumps! I'm here-by commandeering this base in the name of Red Army until further notice! Attempts to stop us will result in hot lead death dealt by my shotgun!" Sarge informed them enthusiastically.

"Whatever. See if I give a rat's ass. Just don't break anything. Again." The Cyan soldier retorted.

"See? All you had to do was ask. It's not hard at all! Blue base is open to all who-" The purple soldier was again interrupted, this time by the Cyan one.

"Cram it, Doc. Let's just make sure these bozos don't wreck any of our stuff." He nodded to Grif. "Sup Grif."

"Sup Tucker." Grif replied. "Where's Wash and Caboose?" The red team soldier asked.

"Wash is off somewhere around here. I think he's trying to fix some old comm equipment. Lord only knows what Caboose is up to." Tucker responded.

"No doubt cowering in fear at our amazing rush tactic!" Sarge stated, listening on their conversation. "Alright red team! To the kitchen!" He said, striding down the hallway.

"Kitchen? What the hell?" Tucker asked no-one in particular.

"Grif was supposed to order actual food stocks but all he got us was a year's worth of TV dinners." Simmons informed the blue. "And then the microwave broke." He said with a hint of bitterness and shot a look at Grif.

"Hey, making food is hard! Besides, I can't wait three minutes if I'm hungry. It just makes more sense to cook all three meals at once!" Grif said.

"Tell that to the microwave." Simmons responded and followed Sarge deeper into the base. Grif followed leaving the blue team members alone for a moment.

"What the hell is going on up here?" They turned to find a figure in blue armor with yellow markings standing behind them.

"Oh, hey Wash. The reds destroyed their microwave and now they want to use ours." Tucker said, sounding bored.

"Wait, so the reds destroy their microwave, and now you're letting use ours instead?" 'Wash' repeated, sounding incredulous.

"Sharing is caring." Doc piped up.

"Shut up." Wash said sharply. "Why didn't you stop them?" He demanded from Tucker.

"Hey, I'm not about to argue with a lunatic and a loaded shotgun in his hands." Tucker said dismissively. "Besides, you're the highly trained freelancer agent. Why don't you stop them?" He asked. Wash sighed angrily.

"Fine. Someone's got to keep this base from falling apart. Speaking of which, where's Caboose?" Wash said annoyed.

"Oh he's downstairs working on some project in the reactor room." Doc said pleasantly.

"WHAT?" Wash and Tucker exclaimed at the same time.


"Go get him before he blows up the damn base!" Tucker shouted; panic rising in his voice.

"Hey guys! Why are we shouting? Is it a contest? I-bet-I-can-beat-all-you-guys." A figure in royal blue armor popped out from a nearby corridor. He said the last phrase as one word. The other three stared at him for a second before Tucker spoke.

"Caboose, what the hell were you doing in the reactor room?" He demanded. Caboose cocked his head to the side, as though he were thinking.

"Oh, that? I was just working on the-best-top-secret-surprise-EVER!" He exclaimed, trying to sound bored at first but gettting caught up in his own excitement.

"What. Were you. Working on. Caboose?" Wash asked through gritted teeth. Caboose looked around and sighed.

"Alright, but the surprise is ruined now." He warned. "I was building teleporters!" Caboose stated. "I hooked them up to the reactor and now we can go anywhere we want to! What are the reds doing here?" He asked, changing the subject. "Are they having a party? Is it someone's birthday? I love birthday parties!" Caboose exclaimed, getting very excited.

"No Caboose. They're not here for a birthday party. They're just using the microwave." Tucker replied irritably.

"Uh-oh." Was all Caboose could say. The attention of the other three was now riveted to Caboose.

"What do you mean 'Uh-oh', Caboose?" Wash said as calmly as he could manage.

"Weeeelllll-" Caboose began slowly. "-when I was setting up the system, I might have made a few adjustments to the reactor's power output that might be thrown out of balance if somebody uses say, a microwave, which might accidentally cause a power surge that could have a small chance at causing the reactor to explode." Caboose finished. "But I think we can agree that it's nobody's fault." He added. The others stared at him in disbelief.

