Canterlot was usually a bustling city with many cars moving along its roads. But late into the night very few traveled, and those that did were either hard workers or somepony trying to cause trouble. A fair way from the castle a small limo moved leisurely through the streets. The driver kept his eyes wide open and on the road at all times. In the back were two ponies, a small earth pony stallion and an older, slightly fatter unicorn stallion.

“AH HA HA HA HA HA HA HA!” the stallion laughed. “It has been a very good day. I feel like I may not even want to come in to work tomorrow!”

“B…But sir?” the smaller stallion started to ask not noticing the other’s tone.

“Oh, I’m kidding. I’ve put in too much work to not see this through.” The smile on the stallion’s face turned from a boisterous to one more determined as he straightened his tie.

“That’s very true sir. Come tomorrow, the whole state of Equestria’s economy will change.” The smaller stallion finally put on a happy face.

“Yes it will. And I cannot take all the credit. You also deserve some. Not just for your work, but also for pushing me when I needed it.”

“Thank you sir, I’m just trying see your vis-” he never got to finish the sentence as the car suddenly came to a halt. Both ponies nearly fell out of their seats. “Hey, what the hell is going on?” the smaller stallion directed his anger at the driver.

“There’s something on the car, sir!” the driver said in a panicked tone.

The larger stallion looked out his window to find that their car was covered in some kind of net. Taking a closer look he noticed something peculiar. “Why does this look like a spider web?” As if on cue from his question light flooded into the window the stallion was looking out. He drew back as the light blinded him before his eyes adjusted to it. Looking out the window once again he attempted to see where the light was coming from. Looking up and down the street as best he could he soon saw that one of the streetlight was…bent so that the light shone directly at his car.

“What in the world?” he looked in surprise, his mind racing to figure out what could make a web strong enough to stop a car and bend a streetlight.

“Sir…what is that?” the smaller stallion pointed out the window. The larger stallion looked to where he was pointing, his gaze found its way back to the bent lamppost and he saw a figure standing above it, the moonlight giving it shape.

The figure stood still, unmoving. From the silhouette it looked like a Pegasus, its wings flared out wide from its body. They watched the silhouette and their eyes widened in fear as it started moving, but not in any way they would normally think. Its wings moved and separated, becoming four different limbs. One of the limbs made towards its body and did something the ponies in the limo couldn’t see. Within a second of that move something struck to the window. Some kind of cord that stretched from the car window to the streetlight.

Slowly the figure moved, walking down the cord and closing the distance between it and the car. The two ponies in the back of the limo were two scared to panic and the driver was still trying to get the car to move. As the figure reached halfway down the cord it stopped and repeated the movement it had done before. This time the ponies could make out a cord going upwards. Then in a sudden movement the figure cut the cord it was standing on and begun to swing straight at the window. It swung fast at the window and when it reached and arm burst through the glass and grabbed the larger stallion by the throat, slowly choking him.

“Oh I’m sorry, but it seems that you’re not going to be making into work tomorrow. It’s nothing personal, but Shocker can’t have you making things better for everyone.” The figure said, his violent smile reflecting in the large stallion’s fear filled eyes.

The sounds of screams could be heard for only a short while before silence reigned again and all was still and quiet.

”Alright class, settle down everypony!” a magenta mare called out to a group of young foals. It was a bright and sunny day, and the group was outside standing next to the building known as the Canterlot University Science Laboratory. The kids, at their teacher’s words stopped playing and running around and gathered around their teacher.

“Thank you children. Now I would like all of you to thank Princess Twilight Sparkle for setting up this little field trip for us. And also thank the rest of the Elements of Harmony for agreeing to be chaperones as well.” The magenta mare gestured towards six ponies who were standing near them.

Twilight Sparkle stood next to her friends wearing simpler clothes than anything she had worn in the past couple of weeks. She didn’t mind the power and responsibilities of being a princess, and she definitely didn’t mind her new wings; seeing as how it helped her with her studies now that she could fly up to the highest bookshelves and see what was up there. But the clothing sometimes could be difficult. Princess Celestia and Princess Luna had both had years of time to get their wardrobes under control but since Twilight had only been a princess for a small number of months and many designers; including her friend Rarity were all trying to get her to wear their clothes.

“Oh it’s not a problem Cheerilee. It’s been so long since I’ve done anything with the girls or with science so I think doing both at the same time is just a great idea! Right girls?” Twilight turned and asked her friends.

“Oh sure Darling, although I think I might need to talk to these people about their work attire, so many white coats, it simply won’t do in an environment like this.” Rarity answered, always thinking about fashion.

“It’s totally okay Twilight. I wonder if my membership to this place is still good, I was wondering if they can help me upgrade my party cannon again.” Pinkie Pie answered a question and posed several more questions.

“I don’t know much about sciencey stuff and all that but it can’t hurt to look right?” Applejack said adjusting her hat.

“I think it would be nice…they don’t do any animal testing here right?” Fluttershy talked in a volume so low that everyone strained to hear her.

“Pfft sure I guess it’s okay.” Rainbow Dash said with her arms crossed. “Heck maybe if these scientists are lucky they’ll see me and my awesomeness and want to study it!” She let her feeling about doing something she considered “not awesome” be known to everyone. Her friends and Cheerilee laughed while Twilight gave her a deadpanned expression.

“Uh, Rainbow you do remember that this part of the university doesn’t deal with ponies? First of all, you would have to go clear across Canterlot if you wanted that to happen. Second, did you even pay attention to the mini-lecture I gave on the way here? And thirdly, I think our tour guide is finally here.” Twilight took a second from correcting her friend who was sporting an embarrassed blush and noticed a mare in a lab coat making her way towards her friends and the school group.

“Hello, I’m Princess Twilight here with the class from Ponyville, are you going to be our tour guide for the day?” Twilight smiled at the mare who returned a worried face.

“Oh I’m sorry your highness I’m not your tour guide. I actually just got a call from him a minute ago, he said that he was going to be late. I’m sorry your highness.” The mare said backing of a couple of steps.

“He’s going to be…late?” Twilight’s smile slowly turned into a frown.

“Uh oh,” all her friends said in unison.

“Our tour guide is a student here, yes?” she said to the mare. “I was told that he is one of the best in biochemistry, and you’re telling me he is tardy?” she slowly advanced on the mare while a low rumbling noise made itself known in the distance. “How can someone who is tardy be the best in their class…it doesn’t make sense!” Twilight continued to rant in circles while the rumbling noise started getting louder and louder. “And most importantly… CAN SOMEONE STOP THAT NOISE!?” Twilight shouted over the rumbling noise that had gotten very close to them.

As if on cue a screech of tires was heard and the rumbling subsided. Everyone looked to see that a motorcycle had pulled up next to everybody. The rider slowly got off and removed his helmet. His fur was a bluish green turquoise color. He looked at Twilight, his eyes shining a bright red like a stop sign.

Twilight looked at the stallion for a second before she started to return to her rant. “Finally now that the noise has stopped, where was I? Oh yeah and furthermore…” the mare she had been passively yelling at walked past her and up to the stallion.

“Oh thank Celestia that you finally got here Cell Cycle! YOU'RE LATE!!!” the mare shouted punching the stallion in the arm.

“Ow! Yes! I’m sorry! I’m sorry now stop hitting me please.” The stallion whined as he turned his attention to the somewhat large group in front of him who was still staring at him in surprise. Coughing slightly he gathered his nerve and walked up to Twilight.

“Sorry about being late your highness, let me introduce myself . I’m Cell Cycle, the biochemistry student that’s going to be leading your tour today.” His smile was slightly disarming in the amount of warmth that came from it.

Twilight took a step back and looked at the stallion. “So your name is Cell Cycle?”

