The arena had been drenched in blood, and dozens upon dozens of mangled corpses were strewn about the ground. In times of war or violence, Butch would often be lost in his own passion. Granted, Butch wasn't passionate about the blood or gore. Butch drive was derived from his determination to end a conflict before the screams returned, before he could hesitate. If he did, the mobs of bandits would surely overwhelm him.

"Release the fifth wave!" Ashurr snickered through his microphone; he was obviously enjoying himself. Butch was tearing his bandit clan apart like a relentless berserker.

The metal gate beneath Ashurr's balcony opened once again, releasing another horde of crazed marauders armed to the teeth. Most were armed with blunt instruments like clubs or sledgehammers, but the odd one had a makeshift submachine gun or a revolver¬. Butch attacked the gun-wielders first, as they often fired upon his face, and while Butch's armor provided ample protection against such an assault, the combined-fire pinned him in place, stopping his advance. Butch's armor was extremely heavy, as most things composed of cordium are. While cordium was much stronger than steel, it's weight made it unfeasible for anyone but ponies like Butch to use; his limbs granted him the strength to make the armor practically weightless.

Butch strafed left and right, dodging incoming bullets with ease, and he leaped over the crowded gang of melee-bandits, landing on the head of one of the three gun-wielding ruffians. The weight of Butch's hooves crashing down on the bandit's head crushed him like a fleshy tin can, splattering what was left of him across the blood-soaked ground. Butch then moved on to the next gun-toting foe and grabbed his large, curved knife of his utility belt, driving it into the eye-socket of the helpless thug. Butch realized he had turned away from an approaching machete-bandit, and he quickly remedied his mistake, pivoting around and slamming his hoof into the blade-wielding bandit's chest. The bandit coughed up pints of blood as Butch's armored hoof obliterated his entire ribcage, rupturing almost every major organ in his chest area.

Butch drew his revolver and blew off the head of the next gun-bandit with deadly precision. Another marauder charged at him with a sledgehammer, lifting it up for an overhead strike. Butch evaded, then grabbed the bandit's head, twisting it and popping it off like a cork, splattering blood all over his helmet's visor. Butch shook his head frantically to get rid of the blood then turned, punching another attacker who had a knife square in the jaw, causing his eye to fall out and the whole side of his face to cave-in. Another thug lunged at Butch with a lead pipe, trying to bash his head in before he could react, but he didn't stand a chance. Butch reacted before he could even touch him, drawing his shotgun and blowing the entire upper half of his body to smithereens with only one barrel– four gauge shells didn't mess around.

Butch spun around once as he jumped, building up enough momentum to drive his fist through the chest of another psycho to tear out the throat of another behind him. Butch then knocked another to the ground with a leg-sweep, and he followed up with a lightning fast elbow to the downed enemy's face, smashing the attacker's skull to pieces. A thug brought out a grenade from his belt and pulled the pin, attempting to throw it at Butch, but Butch saw it coming, and he shot the grenade with his revolver, causing the bomb to detonate in the hand of the thrower. The blast pushed Butch back a little, but it had devastating effects on everypony else. Fragments from the grenade killed all of the remaining fighters, leaving only Butch once again.

"Very good, very good indeed! You're still quite the fighter, Butch! Of course, you have me to thank for that. Without me, you'd just be a mangled torso." Ashurr taunted Butch, reminding him of all the horrible experiments he conducted on him whilst he was imprisoned in his deep-science laboratory. "Release the armored thugs!"

With that, the towering metal gates of the pit lifted again, and a small group of six stallions in mechanized armor stepped out, aching to tussle with their heavily armored adversary. Butch refilled his shotgun and revolver, loading them with armor-piercing rounds. While their armor appeared quite durable, Butch could tell it was made out of reinforced steel, not cordium like his own. The armor-piercers would go through their plating with minimal effort, but with the physical augmentation such armor endowed on its wearer, Butch had to take note of their advanced speed and strength. They all were equipped with shotguns and light-machine guns, one even had a rocket launcher; Butch knew he had to take out the one with the launcher first, as he posed the largest threat. However, he had to be careful, as he was beginning to run low on ammunition. He had to make every shot count.

Butch charged forward, bullets kicking up the dust behind him. The fighters were astounded by Butch's incredible pace as he evaded their fire, ending up on their side of the sizeable arena in a matter of seconds. Butch quickly counterattacked as he fell into a combat-roll, drawing his pistol out to shoot the armored stallion with the RPG first. He fired his first shot, but it glanced off of the side of the gunner's helmet, barely hitting him. In response to Butch's attack, the launcher-thug fired a rocket at Butch' s hooves as he retreated, hitting Butch in the chest just as he began to jump forward.