"We gotta stop them before they-" Wash started to say but was interrupted by the base shuddering. The lights began to flicker and an alarm sounded. A loud whine from the reactor room filled the air. Wash looked at those assembled around him and sighed. "Goddammit." There was a bright flash, and then nothing.


*UNSC ONI research facility. Location classified*

"Beginning primary power-up sequence." A technician stated. A group of technicians and a ONI officer stood in a control room observing an electronics lab. Inside the lab was an oval-shaped metal device that was hooked up to a multitude of cables and wires.

"Easy. Remember the carrier unit is unstable. We have all the time in the world. Don't rush this." The ONI officer stated. The device began to hum to life as power slowly ran through its circuits. Things seem to be going smoothly until one of the consoles started beeping.

"The hell..?" Muttered on of the technicians. "That's not possible!" He exclaimed. The ONI officer was there in a second.

"What's wrong?" He demanded.

"There's some type of unknown energy field that's enveloping the carrier unit! I don't know where it came from!" The technician responded. Consoles around the room began to beep in alarm

"Shut down everything! Don't let the carrier unit get-" The officer's words were cut off as a sphere of light surrounded the device. There was a flash and the sphere disappeared. The device smoked slightly.

"No readings of any type coming from the carrier unit. Whatever information was stored on there is gone now." A different technician stated. The others nodded in agreement. The officer blanched and wondered how he would explain how one of the ONI's leads to the Freelancer Project fiasco had mysteriously self-destructed.


"Uuugghh..." Well that sucked, whatever it was. Simmons forced his eyes open and then shut them as the bright sky assaulted them. His head roared and his stomach was busy doing flip-flops. He rolled on his side and rubbed his face in the grass. It took a moment for him to realize he wasn't wearing his helmet. A slight breeze ticked his backside and he suddenly was aware he wasn't wearing the rest of his armor either. He slowly opened his eyes and looked down at himself. Then he blinked, shook his head, and looked again. "This isn't possible." Growing panic and confusion emanated from his voice.

"Aaah! What the fuck?" Trying to stand, Simmons looked over to where he had heard Grif curse, and promptly fell over. Grif too was a pony. A pony with wings. "I'm trippin'. That's the explanation. There was something in the TV dinners and I'm totally trippin'." Grif said, trying to rationalize why he was suddenly a pony.

"Fraid not, Wingnut!" Both Simmons and Grif looked to see a red pony with a grey tail and buzz-cut mane approaching them. A set of yellow Sargent's stripes adorned either side of his rear flank. "Men, I have good news and bad news." The two stared at him, hoping beyond logic that for once their leader had formulated a sane theory that didn't involve violence. "The bad news is we're dead. The blues obviously booby-trapped their equipment in a suicide effort to take us down! It seems they've succeeded!" He stated like it was the most obvious thing in the world. "The good news is we've ended up in some strange purgatory. We can use this opportunity to find the blues and pay them back for their insidious sabotage! Even better news! Whatever gods in control around here have seen fit to grant us abilities to make up for taking our weapons." Sarge stopped for a moment, sniffed, and muttered something about missing his beloved shotgun before continuing. "I've been blessed with strength. Simmons, you've been given a horn to stab others with." He gestured to the horn Simmons just realized was sticking out from his forehead. "Grif here has been blessed with wings, allowing him to conduct Kamikaze attacks on the enemy! It's the perfect ability for him!" Sarge exclaimed gleefully.

"Wait, aren't kamikaze attacks just like suicide bombings but with planes?" Grif asked, momentarily forgetting his new pony body.

"Yep! Like I said, the perfect ability!" Sarge replied cheerfully.

"The hell with that! I got wings now! I'm out of here!" Grif exclaimed angrily, and took off for the skies. He crashed moments later. "Fuck this. Flying is hard." He grumbled. "Being a pony sucks. I have to work out twice as much just to move around, and I don't have any hands to hold chips with." Grif whined.

"Shut it, dirtbag! And what's with those out-of-regs tattoos you have on your backsides?" Sarge shouted at both the other ponies.

"Huh?" Grif looked at his flank. Stamped on it was a hammock strung between two trees. Simmons looked at his own sides and saw he had a computer monitor with a kiss imprint on them.

"What are these for?" Grif exclaimed. He tried to paw the markings off but only succeeded in wiping dirt on his coat. "And why don't they come off?" He said, becoming more and more confused.