“Yes ma’am.” The stallion replied, a little shaken that he was just now being questioned.

“And you’re an Earth Pony stallion who is studying biochemistry?”

“Uh yes?”

“And you ride a motorcycle?” she said looking at his bike. \

“Uh yeah, it has always been a very big hobby of mine. My parents said I had two talents, science and riding bikes…hence my name.”

“That’s kinda hot!” came a shout from next to them. Both of them turned to see their friend Rainbow Dash, her face as red as Cell’s eyes and wings fluttering nervously behind her. “...well it is.” Dash mumbled as she looked away embarrassed.

“Um…so should we get on with the tour?” Cell said, his face just a blank stare and ears numb to the sounds of laughter coming from multiple directions around him.

“Uh, yes I think think that would be the best thing to do at the moment. Cheerilee line everyone up, I think we are about to start.”

The tour went off great. Cell Cycle led them throughout the labs, showing the little fillies and the mares following them weird and fascinating little experiments. From how music affected plants to how photosynthesis worked in a very detailed way. The students “oohed “ and “awed” at the things there were seeing. Towards the end of the tour three fillies happened to pass by a set of monitors that looked very important.

“Hey mister what are these things for?” one of the fillies with a large red bow called out getting his attention.”

“Oh. That. Well ,this is my own little personal experiment I’m working on for a thesis of mine.” He said walking to the fillies and throwing a couple of switches. The machines flared to life, and the monitor. On the first monitor was a simple white kind of crystal on a blue background. On the other two was almost the same thing but it appeared more colorful.

“Wow so pretty!” one of the three fillies exclaimed. Drawing everyone to them to look at the screens. While everyone was taking a look at it Twilight was busy thinking about what it could be.

“Is it some kind of organism?”

“No.” Cell answered smiling a bit.

“Hmm…a gem?”

“No.”

“Is it some kind of magic infused…”

“It’s a water crystal princess.” The stallion cut her off seeing that she was going farther and farther away from the answer.

“It’s just a simple water crystal…then how does it produce theses other effects?” she asked looking at the other two monitors.

“That actually quite simple. It just because it’s next to them. It’s why my thesis is a bit weird. You see, I became enraptured with the simple beauty of the water crystal one day. So, out of curiosity I put it next to another sample, the red one just happens to be apple skin. And by some chance of luck it produced what you see on the monitor. So part of my thesis is that the ‘beauty’ of the crystal makes everything in its surroundings, for lack of a scientific term...happy.”

“Are you saying dear, that being around beauty makes people happy?” Rarity’s eyes lit up as she asked.

“Um…in such terms yes?” he stretched out the last word.

“Hhmm it seems weird that my friends are so much happier when they are around such a beauty as myself. What does that say about me Professor?” she said batting, her eyelashes at Cell.

“Well first off it’s not Professor. I haven’t earned that title yet. And to answer your question I…” he stopped talking and closed his mouth as if he was thinking. His mouth opened and close several times as if he wanted to say something but was stopping himself.

“Ah jeez Rarity you’ve gone an done it again. You made the fella to scared to answer.” Applejack said walking up beside Rarity.

“Well I’m sorry it seemed like a simple question to me.” She said in a huff.

“Sugarcube with you, there is much that isn’t simple.” Applejack said before bursting out laughing the group of fillies barely getting the joke but joining in on the laughter none the less.

“Alright children I think that is all we have time for today we have to start heading back to the train station before the school day ends. Let’s all find our way to the entrance. But not before giving Mr. Cycle a big thank you for his work.” Cheerilee said.

“THANK YOU MR. CYCLE!!!” the class shouted at the stallion who afterward took a second to make sure that he wasn’t now deaf.

As the class filed out of the room slowly, five out of the six mares followed.Cell turned back to the monitors to see the Twilight was still looking at them. “Is something bothering you princess?” he asked hoping that she wasn’t upset.

“What? Oh no. Nothing wrong…I have to say it’s very nice work.” Twilight said her attention snapping from the monitors to the stallion. “And the way you worded it earlier…it’s very…correct.”

“You think so?” he asked inching a bit closer to the mare.

“Yes, but is that something you came up with or do you believe in your words?” she asked him, getting closer to him as well.

Cell looked off for a second before looking back at her, staring directly into her eyes. “I believe that if everypony added a little more beauty into their lives…than this world would be a much better place.” He said not noticing that there was less than a foot of space between him and the Alicorn.

“You know being a bit into science myself I do find your work to be fascinating. If you like I would be happy to talk more about it another time…”

“Possibly over dinner?” a voice from outside said breaking the trance between the two ponies.

“Heck you should take her for an awesome ride on that motorcycle too, while you’re at it!” the second voice drew both of their attentions to the door where they saw five heads poking out from the doorway. As soon as her friends noticed that they could see them they quickly shrunk back away from the doorway.

Both Twilight and Cell noticed their positions and moved away, both refusing to make eye contact and sporting blushes that matched the color of Cell’s eyes.

“Well if you ever want to have that science talk just send a letter to the palace or to the library in Ponyville. I’m always likely to be in one of those places.” Twilight said before turning and walking out of the room.

“I’ll do that,” was the short reply she got before she was out of the room. As Twilight walked away from the room she heard the noises of Cell Cycle slowly getting to whatever work he was going to do for the rest of the way. It brought a small smile to her face, and she tried to hide it from her friends.

Minutes later the mare that had first started getting yelled at by Twilight walked into the room. She saw Cell Cycle sitting at a desk, his eye looking in a microscope. Slowly she sneaked up on him, right up till she was about a foot away from him.

“So I heard that Princess Twilight Sparkle asked you out?” she said loudly making him jump. He took a couple of deep breaths as he turned around.

“Oh it’s you. And for the record, she didn’t ask me out, she asked if we could discuss my work. IT was purely for education and science.” He said turning back around to his microscope.

“Well knowing that she is totally a bookworm type maybe that’s how she decides to ask some people out.” She said poking him in the shoulder.

“Is this all you really come up here to say?” he said not taking his eye of what was under the lense.

“No I’m done for the day, everything else is off and closed, and you’re the last one here. You going to be staying late again?”

“Yeah I’m going to go over a bunch of my work, so I’ll be here ‘till after it gets dark…just in case I do decide to talk to the princess.” he looked up and saw the mares face sport a coy smile. “And it’s just for science.”

“Heh I don’t doubt that with you. But for her it may be for a shorter word that starts with the letter S.” she said before she walked out of the room leaving Cell to his imagination.

Hours passed and Princesses Celestia and Luna had both done their jobs of moving the sun and moon. Both walked in from the balcony to hear girly giggling coming from one of the rooms of the castle. Opening the doors they see the sight of Twilight Sparkle and her friends sitting around the room that had become Twilight’s bedroom in the palace.

“Why hello everypony.” Celestia said announcing her presence to the girls.

“Oh hello Princess Celestia; Princess Luna. I hope you don’t mind that I’m having the girls stay the night, it has just been forever since we’ve spent any time together and..”

“Twilight it is completely fine, remember you are a princess are you can take some liberties…except for raiding my personal ice cream stash. DO that and you're banished to the moon,” she said, seriously dropping the smiles from everyone in the room until she started laughing. After she finished laughing she spoke again. “So how was the little field trip you set up for the children of Ponyville?” Celestia asked the younger princess taking a seat beside her.

“Oh it was fantastic! I think the children learned a lot and maybe will want to get science in the future.” Twilight said smiling confidently.

“OH OH and Plus Twilight met a cute stallion!” Pinkie said suddenly appearing from behind her friend and draping herself over Twilight’s shoulder.

“PINKIE!?!?” Twilight’s voice cracked as her friend said something she wasn’t sure if she wanted known.

