Author's note
This story got 3 chapters left until the big conclusion. Can't wait to see it end, folks.

Chapter 10: Last Two down

Ben is unaware of what happened to his comrades. He was still at his post at the palace, looking around in fear while marching backward. Ben feels that if he doesn't see the scary stuff, the stallion won't be scared, right?

"Hup, 2, 3, 4..." Ben said as he trots on backwards; So far, so good.

Suddenly Ben felt something on his back, causing him to scream in terror. The pony turned around with his eyes closed and slashes like mad with his sword. Once he stops, Ben opens his eyes and saw...only a plant that is now a stature of himself getting scared.

"Oh, hey there," Ben said with a sheepish chuckle. Not bad guys but a good impression of him.

Suddenly Ben hears another noise and turns around. The scared hero saw...3 familiar Diamond Dogs wearing big heads of a scary (but badly drawn monster). They all screeches while booming, "Booga, booga, booga, booga!" Of course, after a while of doing this, the trio stops as they notice that he is just staring at the foes, unimpressed.

"Oh knock it off. Even I am not scared of that."

"Ugh! Told you these dumb masks won't work," Rover scowls at his colleague as they remove their masks, revealing their real faces. "Time we go back to basic."

"Wait, I know you creeps! You're the same bad guys who tried to kidnap Twilight and Rarity before!" Ben exclaims, recognizing the Diamond Dogs. He got his sword out, aiming it at the enemies. "Surrender now!"

The Diamond Dogs of course look at Ben bored...then took out their 2 by 4 tech weapons, aiming right at him. As a response, Ben screams in terror before putting his sword on the plant he slashed earlier. Then the cowardly hero kicks the plant itself out of the way and run out of the palace as fast as he could.

Ben ends up in alley. He's trapped and those Diamond Dogs are getting closer to him!

"Oh man, what do I do now?" Ben asks in concern. He spots a barrel and opens it before hiding inside. The hero hopes that the Diamond Dogs would pass him by...but then Ben hears some familiar laughter. "Oh horse apples."

Ben yelps as the barrel begins to bounce. He tumbles, grunts and yelps, getting hurt by the bouncy ride. Soon it was over before the lid was opened, revealing the bad guys peeking in. Obviously, the Diamond Dogs weren't fooled by Ben's pathetic attempt at hiding.

"Nice try, scary pony, but you got to know better than that." Rover taunts Ben evilly.

Ben screams in terror then goes out the other way of the barrel...then hitting something, finding something clanging down onto his neck. The stallion tries his best to struggle to escape. It didn't take long for Ben to realize what he's in: a certain execution device.

"Wait, why am I in a guillotine? What's going on?" Ben asks in concern. He then gasps and saw a painting of Boris, dressed like a king while laughing cruelly right at the sad Rarity in a cage while sad Twilight is next to him, wearing queen clothes. "What is this?!"

Ben gasps as he saw some gravestones with certain names on them, "'Spike', 'Pinkie Pie', 'Golden Heart', 'Pinkamena', 'Applejack', 'Earth Filth'?! AAARGH," The hero turns to see a familiar villain behind the shadow with sinister music playing, "Captain Boris?!'

"Oh, I am in a good mood...I get you out of the way of my plan and get rid of the competition for Twilight." Boris remarks evilly as he smiles. The villain grabs the handle of the guillotine. "So long, Earth filth!"

Boris pulls the handle, causing the machine's blade to go right at Ben's neck. The Earth pony yelps and tries to get his head out with all his might to escape. It looks like he's doomed until...

"Oh wait, how could I be so stupid?" Ben asks himself in realization; He quickly teleport himself out of the guillotine. "Luckily this thing isn't magic proof."

Ben gallops off with the angry Boris chasing him, snapping, "Hey, get back here!"

Boris went inside the guillotine in an attempt to catch Ben...but realize that his tail is stuck. The villain tries to get it out as best as he could. Boris then hears a klang sound, making him yelp. Fortunately for Boris, only the back of his uniform was cut off.

And as Boris pulls his tail off, it only lost some fur. The villain groans, "Okay, got out of that one..." The villain chuckles nervously...and faints to the ground.

--------------

Angel, sensing something, quickly rush to the area where Spike's at with Fluttershy following. As the Dragon was doing his rounds, the bunny rush up and waves to get his attention.

"Huh? Angel? What's wrong? Is there something wrong?" Spike asks Angel puzzled.