"I think they're permanent." Simmons stated. He studied the marks on the three of them, a thought striking him. "What if they represent personality traits?" He said aloud. After eying Grif's mark for a few more seconds, he nodded his head. "Definitely personality traits."

"Well yours fit you perfectly then." Grif replied with a smirk. "Kiss-ass." He added. Simmons snarled and pawed the ground in Grif's direction.

"Why don't we see how far I can fit this horn into your lazy skull." Simmons threatened. Grif moved to challenge Simmons, but Sarge stopped them.

"Knock it off you two. Simmons, as much as I would like to see your suggestion in action, Grif is still a valued member of the team!" He informed them. The two looked at him in shock.

"I am?" "He is?" They exclaimed at the same time.

"Of course!" Sarge replied. "Grif has several important duties he performs. Meatshield and emergency food supply only being two of many!" He explained. Grif rolled his eyes and Simmons sighed. "Now enough jaw-jacking! Time to find those treacherous blues and kill 'em again!" Sarge stated, far too excited at the prospect. Grif was about to protest when he noticed something.

"Good news Sarge, looks like the blues are coming to us." He pointed a hoof. Appearing over a nearby hilltop was Blue Team.


"Fuuuuuuuck...never drink again." Tucker muttered. The world swam as his eyes tried to focus. For some reason his hair kept getting in his eyes, which was weird since his hair was always short. He tried to push himself up with his hands only to come to a shocking and frightening realization. He didn't have hands. He had hooves. "Holy FUCKBALLS!" He exclaimed. He lost his balance and fell back on his side. His entire body had changed, not just his hands. "I'm a horse..." He murmured. "I'm a FUCKING HORSE?" Tucker repeated loudly. This was a dream. Caboose had blown up the base, and the explosion had knocked him out. It was obvious. Any moment Caboose or Doc would be shaking him awake. Caboose would be making up terrible excuses why it wasn't his fault, Wash would raving about the destruction of their home, and Doc would be saying some stupid optimistic bullshit.

"Hey Tucker, I see your a pony too!" Or not. Tucker slowly sat up and looked over his shoulder. There was a purple pony with a light green mane standing next to him. He had a horn coming out of his forehead and the international red-cross symbol on his rear flank.

"Doc?" Tucker asked uncertainly.

"And Caboose!" Caboose appeared on Tucker's other side, startling him. Tucker tried to regain his balance and felt muscles on his back being worked in an effort to steady himself. Sitting back up, he suddenly noticed there was a pair of wings on his back. A tattoo of a heart with an energy sword going through it adorned his own flank. He also noticed his coat matched his armor and he had a black mane and tail. "Isn't this AWESOME Tucker?" Caboose exclaimed. Tucker looked back at Caboose. The blue team soldier was now a large-looking pony with a deep blue coat, a blond mane and tail, and a simple yellow smiley-face on his flank. "I've always wanted to be a pony! They're-so-COOL!" He shouted as he pranced around his teammates. Tucker shook his head; trying to get his mind right.

"Okay. Okay. Maybe we are horses or ponies or whatever. Maybe this real." Tucker said to himself and inhaled a deep breath and held it for a second. "Why the hell are we ponies?" He shouted.

"I'm not sure. Maybe that explosion transported us to a different dimension where-" Doc began but was interrupted again.

"One, shut the hell up. Two, that sounds stupid as hell." Tucker said as he stood up and took a few careful steps. After a moment of practice, he turned to the other two. "Alright, let's go. And Caboose, if you keep prancing I swear I'll use your bones to make glue!" The trio set off, though it seemed that nothing Tucker said could dampen Caboose's enthusiasm or Doc's optimism. After traveling a while they came to the top of a hill. Tucker looked down and groaned "Aw fuckberries." He muttered. Three ponies waited for them at the bottom.

"It's the blues! Get 'em!"

Rainbow Dash stumbled forward and placed her hoof against the tree before retching. She was suddenly glad she'd eaten light that day. "Oh Dash, I'm sooooooo sorry!" Twilight exclaimed, wrapping a hoof around her shoulders for support. "I never, ever planned on this happening!" She said fretfully.