“Oh really Luna said as she took a seat across from Twilight. “Well well, Twilight Sparkle. Is the Princess checking out her subjects? So what’s his name?” the grin on Luna’s face stretched from ear to ear.

“It doesn’t matter. It’s nothing important. It’s not like I asked him out or anything.” Twilight’s fur was on the edge of turning a completely different color, her eyes were glued to the floor as she shook her head back in forth.

Not getting an answer from Twilight both princesses looked to her friends.

“His name is Cell Cycle.” Applejack broke first, Twilight’s jaw dropping at her friend’s betrayal.

“He seems kind of nice,” Fluttershy said meekly before turning away as she caught Twilight’s stunned expression.

“He has a thing for beauty.” Rarity was wearing her trademark gossip smirk as she told the Princess.

“And he has a sweet motorcycle!” Rainbow Dash was the last to contribute.

Twilight’s jaw was practically unhinged as her friends and the princesses teased her. After a while everyone laughed it off and the sisters excused themselves leaving the six friends to [pick up where they left off.

As they walked down the hallway Luna turned to her sister, her expression different from the smile she had been wearing. “Was it alright not to inform them now Tia?” she asked her sister.

“They all haven’t been together in a while. I think it can wait till morning to say something. Plus everything right now is just rumors and whispers. We’ll see if this “Shocker” organization merits looking into.” Celestia said pausing by a window to look out at the city

“I hope your right sister,” Luna said, looking to the sky.

Cell Cycle closed the door and removed the key form the lock. He had stayed much later than he thought he was going to. Even the maintenance guy had left before he did. He had gotten plenty of work done and he certainly didn’t waste any time thinking about what the Princess would wear if he asked to speak with her again. The walk from the building to his motorcycle wa quick and quiet. As he left the only noise he could hear.

On his way home he always passed through a tunnel, it was the fastest way and he wanted to get home so he could finally eat something, he hadn’t gotten a chance during the visit and he worked straight through dinner. The ride was the same as it had been countless other times that was until he reached halfway through the tunnel. Light flared blinding him and forcing him to stop.

“Cell Cycle, it’s a pleasure to meet you. We’ve been watching you and your…work for some time now.”

“Who’s there? Who are you?” Cell had to hold his arm up to the visor of his helmet just so he could try to see, even when the lights dimmed a little. He could barely make out the figures at the end of the tunnel in front of him and from some noises the could hear he suspected that he was blocked off at the other end of the tunnel as well.

“We want to congratulate you. You've been chosen to join the wonderful organization of Shocker! Let’s all give him a round of applause everyone!” Suddenly the sounds of clapping filled the tunnel leaving Cell surprised and scared.

“And if I don’t want to be a part of your organization?” he said gripping the throttle tightly, ready to try and escape.

“Oh? You think we are asking?” said the figure that had been talking all this time. It started to approach Cell slowly, as it did it became clear to Cell that it was no ordinary pony, appearing to have more than two arms.

Out of panic Cell cranked the throttle and took off hoping that he could get away moving in a straight line towards the creature in front of him. When he was five feet from the creature leapt into the air faster than Cell could see. The creature swung one of its limbs hitting Cell upside the head, knocking off his bike into one of the tunnel walls, and letting the bike fall and skid across the road.

The impact hurt Cell’s body and the creature had also knocked his helmet off with his swing. Cell Lay on his back in pain trying his best to do something to help himself. Slowly a shadow came over him and he saw what attacked him.

It wasn’t totally a pony, it was more like a pony had been crossed with a spider. It had six arms each with their own hands, spider-like fangs coming from its mouth, and his eyes were slightly larger and colored nothing but black.

His consciousness fading Cell heard the creature say: “Welcome to Shocker, Cell Cycle,” before he blacked out.

Cell Cycle awoke groggily in another dark place. It took a minute for his vision to come back for him to get a bearing on his surroundings. He could see blinking lights and different sorts of machines. They seemed like things you would find in a hospital. He tried to move but found his movements prohibited, trying to look as best he could, he could barely see that his arms were bound and guessed that his hooves were the same way. After trying to squirm his way out for awhile three screens flickered on above his head.

“Oh it looks like he is going to be awake for the procedure.” He could see a female face appear on the screen.

“Oh boy that’s going to be painful for him.” A male face said.

“We are making him our strongest yet, he will thank us for it later,” Were the words that came from a male voice on the last screen. It was deeper and more drawn out than the second voice.

“Please…let me go.” His voice was weak but filled with fear.

“Oh it appears he’s scared?” the female said.

“Well after this he won’t be, he’ll be the strongest we have.” The first male voice said.

“Let us start the procedure.” The third voice said as the room lit up a bit more and the whirring sound of machinery could be heard.

“No…please…NO!!!” Cell screamed as he could hear things get closer to him. His screams for help fell on deaf ears and soon turned to screams of pain.

One Day Later…

The moon was high in the sky, although if you were standing in front of the Cyberhoof Industries building you wouldn’t be able to tell. The company was proud of the work they did and come morning their pride would grow as they revealed their latest achievement. It would be Equestria’s fastest and smallest supercomputer. Several night guards roamed the building, knowing that it was probably going to be a peaceful night.

Two guards sat at the front desk in the lobby, trying to keep their eyes open as they looked at the monitors switching between the cameras in the building.

“Man! Another quiet night, another small paycheck.” One guard sighed, leaning back in his chair and staring at the ceiling.

“Hey cheer up man. Didn’t you hear? Word came down from the CEO. After the reveal and when the profits come in everyone, including us schmucks, gets a raise.”

“Oh really? I didn’t hear that,” he said turning to his partner.

“Yup memo came out today about an two hours before everyone left for the night and before you got here. Everyone that has an employee ID card and walks through those d…” he stopped speaking as he looked towards the front entrance he was measuring. “Who’s that?” he asked pointing towards the doors. His partner looked to see a dark figure standing right in front of the glass doors. It looked like a pony, one wearing a helmet.

“Maybe it’s a biker who got lost?” one of the stallions said as they both rose from their chairs.

“He’s not moving…you think something is wrong with him?”

Only one way to find out” the other said nudging his partner to move closer.

The stallion slowly moved towards the door. He grabbed his flashlight and shined it on the figure, working his way up the guys body. Black leather pants, dark bluish green gloves, and a black leather jackets with some kind of protrusions on the front which were the same color. He stopped when he finally saw the helmet and called to his partner.

“Heck it’s either some unconscious guy or a really good prank cause this cos…” he never got to finish the word. As he turned to look at his partner and a fist cut cleanly through the glass and caught the stallion in the stomach. The stallion’s eye widened as his knees buckled and he fell to the ground unconscious, all while the glass door shattered and fell allowing the strange figure inside.

The other stallion simply stared while the alarm started to blare drawing the other guards to the front. He simply stood as his coworkers came into the room saw the situation and immediately charged at the figure.

It was scary at how easily the figure beat the other guards. The first guard swung at him and got his punch blocked with one arm while the figure used his other to send the guard flying with the force of his palm. The figure kicked the second one in the head sending him spinning into the wall before he slowly slid down. The third one almost landed a punch before the figure dodged it, kicked the guard legs out from under him, and knocked him unconscious with a punch to the face.

The last guard stood there in fear as the figure got up from his kneeling position and stood straight before he turned to face him. He knew what his costume looked like but now as the figure approached him he could make out his helmet. It reminded him of a grasshopper. It had two little antennae, and these large globes where eyes would be.

As the figure got within three feet the stallion tried to back up but tripped over his own hooves and fell. When the figure was standing directly over him the eye suddenly lit up in a brilliant red and it spoke for the first time.

“Where is the server room?” Its tone was emotionless.

“Wha….What makes you think…I’ll tell you?” the pony said not thinking about his future clearly.