"I don't know. He looks worried." Fluttershy said in concern. Angel nods as he quickly heads down a hallway, making the two follows him. They arrive at the scene where Pinkie was supposed to be on patrol...but no pink pony.

"Wait! Where's Pinkie Pie? She's supposed to be here..."

"I don't know. And where's Golden Heart and Pinkamena? And..."

"Oh no, Ben," Spike exclaims with a look of horror on his face. The trio rushes over to where Ben is posted at...but found only the cut out plant statue. "Oh man! Not cool. Something's strange is going on."

Suddenly the trio heard a creaking noise, making them turn to see a night stature shaking like mad. Fluttershy gulps, "Oh my..."

"Okay, whoever you are, better come out or I'm coming in after ya!" Spike demands, ready to attack. Just then the helmet opens and reveals Ben who came out of the stature. "Ben? What's going on? Why aren't you at your post?"

"Spike, we got to get the others and get out of here!" Ben exclaims frantically to Spike.

"Others; what do you mean? Do you know where they are? Pinkie isn't at her post and Golden Heart as well as Pinkamena is missing."

"And we haven't seen Applejack in a while and she was supposed to bring Angel his carrots." Fluttershy said in concern noting Angel tapping his foot in impatience.

"Gah, no; they got them already!' Ben exclaims in fear. He was afraid of this!

Ben grabs Spike and quickly prepares to escape with his pal. The baby Dragon said, "Wait, hang on! Who got them? Ben, stop!" The group stops as the baby Dragon quickly got his arm freed from Ben. "Are you out of your mind; what's going on here?!"

Ben quickly talk to explain of how Boris is planning on overthrowing Rarity and locking her up to become king. The captain was a villain all along who had the Earth pony trapped in his chair and is planning on killing off the new recruits. Ben then tries to explain that the remaining gang must escape before Boris kills the rest of them.

Of course, because Ben was talking so fast, the others couldn't understand him. They look at him oddly before Spike spoke, "No offense, Ben, but I can't understand what you're saying."

"Yes, please speak slower if you don't mind." Fluttershy said to Ben meekly.

"Oh, for the love of my mom," Ben exclaims as he grabs Spike then run out of the palace with Fluttershy and Angel following.

"Wait, hey, Ben, put me down!" Spike exclaims to Ben in annoyance. "I am not your luggage, pal! Besides, Boris will be angry if we left our post."

"Newsflash! Boris is the bad guy! He was trying to kidnap Rarity, married Twilight and is trying to kill us!"

"Wait, what?!" Spike asks in shock with Fluttershy and Angel stunned by what they're hearing. As the group is out of the palace, the Dragon manages to grab a lion statue before getting himself freed from Ben's hold. Spike lands on the ground before saying, "Wait! Are you saying that Boris is one trying to kidnap Rarity?"

"And marry Twilight, right!" Ben explains to Spike with a nod. The Dragon looks stunned, not believing what he's hearing.

"But...he made us musketeers."

"It was a lie! Boris wanted us to mess up our jobs obviously and when that failed, he wants to get rid of us! Boris didn't believe in us or was testing us."

"So it was all a lie?" Spike asks Ben in sadness and disbelief. All this time, Boris has lied to Spike and his friends. They were never musketeers at all. He only pretended to make them that way in hopes that their flaws would mess up their bodyguard job. However, Spike looks seriously as he spoke, "Well, lie or no, musketeers do not run from danger. And as long as we keep these uniforms, we won't either, right?"

"You got it!" Ben exclaims...then rips his uniform off to reveal his true self. He takes out a luggage which is labeled 'End of Equestria', "Every pony or Dragon for himself!"

Ben put his luggage on himself and prepares to make a run for it. Spike, Fluttershy and Angel looks shocked and disbelieved. After everything that the heroes had done, Ben is willing to abandon Equestria, even Twilight, just to save his own neck!

"Ben, wait!" Spike exclaims, causing Ben to stop. As the stallion looks back, the Dragon continues, "Come on. I know together, we can stop Boris. You remember how we rescued the princess?"

"I was hiding the whole time." Ben explains in sadness to Spike. "I didn't do much of anything."

"Still, tonight, you came back to warn us and that took courage, Ben. I will be right by your side...because we're friends."

"Yes, come on, Ben. We're the only ones left to stop that meanie Boris." Fluttershy said to Ben with a smile. "Do it, just for us?"

Spike reach out a claw for Ben to take. The stallion pauses a bit in hesitation, then he turns away in sadness, saying, "I...I'm sorry, I can't. I just can't. Forgive me...I am not friend. I am a coward..."