"S'all right Twi." Dash said, spitting out the remaining traces of stomach bile "Accidents happen. Besides-" She said, standing upright again "-it's never a dull day when you're tinkering with your sciency-stuff." Dash said jokingly. Twilight nodded but looked away, still embarrassed.

"Yeah, but it's still my fault. I was too eager to test my theories and didn't spend the time to troubleshoot the system. Now my lab's probably trashed and I'm back to square one. On top of it all, I could've seriously hurt you." Twilight responded glumly and shivered at the last sentence. Dash rolled her eyes. Better put the brakes on Twilight's guilt train before it took off with her.

"Calm down Twi!" Dash insisted. "So you messed up. It happens. Heck, I mess up plenty of times on my stunts. The important thing is nobody was hurt, and that next time you'll be a bit more careful!" Dash said, trying to knock some sense into her friend. Twilight was silent for a moment then giggled quietly. "What's so funny?" Dash asked suspiciously.

"Nothing Dash. It's just I never would've thought you the time to give sound advice." Twilight said with another snicker. Dash frowned for a second before she realized it Twilight was joking.

"Hey now! I'm allowed to be deep and smart too, you know." The tomcolt said in mock seriousness. They both laughed at that one.

"Lets go." Twilight said, recovering a little from her earlier depression. "I'd like to get home so I can clean up. Hopefully I didn't burn the Library down." She said, only half-joking. Dash nodded and attempted to fly. She hit the ground a second after take-off.

"Ow...what the heck? Everything got all spinny and I couldn't balance right." Dash complained. Twilight thought for a moment.

"I guess the teleport threw off your internal equilibrium." She said offhandedly. Dash gave her a funny look. "It messed with your sense of balance." Twilight said with a sigh. "It's nothing to worry about. Most unicorns get it after their first 'port. You'll be fine in a few minutes." The purple pony explained further. Dash nodded.

"Whatever you say Twilight. Let's just get going. All this stuff has made me hungry." Dash said. Twilight nodded and they headed off in the direction of ponyville.

*Sometime later*

"...And so I'm like 'Show 'em or fold 'em' and he's all like-" Rainbow Dash was telling Twilight about a card game she had learned in Applalusa when Twilight held up her hoof.

"Shhh! You hear that?" The unicorn asked. Dash cocked her head for a moment and listened. Voices could be heard in the distance, and they didn't sound happy.

"Sounds like somepony's trying to argue up a storm. Saw it happen once. True story." Dash said.

"Uh-huh." Twilight replied, only half-listening. "Sounds like it's coming from over this way. Maybe we can help." Dash shrugged.

"As long as it's quick. I'm getting hungry." The pegasus stated, rubbing her belly to re-enforce the point.

"I'm sure it won't be too long. Let's go." Twilight replied. With that, she trotted off in the direction of the voices; Dash close behind. The reached a clearing and saw a group of colts a few yards from them arguing viscously. "Excuse me." Twilight stated politely. The group ignored her. "Excuse me." She said a bit louder. Still nothing. Twilight heard Dash snicker behind her and scowled. "GENTLECOLTS!" She shouted, using her magic to amplify her voice. The other ponies stopped arguing and looked at the newcomers. Their response was not what Twilight had expected at all.

"More dirty blues! An Ambush! Ah knew it! C'mon men, prepare to make your last stand! They'll know Red team won't go down without a fight!" Said the red earth pony. The orange pegasus at it's side scoffed.

"Last stand? Screw that. The army doesn't pay me enough to die for my country." It said dismissively.

"Insubordination, eh? Simmons, make a note: If we survive this, remind me to kill Grif!" The red pony bellowed. Twilight gaped at the red pony and wondered if he was serious.

"Yes sir!" The maroon unicorn nodded.

"Those aren't our teammates numbnuts!" The aqua pegasus sneered at the first three.

"Hello, there! Nice to meet you." The purple unicorn at his said told Twilight. "You're not here to hurt us...are you?" He added a bit hesitantly. Twilight and Dash shot the unicorn an odd look. What the hell was that supposed to mean?

"OH-MY-GOSH! MORE PONIES? THIS IS THE BEST. DAY. EVER!" The blue earth pony shouted excitedly. Twilight blinked at the stallion. He rivaled Big MacIntosh in size and Pinkie Pie in unrestrained enthusiasm.