The figure looked down at the pony and then turned his head slightly to the right. With a speed that the pony on the ground couldn’t follow the figure kicked the desk next to them. The desk which had surveillance equipment on it, and was bolted to the floor gave easily to the power of the kick and flew into the wall behind it. The figure looked back to the guard pony on the ground whose jaw had dropped.

“Where is the server room?” it asked again and this time the stallion merely pointed in the direction, too scared to speak. Making sure the stallion was correct the figure grabbed the stallion by the collar and dragged him around, not caring about the noises and the pleas the stallion made. Walking farther into the building brought them to a large steel vault door. The figure looked at it before looking down at the stallion.

The stallion sensing what the figure wanted simply stammered. Don’t look at me! I’m just a night guard, they don’t give the codes for anything!” he hoped that answer wouldn’t get him hurt.

The figure turned his attention back to the door and didn’t move for a minute. When it did move again it left the guard. For a couple minutes there was utter silence as the guard just sat there. Maybe it gave up and left? Maybe it was coming back with a weapon? Maybe it was grabbing the other guards.

The stallion’s thought processes were stopped when he heard a crashing noise come from the room behind the steel door. He stared at it as the door slowly opened from the inside. When it opened fully he could see the figure and also the debris from what he could guess was the floor above the room. The server room was protected and maintained on all sides but the one above it and so the figure had gone one floor up and smashed down the into the server room. After he opened the door the figure then walked over to the supercomputer that sat in the middle of the room. And just like he had with the door he put his fist through the front of the supercomputer. He withdrew his fist and turned around and walked out of the room once again dragging the guard as he walked back to the main lobby.

The figure walked over to the pile of guards and held the last guard up in front of him before bringing one fist back and knocking him unconscious and dropping him into the pile. He slowly walked out of the building an explosion broke most of the glass on the face of the building. The damage he did to the supercomputer set off a chain reaction of sparks which ignited the substance they used to keep the server room cool. By the time the royal guard got there the figure was nowhere to be seen.

The figure stood in a dark room where a chair was the only thing in the room. It sat in the chair as the room brightened up slightly, holes opening up in the floor to allow machines to rise up from below.

In front of him of him three screens flickered on showing the faces. “Welcome back Hopper. Congratulations on your first mission.” The female voice said.

“Thank you, anything to help Shocker,” The figure said. Removing his helmet, Cell Cycle’s eye stared at the screen half lidded.

“We’ve seen that you’ve gotten accustomed to your new strength. You used it on your mission but you held yourself back when fighting the guards. Why didn’t\t you simply kill them?” the first male voice asked.

“My mission was to destroy the supercomputer and set off the explosion. Anything else was irrelevant.” He said as one of the machines sprouted some needle and attached to his arm. He didn’t flinch as he felt the needles break his skin.

“Hmm. Using your skills wisely is good, less strain on your body. Most ponies or other creatures we remodel have to come back so they can be… cleaned. Once you are done we have another mission for you.”

“What is it?” Cell said as he felt the effects of whatever the machine was doing.

“It appears that the princesses have caught wind of us. Both Princess Cadence and her husband Prince Shining Armor are coming down from the Crystal Empire to discuss anything they might know about us. We know that Shining Armor will probably want to spend some time with his precious little sister, Princess Twilight Sparkle. You know of her correct?”

“Before I was remodeled I had met her once. It means nothing to me now.” He said, his emotions not changing as memories quickly flew in and out of his mind.

“Good… We want you to break up their little “family time”. Get rid of Shining Armor. I believe all three of us are in agreement that it is about time we send a message?” the third voice said to Cell and the two figures on the other screens.

“Yes,” was the answer from the other two.

Twilight was waiting in the throne room with Celestia and Luna for awhile before her brother and Sister in Law arrived. Once the two of them shut the door behind them Twilight rushed over them giving her BBBFF a hug and doing her little dance with Cadence. Once the other two princess had given their greeting the five of them sat down to discuss.

“We started hearing rumors awhile ago.” Celestia began. “Rumors about some kind of shadow organization. And their intentions aren’t… peaceful.”

“Have you three heard about the recent “incidents” that have happened in the past two days?” Luna asked the other the ponies.

“Oh you mean about the executive that was in a car crash two nights ago?” Cadence said.

“And the mechanical malfunction that caused the explosion over at Cyberhoof Industries?” Twilight finished up. She had personally been watching over the supercomputer project from afar.

“Yes both of those. Those were just media cover ups we had put on the situations, neither of those were accidents, they were targets.

“Targets? What do you mean?” Shining asked.

“Let’s start with the “car crash”. It was very late into the night and naturally I was one of the very few ponies awake at the time. Naturally when the guards brought it to my attention I flew there immediately. Like it was portrayed in the news I found the car against the street lamp, but a couple of things were amiss. Such as how there was no glass on the ground outside the car and that the airbags hadn’t deployed.

“Couldn’t it have been a car malfunction?”

“It would have seemed so until I checked out the streetlight. The imprint on it wasn’t big enough to be from the impact of a car. More like a fist.

“A fist? Who would be strong enough to do that?” Shining wondered.

“Not anypony I have met so far in this age. But besides that there was something else. The top of the light was bent, more than once.

“What does that mean?” Cadence was losing track.

“That the spotlight pointed somewhere before it was bent back to its original position to make it look like a crash!” Twilight eye widened as she came to a realization.

“Precisely Twilight, We hypothesize that someone, with extraordinary talents and strength was sent to…how do the kids say it…”get rid of him”?”

“That’s correct, Luna. At first we didn’t think that the rumors and the accident couldn’t be related. But then we were given news of rumors that were saying something that ponies were going missing, kidnapped even, and being used for experiments.”

“Experiments that might make them stronger than the normal pony. Or even…unnatural.” Luna said.

“But that’s ridiculous who would do that…and why would they do that?” Twilight seemed puzzled at the idea.

“We wondered the same thing and were about to dismiss the idea when the accident at Cyberhoof Industries happened… and unfortunately we obtained proof that these rumors might be more truth than anything.”

What do you mean by proof?” Twilight asked.

Celestia stood from her chair and walked over to one of the door of the room. Opening the door she called to someone and started to make her way back to the table. As she did another pony walked into the room. A stallion who looked rather shaken up. He had a thousand yard stare and a frown on his face.

“The stallion here was working on the night of the incident and he knows everything that happened and what thing did it. Sir?” she called out to him trying to calm him down. “I know how you feel but can you please tell us everything you remember about last night? You may sit down if you wish.”

The stallion slowly made his way to the table and sat down between the two sisters. His stare was concentrated on the center of the table for a few minutes before he lifted his head and spoke.

“It was just another regular night…until my partner noticed someone standing on the other side of the door…”

Twilight and her brother decided to take a walk after they had heard the stallion’s story and about “him”. They walked out the palace gates and into the park that was close to the castle. They just wanted time to themselves so they could try to get their mind off of what they just heard. And with the moon overhead it wasn’t hard to do, Shining knew just enough about astronomy to get Twilight going on one of her rants about star positions and words that he didn’t know existed.

They walked down a short path and that’s when Shining felt something , he had set up a sort of magical radar so if anyone that he couldn’t recognize got close he could deal with it. He had felt a presence that was coming up from behind him.

“Twiley, stop.” He stopped he talk and turned around to stare at the darkness. “I know you’re there no come out before I have to force you.” He said raising his right hand, his hand and horn lighting up with magic.

Slowly a figure came out of the darkness revealing someone Twilight and Shining both had just heard about. He stopped about ten feet from them and just stood there arms at his side, legs spread, and hands balled into fists.

“So you’re the thing that attacked Cyberhoof Industries? You actually do look like a grasshopper? Kind of makes me what they are going to call you once I catch you. Have any nicknames you would like to submit, creature?”