With that, Ben gallops off in sadness and shame. Spike calls out, "Ben!" But it's too late; the scared pony was long gone. "Oh Ben..."

Spike and Fluttershy look down in sadness. Pinkie, Golden Heart, Pinkamena and most likely Applejack are gone. Ben has abandoned the others. Looks like only Spike is the only one left to get into Boris's way now...

Suddenly Angel sniffs the air then frowns, making angry noises. Fluttershy puzzled ask, "Angel? What's wrong?"

Suddenly the two hears a familiar laughter, making them turn to see Boris arriving, with an evil smirk. He said evilly, "Well, well. If it isn't the one musketeer..."

"Boris, with the power of a musketeer, I put you under arrest!" Spike snaps as he grabs Boris by the hoof. He may be the only musketeer, unofficially that is, left, but the Dragon is determined to stop Boris. The villain however smirks evilly as he removes his hoof away from his enemy.

"Oh yeah, what a good one; I got something better. With the power of my hoof, I clobbered you!"

Spike was preparing to take his sword out but Boris quickly hits him with his upper hoof, knocking the hero out.

---------------

Spike woke up a while later, finding himself being held by Boris who has him in Dragon-proof ropes. The villain is taking the hero into a dark and spooky dungeon that appears to be abandoned and not used in hears.

Boris opens the door to the dungeon, taking Spike in while singing mockingly.

Boris: (My Little Pony)
I used to wonder what friendship could be
(My Little Pony)
Until you all shared its magic with me

Boris threw Spike into the chamber on purpose, then pretends to apologize, "Oops; My bad."

Boris manages to climb down the ladder into the chamber, picking up Spike who demands, "Let me go! Put me down! Don't make me bite you!"

"Please, I doubt you could bite into rock candy! Now hold still!" Boris snaps as he hold the struggling Spike then chains him to the wall by the waist. The villain got rid of the ropes. May as well since Spike can't get out of the chains. They are Dragon-proof as well. "Well, Dragon boy, this is the end of the line for you!"

"Shows what you know! My friends will be behind me soon enough and..."

"Ha ha ha! You mean that cowardly Earth filth?! He abandoned ya! That idiot isn't even good enough for Twilight!"

Spike looks down a bit, but kept on with his hope. He adds, "Well, Pinkie, Golden Heart and Pinkamena then! They as well as Applejack will come for me as well!"

Boris just scoffs a bit, saying, "As in that stupid pink pony, her lookalike, the golden Alicorn and the other Earth filth?! Even as we speak, they are taking a trip...a permanent one to the bottom of the river!"

"Well, what about Fluttershy and..."

"I scared them off; why do you think that I didn't bother capturing them anyway?!"

"Oh no, this cannot be happening!" Spike exclaims in horror and worry. His last chances of getting help appear to be going slim. "Well, I can still..."

"Haven't you got it by now?! You lost!" Boris snaps evilly as he uses his magic to grab Spike. "Face it, you small runt who probably can't swim. It's all for one and you are on your own!"

Boris taunts Spike to the ground, making him yelp upon hitting it. As the villain climbs up the ladder, he spoke eagerly, "I hope you enjoy your brief stay at the Tartarus St. Doom. I heard that the tide comes in faster than ponies. Ironic, ain't it? Well, as much as I would love to stay and see you drown, I got some tickets to the opera and I must be ready. In the words of Queen Chrysalis, this day is going to be perfect!"

Boris laughs wickedly as he got to the top of the ladder, slamming the door on his way out. Spike looks saddened and took his hat off. Boris is right. The Dragon has no hope of rescue. In fact, Spike wasn't even a musketeer at all! Who was he even trying to fool?

Spike sighs in sadness as he tosses his hat away then held his legs together. The poor Dragon buries his face as he cries, waiting for his inevitable fate.

----------------

Pinkamena and Golden heart along with Gold Wing watch. Golden Heart says, "Ok, they took the bait. Now we work our way to where they caught our friends then leap into action."

"Yeah and hurry before the high tide." Pinkamena said seriously.

"High Tide?"

Pinkmanea nods as she explains, "Yep, in just a bit, most of the sewer will be flooded and we are at that part."

"Well we better hurry." Golden Heart said. She nods as they follow from below.

Author's note
Oh no. The heroes are captured and/or about to be killed. What will happen next; in the next chapter, Pinkie and her group are about to get killed...but one of them falls for Brian. Guess who? Also, will Ben conquer his flaw enough to help save Spike in time? Read, review and suggest.