The dawn of the new morning struck the dew on the grass, everypony worked to recover the land destroyed in the terrible battle between the three Kaiju and the silver humanoid from the night before. The worked was aided by the presence of Princess Luna who had been working with her sister until the day began and Celestia was called to court.

The Monarch of the night’s work was almost finished, the destroyed remnants of the first two towers were almost compiled while the third that had contained the dragon beast was already placed in a large set of metallic containers to a holding area where ponies investigated in such things could observe them safely, the fact that such an area had both princesses targeting it day and night plus devices that would strengthen their attacks just made it better. However there seemed to be few reasons to worry, the cylindrical  towers were just the name on the box, nothing more nothing less, save for a small little box some distance away.

It was a bright silver prism, 6 inches long, 3 inches wide, and 4 inches tall. It was cracked, and the outer edges towards the bottom were melted while the awful stench of ozone in the air told predators to keep away. The last detail was the most useful as the area it had landed was known to the inhabitants around the unclaimed region was known as the ‘Everfree Forest”, a strange unclaimed area where strange magic kept at work to keep intruders out. The magnificent force that was the owner of this marvelous and strange land though felt uncomfortable, it felt a unique presence in the boundaries’ of its home.

As the day continued on strong animals began to approach the area, then some worked up the courage to walk in. As evening approached they went up to it, for a moment one of the stronger looking beasts saw it shimmer and stopped. Then the smallest rushed up to it and knocked it over, and then it looked at it and gulped. The bottom had been torn apart, nothing more, nothing less.

Until one monster realized something, if it was broken on the in, why was it punched from the inside?

In Ponyville the nightmares were coming with a fury, or at least that’s what he had been told. Ultraman Great watched through the eyes of his host while the pendant monitored those under his protection for signs of trouble. Rainbow Dash on the other hand was working with many other Pegasus to ensure tonight would be wonderful in temperament with a cool night by moving clouds, a process that still fascinated him despite knowing how it worked.

His mind wandered as he went over the last week and a half he had been here in this crazy town, and yes crazy was the correct term thank you very much. How the town ran from disaster to disaster was a an act of Ki-, no uh, Go-, no Celestia!, the diets while good had a massive amount of sugar and he meant massive, plus at least one pony (The Pink One) may be related to a interdimensional entity. Anyone else would tear their hair out at the chaos that ran this town, for him it was lovely for when it appeared he had a perfect vantage point; his biggest challenge would probably be waking up the Pegasus.

However some images of Soarin, Spitfire, the rest of the Wonderbolts, her, and a few cider keg related activities could fix that easily.

For now though he was content, his mind focused back on the outside world and he noticed Rainbow was heading to grab a bite to eat. He watched her go down to an apple filled tree and pick a succulent one, suddenly reminded of his predicament he heard her enjoy and then promptly fall asleep. Quietly he took over the taste buds and felt the apple’s taste.

Juicy, flavored like that apple juice Agent 340* brought back years ago, and that was it. Disappointed he couldn’t taste more without taking over his host, which was not something he was planning the Ultra returned control and decided to mentally prepare a report to his superior when he felt a disturbance coming, anger, foul intentions, and frustration pent up into a body, as he frantically scanned to see if it was hostile he heard the voice and understood where they were.

“RAINBOW DASH!” came the cry of Applejack whose hind legs struck the tree with such force that it cracked, or rather the branch snapped and came down waking the Pegasus who looked into the face of death. Applejack’s face was smeared with red paint, her teeth were crooked, and a skull rested on her chest, and what looked like skin was hanging from her body.

Alarmed Great said “Ranbow, focus and I’ll defeat this faux!” and then stopped when he heard her laugh.

After a moment the Pegasus said “A skull, really? Last year taking me to the Cider Machine and having it make red cider was scary, this is just sad.”

“No, this skull is mah sister’s boiled head!”

Then the sweet, innocent, and not dead voice of Applebloom came through the orchard. “APPLEJACK! WHERE’S MY COSTUME?”

“Really Applejack?” was Dash’s final line before the Earth pony took a look at her, “Alright then, this is for the apple.” She turned and the Pegasus could only gulp once before the haymaker came.

The resulting kick was amazing as it sent the mare half a mile into the sky before she recovered while Great said “That was amazing. Proof she is strongest.”

“What’d ya say?”

“Without wings she might’ve won the Iron Pony.” This annoyed her the most, and discussions into the legality had brought him many hours that allowed him insights into Pegasi and Earth pony culture.

“Hang on there!”

“No mouth, other Pegasus will stare.”

“I can’t do that when I’m angry!”

“Then be quiet.”

Rainbow Dash, Pegasus, fastest flier in Equestria, maniacal lover of the Wonderbolts, the element of Loyalty , and best prankster in said land suddenly had nothing to say as she realized Cloudsdale was coming up.

“This isn’t over.”

“I look forward to further verbally abusing you.” Although chances were she would be asleep in a couple hours.