The creature just stood there not moving. The face on its mask silently staring at the brother and the sister.

“I guess I got him too scared to move Twiley?” the older brother turned his younger sister and gave her a confident smile. Which was the opening the “creature” had been waiting for. It was fast but just fast enough for Shining to notice and fire his spell. But unfortunately the creature grabbed Shining’s wrist and pointed his hand up causing the spell to be fired into the air harmlessly.

Shining looked down at the figure, it’s “face” not even looking at him, and it’s left arm drawn back for an attack. Shining felt the punch and then some, the creature was certainly strong he broke at least three ribs with just one punch. Shining flew back a few feet and landed with a thud.

The figure slowly drew himself back to his standing position before he started to advance on Shining. “Stop right there!” Twilight exclaimed as she stepped in front of her incapacitated her magic flaring up. She didn’t wait for anything and just started firing.

The creature was amazingly agile managing to dodge her attack and it somehow managed to deflect one of them before it was face to face with her. It grabbed her by the wrists and softly pushed her to the ground. Slowly she looked up at the creature, tears in her eyes. ‘why are you doing this.

It didn’t answer and simply raised his fist and aimed it at the downed stallion that she was in front of. It moved to strike but stopped halfway when something lit up the sky. It looked up to see if anyone was watching them but saw something completely different, snow had started falling. Being in the middle of spring this would be a weird occurrence.

Twilight wondered what could be happening until she remembered Shining’s spell that went into the air. He was intending to capture whatever was attacking them and maybe this was the result of it not hitting a target.

The creature looked at the snow carefully like it was studying. A snowflake slowly drifted down in front of its mask, it reached his hand up and let it fall into the center of the glove on its hand. It stared at it for awhile before it melted.

Memories raced through Cell’s mind while he stood there over the two ponies, he could remember who he was and the terrible things he had done. He didn’t want to hurt anypony, it was contrary to his beliefs. But some part of his mind kept telling him to do violent things. His mind was a battlefield and he just stood there waiting to see what side would win.

“Hopper what are you doing?” a new voice shattered the silence between the three. Twilight saw a figure drop from a nearby tree and gasped at the figure. She thought that the one that just attacked her was the worst she had to worry about, and yet this spider pony hybrid was much more terrifying.

“Hello? Hopper? You in there?” it said waving multiple arms across the mask. “Heh maybe something is wrong with him? I’ll have the professor sort it out when we get back after I kill the prince.” He talked to himself as if he didn’t care that anyone else could hear him.

“Kill Shining, why would you, you monster?” Twilight’s eye were filled with fear as the Spider slowly closed the gap.

“Monster? Oh you wound me Princess. They say sticks and stone and all that jazz but it still kinda hurts. BY the way just as an introduction you can call me Kumo, and the guy whose job I have to take over now is Hopper. As for your brother, it’s just good business…well good business for us, bad business for you.” He said giving a fanged smile as he drew one arm back and went to kill Shining Armor.

Twilight threw herself on top of her brother and shut her eyes hoping that it would deter the attacker. She believed it worked after she felt nothing for half a minute and when she opened her eyes she was surprised. The reason nothing happened wasn’t because Kumo didn’t\t stop on his own will but was stopped by Hopper.

Cell was holding Kumo’s arm back, he was strong but not as strong as Cell knew he was right now. Kumo struggled to get his arm free from Cell’s grasp.

“Hopper what are you doing? Let go of me. We have orders to kill one of them so let me do it if you're going to space out!” Kumo thrashed in Cell’s grip and stopped when Cell finally turned his head to face him and spoke.

“No…” Cell’s voice was a whisper but the anger behind it could be felt. “NO MORE!!!” Cell pivoted his body and brought his leg up catching Kumo in the stomach. Letting go of his arm he let the hybrid fly across part of the path and straight into a tree.”

Kumo tried to get up from that but crumpled in a heap, taking long ragged breaths. Cell looked from him over to Twilight who was still looking at him in shock. Her eyes were still wide but it wasn’t fear that filled them it was surprise.

“That voice…It couldn’t be you…right C…?”

“PRINCESS TWILIGHT!! PRINCE SHINING!!!” shouts came from different directions. Making both conscious parties look away from each other.

Cell looked back to the tree he had kicked Kumo into to find that he had disappeared, probably to lick his wounds. He looked back to Twilight who stared back at him for what seemed like an eternity as the voices got closer.

With a quick snap of his head Cell broke eye contact with the princess and ran off down a dark path.

“WAIT!!!” was the only word Twilight was able to say before he disappeared and the guard that were searching for them found them and began to asses the situation. All the while Twilight just sat there dumbstruck. Could have it been him, she had barely heard him speak but the voice sounded the same. Tomorrow she was going to have to ask and answer some hard question, but the care of her brother came first.

Cell felt like he was waking up from a really long period of sleep. Everything felt like it was a dream but he knew that it was real. He could feel the punches he made and the ponies he hit, the hurt he had caused. He had woken up on the floor and simply laid there thinking about everything. The last thing he clearly remembered was leaving the lab one night and the next thing he knows he’s standing over Princess Twilight and her brother. He also remembered breaking into a building and destroying something but it was like his body was moving on its own.

He curled his body into the fetal position and just thought about what he was going to do. It sounded like the princess had recognized his voice. Heck guards could be on their way to arrest him right now, and they would find him lying on his floor in a wreck.

It took him awhile before he finally came up with a plan. If the Princess did think something the first place she would check would be his lab at the university. He got up and grabbed some clothes while thinking over his plan. While going through his things he lifted a pair of pants and a belt that he didn’t recognize fell to the floor. He stared at it before a memory flashed in his mind. It was him, but not him. He was standing in a dark room where the only light shone down on him allowing to see his costumed self in a mirror. He walked over to it and picked it up off the floor.

“I guess this is what puts me in that getup.” He said almost throwing it on the floor before thinking about his plan. He wanted to disappear, and if something happened and this was found than disappearing would just be harder for him. He threw it in his bag and grabbed a couple more things before he left his little apartment and speed towards the University on his bike. He got there relatively quick and quickly made it to his lab, he backed up all of his work twice. Once for him and the other for the princess. On his way out a mare stopped him.

“Cell is that you? IT IS!!! Where have you been it’s been like two days and you haven’t called to say anything about your absence.”

“I’m still figuring it out myself. Anyway I’m not staying I have to go somewhere, but can you do me a favor?”

“Uh sure?” she was surprised by his actions. He was usually absent for anything and here he was leaving again. “What is it?”

“This is all my research. Princess Twilight might come here looking for me, if she comes just give this to her.”

“Cell is something going on? You can tell me if you want?” the mare reached out to grab his hand but he pulled away.

“I…I can’t…not yet anyway. Just trust me ok I need to find some things out.” He said before turning and leaving. The mare stood there in shock as she heard the roar of his bike get quieter and quieter.

Twilight quietly slipped into the University building hours later. She left the guards outside and slowly made her way towards Cell Cycle’s lab. She saw the door was open and peaked inside only to find the mare she had yelled at days earlier sitting in the room, staring at a blank computer screen.

“Um, excuse me?” Twilight slowly walked into the room. When the mare looked up Twilight could see that her eyes were red, she had been crying.

“Oh princess, it’s you. Cell said that you might be coming.” She said her gaze returning to the floor.

Twilight stopped walking when she heard the mare. “Is he here right now?” she said getting to defend herself if need be.

“No he stopped by her to backup all his research and then left quickly. He said to give it to you. He look like some was troubling him…did something happen?” she said looking at the princess again.

“I’m not quite sure myself, a lot has happened,” She said laying a hand of the mare’s shoulder trying to comfort her. “But I can tell you that I am going to get to the bottom of this. Did Cell say where he was going?”