"Shut up bluetard!" The red pony barked. He turned his attention back to the aqua pony. "Whaddya mean they're not yours? They're blue, ain't they? Blues are like mangy dogs! They stink! Also they travel in packs!"

"Hey! I do not stink! And what's wrong with being blue anyway? You got something against blue-furred ponies or something?" Dash yelled. She glared at the red colt and unfurled her wings, ready to strike. The red pony was about to say something before Twilight cut him off in an attempt to regain control of the situation.

"Now, now, everypony calm down!" She said forcefully. "We haven't had the chance to introduce ourselves. I am Twilight Sparkles and this is Rainbow Dash. We-"

"Rainbow Dash? Damn, you're like a one-horse gay pride parade!" The orange pegasus(Grif, was it?) interrupted Twilight. He snickered at his own joke. Dash bristled and audibly growled.

"Oh, You are SO. DEAD!" She snarled.

"Bring it on, pride-pony!" Grif replied arrogantly.

"THAT'S! IT!" Dash spread her wings and shot after the orange pegasus. Grif yelped in surprise and took to the air.

"It's not polite to discriminate against others because of their sexual preferences!" The purple unicorn (Not Twilight) called out after him.

"Shut up, asshole!" Grif responded while trying to dodge Dash.

"Hey, don't tell my guy to shut up! This whole thing is your team's fault anyway!" The aqua pegasus shouted at Grif.

"Our fault? If you scumbag blues hadn't booby-trapped you microwave, we wouldn't be here!" The red earth pony shouted back.

"That wasn't my fault!" The blue earth pony chimed in. Twilight could only gape in confused amazement as to how the situation had deteriorated. She shook her head clear and took charge.

"QUUUUIEEEEEET!" She bellowed as loudly as possible. At the same time, she used her magic to hold Dash and Grif in place. "Everypony PLEASE calm down!" She shouted. The shouting stopped and even Grif and Dash turned to look at her. "Fighting isn't getting anything accomplished here! Let's all relax and take a deep breath, okay?" Twilight asked. The other ponies slowly nodded. "So, why don't we finish introductions and see if we can't work out the problem here." She said. After a few moments of learn the new ponies' names, Twilight got down to business. "So what seems to be the problem here?" She asked.

"The reds were using our microwave at the same time Caboose was messing with our reactor and the resulting explosion-"

"We got lost. Can you show us the nearest town?" Tucker said, cutting off Doc. Twilight gave the two a strange look but Doc just shrugged.

"Well, the nearest town is Ponyville." She heard Grif scoff and Dash shot him a dirty look. "And we happen to be going in that direction." Twilight said hurriedly, keeping Grif and Dash from arguing again. "You're more then welcome to join us if you'd like." The bookpony finished with a smile. Dash made a 'no' motion with her hooves but Twilight intentionally ignored it.

"I guess we don't got much of a choice. Alright missy, lead the way." Sarge replied. The others made half-hearted agreements with the motion and Twilight forced a smile. She hoped she hadn't just taken on more then she could handle.

"Alright then! Everypony follow me and we'll be there in no time!" Twilight cheered with false enthusiasm. As the group began to move out, Caboose suddenly stopped and turned to look at an empty section of the forest. He looked at the spot intently...

"Caboose, c'mon! Hurry up or we're leaving you!" Tucker's voice called out, interrupting his focus.

"OKAY!" Caboose shouted back and hurried to catch up. The Colt completely forgot about what he was looking at.


Through a patch of leaved and branches, a set of eyes watched the group disappear down the trail. It had stealthy moved through the forest until it had found the group of ponies in the middle of their argument. It watched as Twilight and Dash introduced themselves. Through out it all, it meticulously studied every detail about the ponies before it. Finally, when the coast was clear, it began to move again. It didn't know why it was here, why it was in this body, and why it wasn't dead. What it did know is that some being greater then it had given it a second chance. And it knew just what to do with it. With a low growl, it set off to confront the ponified Red and Blue teams.


Author's note: Going to be gone for a few weeks. Probably have a new chapter up in about a month. Maybe less, maybe more. Please read and review. Constructive criticism is appreciated.