With that the little cyan Pegasus flew to her home for rest, and to prepare for the horror that would come from her tonight and tried to mentally hide any plans she had for Ultraman.

The alien from Nebula M78 chuckled and continued on planning his report while probing her thoughts for the vengeance she was planning.

Where to start though? Probably with the situation, he then began.

YOUR EYES ONLY

TO BE READ BY ZOFFY, COMMANDER Special Situation Division

As of Ultra Homeworld date 875634/3/14/12H/43M/3S I have been on a new planet after chasing after lifeform “G” from planet codenamed “Wilfernio” to Ultra-Space-Coordinates 7897698698769W/3243245t524N/453422432W/243242352S where upon discovery of previously barren planetoid (Now since inhabited) where subject escaped by blasting method of escape all over planet in starlike pattern surrounding main landing area. Could not pursue due to damage to main internal energy circuits by explosion instigated by opponent until that moment when energy source offered deal for me to host dying inhabitant to allow pursuit. Deal was accepted due to high content of Light energy in source plus independent confirmation from mental sources around the planet and time of death was fast approaching. Became host of equine creature ‘Rainbow Dash’, a being who is connected to the energy, which is called the Element of Loyalty, after completing this action, fought mutated beasts Earthtron, Takkong, and Zazahn and was victorious over all three. However subject was not discovered among remains apart from those used to further change all three beasts.

After leaving area to recharge energy cells and return Ms. Dash to planet was intercepted by twin rulers of land whose rule host is under. After investigation was given warning by younger ruler, they left and I returned my host to planet.

In the time since then I have observed the culture. I will send details on culture in next report.

Further instructions and advice requested

Sent from the files of:

Ultraman Great: Agent 7185120

A good start, but one that needed clarification and cleanup, however dawdling on this one was absolutely the worst decision he could make, especially since his commander liked constant communication and this message allowed him to open a communications terminal to his commander, also with the device almost finished he needed the delivery Ultras to know where he was.

Sighing he realized it was going to be a long day for him on the writing section. He then shut off his mind’s connection with the pendant only allowing him only  mental connection to his host, it wasn’t like there was going to be any problems tonight.

A small Parasprite flew; looking behind it saw a small bird like monster with scales chasing it, screeching in fear the little bug flew faster until its wing struck a branch causing it to fall into the unforgiving ground. As it got up and looked around saw the world that had been until a few seconds ago been below it, the world was massive! Its fear vanished and was filled with wonderment at the world around it.

As has been noted by many scientists in Equestria the creature known as the Parasprite was not noted for self-preservation which was perhaps the only reason, that and their defenseless bodies that the world had anything on it.

Thus it didn’t see the giant toad coming for it.

The toad however didn’t see the thing that had caught the little bug’s goldfish attention span and had caused it to move back in fear.

As the tongue flew out a strange glow surrounded the little parasite and a menacing groan came out of its throat as the body part grabbed. Then as it was sucked in to the amphibians’ throat the thing glowed.

To any pony sized being the pop would’ve been the cause of a jump and a quick search. With no one around though the silent glade shivered as its own witness as the little parasprite left unharmed with the faint smell of ozone on it.

It flew towards Ponyville with its message of death, unnoticed to all much to the horror of several predators who vanished in puffs of light and followed with smells of ozone, in the sky the setting sun announced the beginning of the night of Nightmares.

Tonight would bring a new nightmare though.

Several hours later

The alien of the M78 finished his report and then reopened the connection to Dash and was surprised to see her awake at the late hours given her schedule and sleeping habits. Then he saw her eyes had glass over them, goggles perhaps?

Then he saw she was on top of lightning cloud, and there were ponies beneath her.  Then with a suppressed cackle she sent a lightning bolt at a large group of fillies scattering them.

   Sighing to himself as he reflected on her behavior, the silver giant saw other little foals, fillies, and adults of both sexes wearing costumes and collecting candy. He recalled his other travels and realized he had seen nothing like this before, the warrior of light then asked “Rainbow Dash, why are these ponies dressed up in costumes?”

“Well, I think it has something to do with Nightmare Moon?” She replied sheepishly trying to not to open her mouth praying that he would accept that.

Ultraman then asked “Despite the few days I’ve spent with you I’ve learned little about Equestria so forgive my stupidity when I ask who Nightmare Moon is?”

“She’s Princess Luna, something about an evil form years ago.” Rainbow muttered quietly as she aimed a lightning bolt at a pony in a chicken suit.

The silver titan then remembered the loud and youthful ruler, and then shuddered; yeah he could believe she could've been corrupted into something foul, although Celestia did have those eyes, those old eyes of a strategist. Personally he didn’t know if he feared Celestia’s velvet glove or Luna’s iron fist more, his mind quickly went to happy thoughts on other subjects that didn’t involve them.

“So why are they dressing up?” He asked right before she launched the thunderbolt, the resulting electric beam struck the ground some distance from the target.

“You made me miss!” Rainbow growled as the chicken pony moved to a house, unnerved instead of frightened.