“No he didn’t I’m not sure if he has any family in the area, his parent are from Neighpan.”

“Well thank you, if you need any help please…” Twilight was interrupted by a guard coming into the lab.

“Princess your friends have arrived at the castle…and so has a group that says they have information on the recent events.” The guard said bowing slightly.

Twilight’s was surprised to hear there was someone that knew something. She quickly left with the research Cell had left, she knew she would have to look for him later, anything that could help stop these attacks sooner had a much higher priority.

It took Cell about an hour but he finally reached his destination. He hadn’t really visited since he started his research and he was sorry for that. He slowed down his bike as he approached the building, it looked like a garage and and house merged into one. Slowly pulling into an open garage doorway he noticed a familiar stallion working away on a bicycle.

“Hmm it still sounds good, I guess you’ve been taking good care of it without me?” the stallion said not even turning around, it was apparent he knew the bike and the pony that had ridden it in, he had raised both.

“Hi Uncle Tread.” Cell said stopping the bike and walking over to hug the older stallion.

“Oh it looks like someone has been eating their vegetables and doing their exercises. So what brings you here my boy?” the older stallion said looking his nephew up and down.

“I’m…taking a vacation.” Cell said forcing a smile.

“Ah you have a horrible poker face. You’re troubled, what’s wrong?” Cell’s uncle showed concern for his nephew.

“It’s…some things have gone wrong, and I just have to get away from it all right now.” Cell tried his best to skirt around everything so that his uncle wouldn’t push.

“Ah ok, it’s ok if you don’t want to get into it. As long as you find a way to settle it before you go to your grave. Anyway how about something fun! Come over here I have something to show you!” his uncle led him over to a bike covered by a sheet. “Go ahead pull it off.” His uncle smirk was showing that whatever was under the sheet was going to be surprising

“pulling the sheet off, Cell felt his face form an expression of shock. There sat an immaculate new bike all shined and ready, it wasn’t any old bike either. “This is a CBR1000RR..” Cell couldn’t find any other words after that.

“Beautiful ain’t she, the company sent it to me asking if I could see if I could make her better a couple of months ago. Being one of the best designers there is it was only natural that I did make it better and send them what I did. And then I did this!” he gestured to the bike. “Cranked up everything I did by about 200 hundred percent! As it stands this is the best bike in all of Equestria! I was planning to give it to you as a present for when you finally graduated but you seem like you could use some really good cheering up now.”

Cell walked over to the bike softly running his hands over its sleek body, taking in its curves and thinking about how fast he could go before reality came back and he remembered why he was here.

“It’s so great uncle but i…”

“Oh no I don’t want to hear any excuses after I worked so hard on this. I know you’re in some kind of trouble, and I’m not going to keep prodding, poking, and asking question when you don’t want me to. But I’m going to tell you this. You’re one of the greatest kids I know, the whole thing you have about the beauty of this world and how it can help ponies can make anypony smile. You live to help other ponies but you're stuck in a bit of a rut right now, between what you want to do and whatever troubles are ailing you. You need to be able to transform into what is going to get the best results and bring out whatever you want. What was the Neighponese word for transform, transformation?” he broke from his little speech to ask.

“uh…Henshin.” Cell said remembering the language his parents taught him.

“Well anyway you need to have you own henshin! Let it help you sort out your troubles find what you can do and do it already!”

That’s…some really good advice uncle..you mind if I take a quick walk?” Cell said still mulling over his uncle’s words.

“Sure thing I’ll make us something to eat.

Cell walked around the woods surrounding his uncle’s house, he had lived here for a while so he knew his way around. His uncle had always been really smart. And apparently prolific, his words were apparently the thing Cell needed to hear, but he was still a bit indecisive. What was the first step he should take?

Cell rounded a tree when he suddenly felt pain course through his body. He dropped to his knees and was lucky he didn’t fall on his face. He remembered something from when he was being controlled.

“Most ponies or other creature we remodel have to come back so they can be… “cleaned”” The thought of the voice rang through Cell’s head. He tried to move but his body convulsed in pain everytime he tried, like it was rejecting him.

“If one of them doesn’t go back for too long then they die…like I’m about to.” The words were sad, it sounded like some kind of inevitable truth. Cell’s mind flashed through all the things he had, the things he hadn’t fixed yet. He hadn’t told people he was sorry, especially Twilight.

“Seriously this is how I go? I do everything for the betterment of pony kind and I get to die a fugitive in the woods because of of greedy evil ponies. No, this is not going to end like this. Shocker may have remodeled my body but it still mine, screw sciene I’ll do this on will power if I have do SO STOP HURTING!!!” he yelled the last words as loud as he could.

Surprisingly his body complied to his sheer force of will. Cell stood up testing his movements, making sure his arms, legs, feet, and hands worked. He threw a quick jab feeling as strong as ever and decided to head back to his uncle’s house.

He walked inside to find his uncle in the kitchen, he had started to cook but had stopped and was staring at the tv that was in the kitchen. As Cell got closer he could hear a news report, it sounded like something bad was happening. Uncle is something wrong?” Cell asked before he got a good look at the television.

On the television was a shot of the castle in Canterlot, the shot was from the front of the gates, where weird looking ponies in black suits, black masks, and guns were standing in front of the gates not letting any pony; including the guards pass through. Cell recognized them as low members of Shocker. The caption on the news report read “Princesses and Elements held hostage.”

Cell stared at it for maybe half a minute before his mind kicked into action. “Uncle how long would it take the bike to get to Canterlot?”

“uh less than an hour, why? Oh and it’s called The Cyclone. Cell what are you going to do?” his uncle's attention snapped away from the TV, he followed his nephew into the garage and saw him rummaging around in his bags for something.

Cell found the belt near the bottom of his bag pulled it out and with a flourish swung it around his waist. It satisfyingly clicked into place and fitted him perfectly. He grabbed his helmet and hopped on the bike before turning to his uncle and saying “To make use of your advice!”

It had been an hour so far for Kumo. An hour of girls screaming and upsetting him. Their little hostage situation had actually worked out quite nice for them. He, under instructions from the higher ups of Shocker, had leaked that he was part of a group that knew about the organization. He then went with a bunch of expendables, named because he knew that they each had explosives in them and could detonate themselves if they wanted, he also had some implanted because the higher ups were mad after Hopper betrayed them. After they had gotten in the gates it was easy for some of them to stay at the gates and wait for the signal. The got inside and were greeted by the princesses, the Elements of Harmony, and three fillies who he knew from the files were related to the Elements.

After the doors had closed the princesses had asked them about their identities to which Kumo replied “Well you see your highness the reason we know so much about Shocker…is because we are Shocker!” he said casting away his disguise as his cohorts do the same. It wasn’t the greatest entrance line but it did the job and put the occupants of the room on edge. Princess Luna immediately tried to use magic on us but not before the Shocker members could draw out gun and point them at the Elements and the fillies.

“It’s nice to know that you’re ready for a fight, though Princess, thanks to one of our other members we learned that we could magic proof our bodies so I’m dying to see if will work on Alicorn magic.” Kumo said as he walked over to the window and waved, which was the signal for the members at the gate to beat the guards and stop anyone from entering or leaving. Normally there would have been more ponies in the castle but the princesses had sent everyone home just incase someone had been working for Shocker and wanted to listen in.

That had all been an hour ago, Kumo who had been happy was now regretting the choice of not bringing along some ducktape. Mostly because some of the mares and especially the fillies would not shut up. He was sitting on Celestia’s throne looking down at the groups of tied up ponies.

“So may we ask why you are doing this?” Celestia had remained silent through most of this but she finally asked the question Kumo had been prepared to answer.

