Author's Notes:

I do not own My Little Pony as it belongs to DHX, Hasbro, and Lauren Faust. The U.S.E and weapons are designed by me and so is the Sky Commander.

CP-143: Standard issue USE Combat sidearm.

Head Banger: U.S.E Grenade that can be used as a flashbang, stun grenade, or a normal Phasna grenade.

Dark Phoenix had finally fallen asleep and had the dream he always had. The death of the one he loved deeply. Her name was Salina Regros her callsign Night Guardian. It was supposed to be a simple attack on a Drey fortress and it had evolved into something more and something even worse. Dark Phoenix looked at Night Guardian and smiled underneath his helmet. She had been moved to Mythic and was currently part of the second battalion, third company, fourth platoon, second squad also known as the Phoenixes. He led his squad of troops into the interior and what they saw shocked the shit out of them. Dead Drey where everywhere and some were split in half while others had looks of horror and anguish on their faces.

"Where are the Drey/" He heard PVT. Kraken say with a hint of worry in his voice

Dark Phoenix turned around and looked at Kraken. "I don't know private but it seems off."

"Maybe there was a coup or something." Said Night Guardian.

Dark Phoenix shook his head. "It couldn't be. I haven't seen any Drey weapons that could tear something in half like this especialy an indoors weapon." They were all baffled but raised their weapons at the sound of a banging on a door. They surrounded the door with two U.S.E soldier in front and two to the side allowing the other four to move in under the cover of fire. They opened the door and a Drey fell out with a thud.

It looked at the U.S.E soldiers and began to babble in it's alien tongue. "STRA STRA STRA TENO RE ARCOMO TI RENOVE UR INTOR MORTALA!" Translation.( RUN RUN RUN THEY ARE COMING TO TURN US INTO MONSTERS) The soldiers dragged the Drey soldier away and turned on their Night Vission and Thermal sights and entered the hall way.

"SCREEEEEECH." A few seconds later a grotesque creature appeared out of the shadows. It looked like the Drey but completely screwed up like someone had taken it to a test lab crossed with a squid, a Drey, and a giraff with sharp teeth. It had large legs coming out of it's spine which numbered eight total, razor sharp teeth, tentacles hanging out of it's mouth, and it had four arms which had large knife looking things on them. With out a second thought they opened fire killing the creature instantly. They were about to turn around before they heard several more screeches sound from down the dark hallway.

Dark Phoenix turnd around and yelled at the tops of his lungs. "RUN LIKE THE DEVIL IS AFTER YOU AND DON'T LOOK BACK!" With that his soldiers ran off in the opposite direction and towards the base entrance telling anyone they found to run for the courtyard and prepare for evacuation. Dark Phoenix stood where he was in the hall way. He had to buy his troops some time to get out and with that he began to place explosive charges along the hallway with a remote detonation command. He then pulled out some Head Banger grenades pulled the spoon and wrapped a string around the lever being very careful as he set each trap afterwards he placed two sentry turrets and waited for the creatures that were coming. Boom the first trap went off then the second then a tird and soon they stopped. Dark Phoenix told Nightmare to detonate the explosive charges and with that several booms and screams of agony from the creatures filled the air. He was about to turn around before a large creature of the same type jumped onto his back. He began to shake in every direction and threw his back into the nearest wall causing the unknown to lose it's grip. He pulled out his CP-143 and shot it in the head leaving brain matter to splatter onto his armor and the surrounding area.

"Dark Phoenix where are you?" He froze as he recognized that voice it belonged to Night Guardian. Night Guardian had returned to the building and was looking for him. He sprinted towards her voice and turned the corner and ran into her.

"Night Guardian we have to go now!" He said.

"I was worried about you but anyway let's get back to the dropship." She said with worry in her voice.

He nodded they began to sprint towards the exit only for them to be stopped by a larger version of the creatures. It let out a roar and charged at them while several of it's smaller counter parts followed. "I guess this is it?" Night Guardian said.

Dark Phoenix shook his head. "Well if they want a fight I say we give them one." She nodded her head.

"Well there was a party and you didn't invite us". They heard several explosions and saw the large creature topple over which revealed the rest of Phoenix squad. "Honestly sir you hurt my feelings which is why I am here to crash the party." With that they began to move out the door firing their BS-67s and AR-45s. They began to close the door and had almost succeeded until one of them got lucky and jumped onto Night Guardians back.

She screamed as it tore off her back armor and stabbed her several times. "OH GOD GET IT OFF GET IT SLAARR." With that she changed into one of the ugly beings. Dark Phoenixes eyes widened in horror as the one he loved was changed into a being which would have made nature crap herself. The door was closed and the rest of Phoenix squad turned to see the monsters in front of them. Once they had seen what was Night Guardian they became enraged Dark Phoenix screamed in rage and sadness. He charged at the nearest creature and brought out his sword and ran it through it's gut. He then proceeded to take it's head of and land with his sword out to the side. He stood up and looked at the form of what was Night Guardian on the ground with several United States Imperial soldiers holding her down. He looked at the form and a single tear left his eye as he saw the tormented and twisted face of the one he loved. He cursed himself this is why he never fell in love with anyone or let them know. They always died. It was as if the universe was saying you will be forever alone, to suffer alone, and to live life alone. He brought the sword down and killed her officialy putting her out of her misery. Dark Phoenix jolted awake and was breathing rapidly . He let out a scream of anger to the sky.

Princess Luna POV: She had just seen the most horrid dream and it seemed to belong to the Golem. No it couldn't be a Golem there were emotions there it had to be sentient. She was crying now it had lost so much and they never knew or tried to understand it.