The fragments didn't affect Butch, nor did the heat from the explosion, but the concussive force did stun him for a few moments before he regained his senses, allowing the armored squad to lay down suppressive-fire on Butch. Butch stepped back and shook his head furiously, angered with the fact that his body wasn't keeping up with his own determined mindset. Butch grabbed a grenade off of his utility belt and tossed it over to his foes to distract them so he could regain his vision, ducking behind a pile of corpses for cover. The grenade was one of Evelyn's prototype neutron-grenades– explosive devices that sucked up metal objects into a magnetic-singularity. The grenade sucked up a few guns, and it managed to crush and consume a single armored stallion before the energy within the artificial singularity fizzled.

"You can't hide from us, asshole!" The marauder with the rocket launcher shouted at him, loading his weapon to demolish Butch's cover. "Eat this!"

Butch hit himself in the head until he finally stopped seeing double, and as his hearing returned, he heard the sound of an approaching rocket. His reflexes quickly kicked-in, and he ran out of his cover, escaping before the rocket could impact him again. Butch pulled out his shotgun, charging it up with the arcane energies within his magically-powered heart. He aimed his massive gun at the launcher-wielding bandit, giving him all three barrels just as the smoke from his launcher settled. The shotgun released a volley of magically-charged, blue pellets that tore through the ranks of the armored squad, melting and boring through their thick armor with ease. Three had been killed, leaving only two left; the one with the launcher– sadly –and another, whose equipment had been reduced to two basic combat knives after the neutron-grenade stole his previous weapon.

As the bandit with the rocket launcher aimed at Butch, he dashed all around the pit in zigzag patterns, confusing the gunner with his agility. Butch then closed the distance between them, dispatching the knife-wielding foe who blocked his way by snapping his neck, then he moved on to the launcher-bandit. The thug dropped his launcher, realizing it was foolish to fire his weapon at such a short distance, and he brought out his pistol, aiming at Butch, who was fast approaching. Butch reacted, ducking his head in time to dodge the ruffian's first shot, then he knocked the weapon out of his grasp with a firm palm strike to the back of his hand. Butch followed-up immediately and struck the bandit in the neck– where his armor was thinnest. The blow stunned and staggered his foe, and Butch took the opportunity without any hesitation; Butch pulled out his revolver and blasted the poor stallion's helmet and brains apart with a point-blank shot to the forehead. The last fighter's lifeless corpse fell to the ground with a thud, and Ashurr grinned at this, clapping vigorously for Butch.

"Marvelous! Simply marvelous!" Ashurr cheered as he raised his overhead microphone, allowing the crowd of thugs and lunatics to speak for him; they were rooting for Ashurr to step into the ring and fight. "Looks like my friends here want to see some real carnage, Butch! How can I refuse such a request?"

Ashurr stepped onto the railing of his spectator's box and leaped into the arena, the psychotic audience raving and ranting like a canopy full of primal apes as he raised his arms up, showing off to the crowd. Butch scowled and scoffed under his breath, clearly witnessing just how mad the former deep-science officer was.

"You're outta your fuckin' mind, Aschetunn..." Butch shook his head at the delusional stallion, who was sticking his tongue out like some beast about to attack. "At least you didn't lose your narcissism."

"Oh Butch, I have to admit... you're right. Years of breathing in all of that wonderful mystery-gas really loosens a few screws in the old noggin!" Ashurr snickered as his burnt and leathery face contorted into a toothy, rotten grin, his hands becoming coated in thick clouds of smoke and ash. "Let's quit wasting time, huh?! I'm in the mood for a rumble!"

****

Gar Nichts was incredibly fast, so fast that he appeared to be fading in and out of existence as he wrapped his body in an even thicker layer of steel chains. While Winslow was sharp enough with his witch's eye to catch him, his sword blows simply bounced off of Gar Nichts' chainmail body. Gar Nichts could loop around Winslow by passing through one of his chain portals, slapping him with a chain before Winslow's eye could see him move.

"This one is incredibly agile..." Winslow grunted as he recovered from one of Gar Nichts' attacks.

"I thought your eye can predict an opponent's next move...?" Fluttershy wondered; it was odd seeing Winslow struggling in a fight.

"It can, but only when I'm in direct eye-contact with my foe," Winslow explained as he gripped his sword tighter, readying himself for the next attack.

Chains burst out of portals opened on the ceilings and walls of the experimentation wing, knocking Winslow and Fluttershy around like ragdolls as they lashed about. Winslow recovered easily, but Fluttershy did not fare as well. She was holding back, trying not to embrace her vampiric nature and go on a mindless rampage like she did when she killed those changelings at the docks weeks before. Fluttershy lusted for blood, so much so that she almost considered trying to drink her own in a desperate attempt to calm her bestial urges. The struggling pegasus sweat profusely as she stood back up, reluctant to even go near Winslow as he tried to shield her from the shifting walls of metal.