“Well Princess there are some ponies who want to share the world and use the power of friendship to make everyone happy…and then there are the people who want to hold the world in their powerful hands and shake it till the people listen to their demands. You are the first group.” He said gesturing to her and everyone else who was a hostage. “And we are the latter.”

“So what is your actual intentions?” Celestia figured she should keep asking while the creature was in a talkative mood.

“Oh you know world domination and all that jazz. I’m not at the top or anything I still take orders and all. But I know they want to rule over everyone. Not just the ponies, but gryphons, dragons, you name it.

“And they are going to do this by making creature like you?” she said noting to Kumo’s extra arms.

“Well sort of they are probably going to change it up a bit, we probably won’t all be spiders.” He said flashing his fanged smile.

“And how does one join Shocker?”

“Oh you already know part of it don’t you? We study Ponies who we think might be good candidates and then under cover of darkness we just snatch em up and bring them to a secret location and then “the professor” remodels them, some get turned into these base models here.” He gestured to the masked ponies with him. “or some other become like me. I’m pretty sure Princess Twilight even knows who one of our former members is.” He said looking over and grinning at the newer princess.

“you mean Cell Cycle is one of you?”

“He was the one who attacked your brother. But sadly he is no longer with us. After that night he disappeared and we couldn’t find him. So it’s a good bet that he’s dead.”

“Why do you say that?” Twilight asked knowing she probably wouldn’t like the answer.

“It’s part of our remodeling process, all this strength, agility, power doesn’t come for free. We have to strap into a souped up dialysis machine and it takes our blood and cleans it. If you wait too long it will kill you; slowly and very very painfully. Hopper was supposed to get on after killing your brother, so by now he probably keeled over somewhere, life gone from his eyes.” Kumo said making everyone in the room go silent. A smile started to break out on his face but was stopped when a shoe hit him in the face.

Kumo grasped at his face while he looked at where the show came from. One of the fillies that were tied together, Sweetie Belle he remembered her name was from the files had managed to loosen her shoe and fling it at him.

“You’re just a big meanie! Mr. Cycle was a nice pony. And you turned him into a bad guy!”

“Yeah what gives you the right to do that? Taking nice people and making them hurt other ponies?” Applebloom yelled next.

Just wait you’re going to get what’s coming to you!” Scootaloo finished out the trio of yelling fillies.

“Will all three of you little brats JUST SHUT UP!!!” he yelled at the fillies, his voice changing a bit and sounding more monstrous causing the fillies to stop and cower a bit.

“So you little twerps honestly think I care? Nope I don’t I’m a villain, I get to break the rules. Why? Simply because I don’t like them. Just as much as I don’t like little brats hitting me in the face with shoes.” His words sounded angrier as he approached the tied up trio and raised a hand to hit them.

He started to bring his hand down, but stopped when a low humming noise started to get louder and closer. He dropped his hand to his side and made his way over to the window. Looking out he spotted an object coming his way at a very high speed, he couldn’t make out what it was, all he could tell was that it was a red and white blur. It raced towards the castle, making a quick turn and turning one of the castle fixtures into an impromptu ramp. The next thing Kumo knew the object was sailing towards his position in the window. Kumo dodged quickly to the side to avoided being smeared on the front of whatever was going to crash through the window.

Glass shattered everywhere as the object came through it, it landed with a thud a cam to a screeching halt. Kumo looked up from his position on the floor to see a pony who he did not expect. Cell Cycle slowly got off the bike and took his helmet off, looking around the room to take everything in.

“Cell…you’re alive?” Twilight gasped, she had heard what Kumo had said and believed it but now seeing Cell standing there, it blindsided her a bit.

“I’m with the princess on that one Hopper. I’m pretty sure you’re supposed to be dead. So how did you do it? And does this mean you’re coming back to the winning side?” Kumo said from where he had gotten up, he was cautious and didn’t know what Cell was doing.

“First off, I’m not telling. And second…don’t you ever call me “Hopper” ever again.” He narrowed his eyes at the hybrid .

“Aw aren’t we buddies?”

“Let’s see. You kidnapped me, transformed my body into a living weapon, used me for crimes, and tried to have me murder royalty. So no, we aren’t friends, I’m pretty sure we’re enemies.”

“Are you planning to stop us? Going to defend all the innocent ponies out there?” Kumo put on a bemused look.

“I’m going to protect… What I have to protect!” he said trying to place himself as best he could between Kumo and the other ponies aiming their weapons at the hostages.

“And how do you plan to do that?” Kumo asked sizing his soon to be opponent up.

Cell reached up and unzipped his jacket. He opened it up just so Kumo could see the belt around his waist.

“That belt!” his eyes widening slightly. He made a motion with his hands and the other ponies moved and surrounded him, their weapons now pointed at him.

“You know that bike was so fast I would have actually made it here twenty minutes earlier, but first I need to fully figure out how this thing worked. It might not have been in Shocker’s best idea to kidnap a smart guy. The belt is now locked to me and only me and its password protected by my voice.

Cell slowly put one hand down on his belt while he stared his new enemy down. “Henshin” he said loud and clear, as he did the small fan on the front of the belt started turning, in a flash Cell was standing there in a familiar costume, helmet already on his head and his eyes glowing a brilliant red.

Kumo’s face was full of rage as he stared down Cell. “GET HIM!!!” he shouted and the masked ponies moved forward to attack.

But Cell was much quicker than they were. Moving to his right he grabbed the gun of one of the masked ponies, pointing it upwards before he kicked him in the stomach launching him into the far wall, leaving Cell standing there holding a gun.

Next he ducked an attempt to hit him with the butt of a gun from behind and retaliated with a flurry of punches to the stomach. He then dodged two ponies who tried attacking him at the same time and responded by attacking both of them with a punch and a kick at the same time. He quickly finished off the regular ponies and was left standing face to face with Kumo.

“All that power and you're just going to…”

“Use it how I want? Seems kind of fitting doesn’t it?’ Cell finished his sentence sending Kumo into a rage, his body seemed to morph more making him seem more spider then pony. He lunged at Cell but he was ready for him. Kumop swung with all of his right arms, but Cell Spin into him and delivered an elbow to his gut making him stagger back.

Lunging again Kumo tired again but this time Cell simply raised his arm to block. Kumo’s blows didn’t even move Cell an inch. Kumo’s rage turned into fear as Cell pushed his arms back.

“This is for anypony you hurt and killed!” Cell dashed forward punching Kumo in the stomach.

“This is for the princess!” he dashed forward again and punched him in the face, knocking him back more.

“And this…THIS IS FOR ME!!!” he charged the distance between him and his foe. In a panic Kumo threw everything at him. All his arms shot forward in an attempt to save himself. Cell jumped above him with a flip and pointed himself foot first at the enemy.

He drove everything he had into the kick and the result showed as Kumo basically dug a trench into the ground as he skidded across the floor of the throne room.

As he rose Cell went and quickly untied everypony and turned around to see that Kumo had risen to his feet. He held his side as he glared at Cell.

“Everything I did…I did… FOR SHOCKER!!!” he raised his hands to the sky as he fell over, activating the explosives in his body. As his torso hit the ground the explosives went off. Kumo’s last thought was threat he hoped that he could at least take someone with him in the explosion.

The explosion took out most of the outer wall of the throne room, it was noticeable from the front gate and to the crowd of ponies beyond it. Inside the throne room the dust cleared to show a magic shield covering everypony in the room. Princess Celestia and Luna magic was combined so the field would be twice as string, slowly they lowered the shield and gazed at the destruction of their throne room.

Dan looked at the hole that was created and stood watching in in some kind of victory before someone called to him.

“Cell?” he turned to see the Twilight had walked closer to him. Slowly Cell unclipped a part from the front of his helmet and slid his helmet off, allowing himself a little smile for his victory. He hadn’t expected Twilight to rush in and gave him a hug like a vice though. As he hugged her back her heard her cry softly.