Her sister walked in with a worried look on her face. "Luna the guards told me there was something wrong."

Luna looked at her sister with wet eyes. "Tia that Golem isn't a Golem it's alive, it's sentient, and it's in pain a pain that we can never understand." Her sister wrapped a wing around her.

"Tell what happend LuLu." Luna looked at her sister.

"I was walking among the dream scape like I normally do when I came across a dream that I could not explain so I entered it. What I found was horrors that would give even Discord bad dreams. The Golem has a name it, it has emotions, and it has scars that run deep into it's very being. It I mean he has lost so much. He has no love anymore he is only full of anger, sadness, rage, and pain. I watched as monsters took away the last person he ever loved. I saw the faces of those around him and not just his fellow kind but those of the monsters. There was so much agony and sadness to their looks. I will never forget what I saw Tia I don't know if you can understand what I mean but this thing is alive and it is alone now." She looked at her sister.

"Show me Luna; show me this creatures dream."

Luna shook her head. "You don't want to see it Tia it's just awful."

Celestia looked at her sister. "Please sister don't bear this alone."

Luna finally gave in and showed her sister. After a few minutes Celestia gasped as they left the memory.

Princess Celestia POV: She had seen the dream and all she could do was feel terrified. This being was indeed scarred for life and Luna was right this was a dream that neither of them could ever really understand. She had seen horrors that were indeed beyond what she had thought they were. Soon she was crying along with her sister at the pain that no creature should endure.

Dark Phoenix POV: He pulled out an MRE and opened it eating the contents inside. After doing so he decided to take a walk around the castle. He found several peices of armor laying on the ground and decided he needed something to do. He began to set the armor out and arrange it in the fashion that seemed right. "Nightmare can you give me a 3D projection of what this pony looked like?" A few seconds later a large pony with a black coat appeared in the air with it's armor in place. What stood out the most was the moon like mark on it's flank. It was the exact same mark that he had seen on the dark blue alicorn. He stopped what he was doing as he heard a scream. It sounded like a childs scream or about three of them at the same time. He ran through a wall and sprinted towards the edge of the ravine. He jumped off the edge and landed on the other side and began his treck towards the screams. As he neared a clearing he saw three fillies scared out of their minds as three manticores surrounded them. Dark Phoenix jumped in between the two groups and pulled out his SR-98. "So you want something to eat how about you chew on this!" With that he sent a kick towards one of the manticores feeling satisfied as it broke some of it's ribs causing it to fall down. It attempted to get back up only for a boot of metal to come down on it's face from the air. Another pounced at him which he quickly countered and flipped over his back slamming it into a nearby tree knocking it unconcious and possibly puting it into a coma. He looked for to the third one and growled. The manticore charged and he fired his SR-98 putting a sixty caliber round into the beast and blowing a two foot hole in it's chest causing it to skid to a halt in front of him. He lowered the rifle and looked at the fillies. one was yellow and had red or violet red hair, another with a white coat and a pink and purple mane, and the last one was orange and had a purple mane. Two of them were injured the one with the orange body had minor scratches probably from trees and the yellow one had a gash on her barrel but it wasn't serious to where it would cause her to bleed out butit did need to be tended to by a doctor so it didn't get infected. "Why are you out here little ones?" The children froze. He realized that maybe his helmet was scaring them. I mean if you saw a red eyed creature take out three manticores and come out of it with out a scratch wouldn't you be scared?

"We were trying to get our cutie marks when those manticores attacked us." Said the yellow one who then proceeded to collapse. Dark Phoenix caught her and picked her up gently. He sighed to himself. He had to help them get home and the yellow one in his arms was in no condition to go anywhere. He put his gun away and touched the filie's wound. A blue fire sprang up and he ran it across the yellow filly healing and cleaning her wounds completely. She opened her eyes and looked at him all the while he held her in his arms.

"Lets get you home little ones." With that he began to walk towards the forest exit and into the sunlight. He left the other children once they neared the town and turned on his ATCS turning him and the yellow filly invisible. These children reminded him of the kids at an orphanage he visited they so full of energy and wanting to explore the universe. He asked the yellow filly where her home was and she told him it was some place called Sweet Apple Acres at the edge of town. With that he moved towards the farm and left the small town behind. He soon saw a large orchard and a large house and next to that a barn with several ponies kicking trees. He walked into the orchard quietly and placed the yellow filly down at the doorstep of the house and left leaving the filly. He waved goodbye and vanished into the shadows once again. He sprinted back towards the forest being careful not to hit anyone or let them notice him and soon enough entered it once again. He continued to move towards the area were he had set up his temporary home and base of operations. He jumped over the ravine and landed making sure to take in his surroundings before he walked into the castle. He pulled off his helmet and sighed it was close to noon and he had nothing to do as he had already found the armor and peiced it together. He walked around for a while and soon found himself rebuilding the castle to the best of his abilities to allow him a better defensive position. He soon retired for the night and though he didn't dare sleep he was at peace for now. He soon thought of the dream he had and thats when it struck him there was something in it that was not supposed to be there and this only managed to agitate him. He rubbed his forehead and With that he watched the stars and admired the night sky. He didn't make a fire since it would have given away his possition and he didn't need it even though it was cool out. He enjoyed the cold and hot temperatures and didn't care which it was unless a sun was about to explode. He chuckled at the memory of him and one of his soldiers having a disagreement about who had the best victory record all the while they were completely obliviouse to the fact that a nearby sun had gone super nova. With that he leaned his head back and sighed.

Two eyes watched from the darkness and the owner of them chuckled to himself. "This being may be able to help us when we take over Equestria. I can only think of the damage this being could cause to Celestias army. Heh I might just use him to assassinate them."