Winslow became fed up with the slippery foe's antics, and Winslow charged up a sword strike, two more, smaller witch eyes sprouting next to the original as his blade became coated in his magic. "Third Eye: Soul Reaper!"

Winslow spun, and his sword did with him, cutting the air and releasing small whips of magic energy, extensions of his blade that cut through the chains like butter. Gar Nichts was caught in the cyclone and was struck in the chest, the attack removing all of the chains in that area on his body. He began to whimper and ramble incoherently in anger.

"No! No! No! You cut me! You saw my skin! You're evil! Evil, evil, evil!" Gar Nichts screamed like a maniac as he retaliated, summoning more chains that whipped and lashed about. "Die, die, die! Leave me and mother alone!"

A tsunami of clashing and clanking metal flew past Winslow and struck Fluttershy across the head, sending her tumbling backward into a wall. She grit her teeth, holding back the animal that clawed at her heart; it was teeming with endless rage.

"Fluttershy-!" Winslow cut himself off as he saw Fluttershy's eyes darken. "Oh no..." Winslow quickly ran to Fluttershy, placing a hand on the back of her neck. He was shocked to find that she was not only perspiring, but that he could feel a pulse; her body was on fire. "A heartbeat? But that's-... impossible..."

Winslow watched in horror as Fluttershy's teeth began to twist and grow into razor sharp fangs, and he was even more taken aback by her eyes, that were beginning to darken to the point where there was no longer white in them, only red irises in empty pools of blackness.

"Winslow... it hurts!" Fluttershy clutched her chest, feeling it burn with an agonizing intensity. "I don't know what's happening!"

"Fluttershy, try to fight it! I don't know what's going on, but you have to focus! You cannot lose control!" Winslow instructed his anguished companion frantically as he turned to face her, letting his guard down.

Two chains shot forward out of a nearby wall, threatening to impact Fluttershy's chest and crush her. However, before they could do so, Winslow tossed her to the side, blocking one of them with his sword. The other pierced his armor and lodged itself into his gut, puncturing his innards. Winslow reacted, and removed the chain with his hands before it could do further bodily harm to him. The wound, sadly, began to affect his consciousness as blood began to leak through his armor and leather overcoat. He fell to the ground, the world spinning around him.

"Winslow!" Fluttershy cried in shock as she watched him fall. She then felt her inner beast stir even more. "Raagghh!" She roared in agony as she felt two masses of bone grow on her forehead, piercing through her skin. "I-... Arraagghh!"

Fluttershy's boney protrusions eventually curled back, forming menacingly long and jagged horns, and the hair on her tail disappeared; replaced by the tail of a writhing serpent. She screamed and wailed as she felt the muscle on her body grow and harden, and long, sharp, dragon-like claws replaced her small and delicate hands. Fluttershy became taller, her body became more shapely and toned, and her usual blouse was tattered and ruined, barely able to accommodate her new body. She felt an infinite anger wash over her, a grotesque hatred. However, she kept her eyes on Winslow, focusing on who she was and her goal in mind. Fluttershy felt a new, unbearable power, one that shook the ground beneath her.

"Those horns... that tail..." Winslow gawked at Fluttershy as he laid on his side next to her, clutching his wound. "She's not just a scârbă or any other simple demon... what is she? Could she be-...?"

Fluttershy's expression was dripping with bloodlust. She wanted to tear Gar Nichts apart, crush his heart in her hand. Rage sharpened her mind until was nothing but a razor; she immediately knew what do with her power. It almost felt instinctual to her. Her bat wings unfurled, startling Gar Nichts and striking fear into his heart. He began to shake and quiver nervously as Fluttershy stretched out her wings menacingly, casting her shadow upon him.

"Y-you're evil! Y-you're a monster! A d-demon!" Gar Nichts stuttered as he began to layer his body in chains again, preparing to defend against an impending attack from the growling she-devil who began to walk forward towards him. "Stay away!"

And with that, Fluttershy flew at him with the speed and ferocity of an angry dark god, smashing through his defensive chains with casual ease with the back of her hand; her strength completely caught Gar Nichts off guard, and it left him wide open. She gave him a swift slash with her right claw, cutting through his chain armor like it was nothing, leaving his body exposed once again.

"No! No! No! You can see my flesh! Evil! I kill evil things like you!" Gar Nichts ranted like a child as he stepped back, threatened by Fluttershy's mere presence. "Mother didn't warn me about you!"

Author's Notes:

Now it's time I gave you a taste of what I have planned for Fluttershy in future arcs! As always, I hope you enjoyed! See you in the next chapter!