“I thought you were dead.” she mumbled into his shoulder.

“For a second, so did I.” he said as he held her and allowed her to let her feeling out. It seemed to last forever until someone said something.

“So are you two love birds going to get a room?’ Rainbow Dash said breaking up the scene. Twilight and Cell split apart quickly, blushes on both of their faces. Both of them looked to see the group of ponies smiling at them.

Cell noticed one pony in particular and walked over to him. Shining Armor had been silent through most of this. His wife keeping him close because he was still injured. He watched as the pony that had attacked him slowly walked over…and then knelt in front of him. Cell knelt in front of Shining Armor, his head hanging down. “I’m sorry.” He said, trying to make up for almost killing the stallion.

Shining looked at him for a bit before smiling and resting a hand on the other stallion’s shoulder. “It’s ok.” He said causing everyone to look at him in shock.

Cell looked up eye wide “But I tried to…”

“Hey but you didn’t succeed, plus it’s partly my fault for letting my guard down so stupidly, and plus you just saved us all, so as far as I am concerned you are a good guy.”

“That much is true Cell Cycle.” Celestia said to him causing him to spin around to face her. “You have done your country a great service. And in time we will find some way to repay you. But unfortunately that day is not today.” This time her words caused everyone to look at her.

What do you mean sister?” Luna asked wondering what her sister was up to.

“Unfortunately for us we cannot fully celebrate. Shocker is still out there, wanting to get rid of us, as long as they exist we are still not in the clear. And although Cell’s action’s do warrant a pardon for his crimes, what matters is that he feels like there is no weight on his shoulders.” All eyes fell on Cell as he hung his head.

“And I don’t feel like that,” he said.

“What do you mean buster, you just saved us and beat the bad guy, in awesome fashion I might add.” Rainbow Dash flew up to Cell and told him what she thought.

She’s right Dan, and the other times you were being controlled.” Twilight added trying to comfort him.

“But it still doesn’t make it right. I hurt ponies, even if wasn’t in control I have to make up for that. And they used me, right now they could be doing the same thing controlling ponies for horrible purposes. I’m not going to stand for that. I’m going to make sure that ponies can be safe from people that would abuse them. And plus if I just accept everything, then that still puts all puts you in danger.”

“He is right girls.” Celestia said stepping up. If it becomes known that he came here to save us then Shocker will probably keep trying to find ways to use us to get to him and vice versa.” Her words hit everyone hard as they thought about it.

“SO what can we do princess.” Twilight asked hoping her mentor had a plan.

“Celestia stood there thinking for a while before a smile formed on her face. “What if Cell didn’t come here to save us all?” she said earning stares from everyone.

“Um princess I’m pretty sure he did?” Applejack was as confused as everyone else.

“Yes we in this room know that Applejack. But the ponies outside don’t know, the media does not know, and Shocker doesn’t know.” Cell heard the princess words and started to get on track.

“Yeah I didn’t come here to save anypony, it was purely for my purposes of revenge against Shocker, that was my only motivation.” He said making everypony a bit more confused.

“Yes Cell we don’t even know who’s face is behind the costume, we know that he was a criminal responsible for several acts of terrorism and attempted regicide who now feels remorse and is trying make up for his actions.”

“And Shocker will know that I am still out there in the shadows waiting for them, and when they try something I will be there to stop them and to help the innocent. Even though the crown is looking for me.”

And who knows if the public opinion begins to differ from the crown on this masked hero, we maybe swayed to change our opinion.” The two of them talked between each other as if they had formed this plan quite some time ago.

“Thank you Princess Celestia!” he said with a nod of his head before he picked his helmet up from where he dropped it when Twilight hugged him.

“Wait Cell, Princess Celestia are you sure all this is necessary?”

“I’m willing to go through with it Twilight, it’s something that has to be done.” Cell told her.

“But what about your life, your research, how will you live?” Twilight asked.

“Well I gave you a copy of all my research, and I also have a copy. And who knows maybe I’ll go into teaching, maybe a position will open up in a quaint, quiet, little town not far from here.” He said giving her a knowing look.

It took a her a minute before a smile broke out on her face as well. “I think that it can be arranged.”

“Good. He said to her before turning to everyone else. “Well everypony I’ll be seeing you around. Think you can give a convincing enough performance for my “getaway”?”

“Oh I think I can come up with something.” Celestia smirked.

Cell nodded put on his helmet and walked over to The Cyclone, As all the other ponies watched him Celestia noted that Twilight still looked a bit upset.

“What’s troubling you Twilight?” She asked.

“…Are you sure this is the best way Princess Celestia?”

“Yes I am sure. This way is a way for him to become something more. This is not the first time something like this has happened. Equestria has been threatened before and time and time again heroes have stood up to defend us. You’ve read books about their battles and such.”

“You’ve heard of it haven’t you? About their legend, their mythology; preserved by our dreams and imaginations. The stories about giants of light. Warriors of steel, the tales about great invincible squadrons. And now… alone masked riders. These are our heroes. This is their legend.” Celestia said as Cell maneuvered his motorcycle . When he was sure of his path he cranked the accelerator as hard as he could. The Cyclone roared to life and launched itself. He flew from the throne room to pretty close to the front gates. He hit the brakes and turned the bike skidding in a semi circle when he got close enough to the masked ponies at the gate. He hit two of them with the bike and quickly jumped of to deliver a flying kick to the last one. As he watched it fall silent on the ground his eye turned to the crowd.

The guards who had been protecting the crowd from the masked ponies pointed their weapons at him while much of the crowd stared at him. It looked so weird with its costume. Little foals looked on in awe thinking he was some kind of superhero. Cell wondered what his next step should be before Celestia’s voice rang from the whole in the castle.

“Did you think it would be so easy? Coming here and defeating your past partners in crime and save us and all would be forgiven? You still have a lot to answer for…” she paused trying to think of a name for him. She remembered that he used a Neighponese word to put on his costume so maybe she should used one to describe him. She had said masked rider earlier, and then some inspiration struck her.

“Do not try to run KAMEN RIDER!!!” the words boomed from her mouth.

It was good that no one could see Cell’s face underneath his helmet because his facial expression went from nervous, to puzzled, to back to determined. He thought it was a nice name Celestia had just give him. Kamen Rider hmm? I think I can grow into it.

“Guard seize him!” Celestia said from her position. The guards responded trying to apprehend him, but Cell was to quick for them. He dodged and weaved through their attempts and made it back to his bike. Revving the engine again he wheelied the bike as he moved towards the crowd forcing them to split as he rode through. Once he was clear of the crowd he put on a ton of speed, moving faster than any Pegasus in the guard could and riding off into the night.

Back at Canterlot Castle Twilight watched as the light that was Cell Cycle get farther and farther away all the while thinking to herself that this was going to work.

“So Hopper or now Kamen Rider has turned against us?” a female voice said with a snarl.

“Should we try to find him?” asked a first male voice.

“No…in time he will find us. And we will be ready.” Said a third male voice. “This time I think we are going to go more brawn than brain.” The figure looked down at the room. The screams of somepony new filling the chamber. And close to him was a table. And on it was a familiar helmet, it was just a different color.

Author's Notes:

ALRIGHT LADIES AND GENTLEMEN!!! Hopefully if you're reading this then you just read the first chapter. I hope you liked it i put a lot of time, work, and reasearch into this and i tried to do the best i could. maybe i even inspired some people to go watch Kamen Rider, pick any one i'm not picky

There will be more coming to this story, there is more tha one Kamen Rider duh! I do have something in mind for this story but i'm going to wait bit to explain.

So until next time...keep calm and HENSHIN!!!