“I didn’t know you were firing at that exact moment.” The Ultraman lied; anyone in a chicken suit didn’t need the added humiliation of acting like a fowl with its head cut off.

“I don’t know, why don’t you use your psychic vision or something to find out? I’m busy.” She hissed these words out. Recording the reaction the alien then decided to watch, and wait.

Then he heard it.

A strange hiss in the atmosphere, unknown to all on this world but him through his travels and the subject of his mission.

They had come.

Great then said “Rainbow, we have company coming soon. Keep an eye out.”

Rainbow stopped, the warrior inside her hadn’t given warnings like this before. She then said “What should I look out for?”

“A mutated object that is familiar. That is the form the Gudis takes.”

The little Pony gritted her teeth, the pain from Earthtron’s fire still remembered by her, and learning that the draconic being had been mutated by the virus known as Gudis had earned a newfound dread on its name.

“Alright, where is it?” she muttered.

“Unknown, I heard it whisper of dread. With luck it’ll start small and the worst it can do is become a piece of pottery that we can deal with in a dark alleyway. There’s little minus energy here, and apart from someone like Nightmare Moon herself showing up and causing havoc there isn’t going to be any. That’s why I want eyes? Is that thunder?”

Then out of the sky came a carriage pulled by two grinning guards with vampiric features, in the carriage was a hooded figure, then the hood came off and a grinning dark blue mare with sharp fang like teeth popped her head out.

Great and Rainbow Dash thought only had one thought; only difference was in the language.

“F-B-UCK!”

“Alright, as long as she doesn’t do anything stupid we should be just fine.” Great said  as Princess Luna, former queen of darkness, got out of the landed carriage and approached the bowing and fearful populace of Ponyville, Pop. 300 as of the last census with her head held high.

“Well we should be okay, it isn’t anyone dangerous.” Rainbow Dash said.

“I mean, its not like she appeared here as Nightmare Moon right?” Great said, then both realized what they said and remembered the possessed Mare’s appearance.

“And there goes the neighborhood.” The Pegasus said flatly.

“Good news is if she keeps this up Gudis will initiate a gigantic transformation and he won’t use stealth at all! Bad news, Gudis will be a giant.”

“Should we tell Luna this?”

“Yes, I don’t think she wants destroyer of Ponyville on her resume.”

“So how do we do it?”

“Wait for an opening.”

“And then?”

“That’s my problem.”

“Good I thought it would be mine.” She said with a grin, “Although I don’t have fear of her unlike someone I know.”

“Rainbow, why are you hitting yourself?”

Then he took possession of her hoof and Rainbow gulped as it faced her.

Down on the ground Luna and Twilight heard a thud and looked around.

“DO YOU KNOW WHAT THAT SOUND WAS?” the Princess of the Night asked and Twilight shrugged. They both continued on to Fluttershy’s house in the hope that Luna would learn to speak in a tone that wouldn’t incur terror.

A few hundred feet away Rainbow Dash was seeing stars, very pretty stars, then she shook her head and the stars in her vision faded.

“Alright, I was being jerky then.” She said with a choice word about the Ultra being muttered and rubbed her nose.

“I actually didn’t think that work. Looks like we’re more compatible than I thought, now let’s follow that Alicorn and the Unicorn!”

“Secret Agent Dash on the case.”

Then the pony flew into the distance, as they left Bon-Bon entered the alleyway and looked around, she then said “I could’ve sworn. Nah, Someone having Nightmare Night tricks with me.”

She then left but kept looking around nervously.

Further in the forest the Parasprite found a target suitable for its master, a large form that wasn’t organic, leaving lots of room to modify, and plenty of energy.

Then the Parasprite’s body vanished in a flash of flame and out of it came a large cloud of gas, green in color which flew into the form. For a moment its new home glowed and then all was still.

For now silence ruled.

Sometime later the Pegasus and Ultra were discovering how difficult it was to get near the Princess who had kept near Twilight and the citizens of Ponyville for near an hour. The two were growing very annoyed as time dragged on and Gudis’s song of despair remained low but noticeable to Great, the Pegasus although she couldn’t hear it felt something wrong in the air as the night dragged on.

Then around midnight Great said “She seems to be enjoying herself.” As the Princess shot two pumpkins from a pair of catapults with enthusiasm evident in her manner.

“Yeah, and I want to prank people and want Gudis out of town. Why don’t you contact her?”

“Unlike other members of my species, 1451519 especially my psychic strength is limited. Plus I don’t have proper setup of communications so contact will be painful if I don’t which may cause her to block me out. Something I will rectify tonight.” Great explained.

Rainbow sighed and laid down on her stomach in the cloud located a little bit from the town square, “This is boooring.” She muttered.

“Could never get used to boredom myself, anything you want to talk about? I find it passes time.”

“Yeah, there’s this mare called Lyra and-“

“Oh, yes her. To answer the upcoming question, humans do exist. No, we are not human. We are just bipedial super-advanced beings with solar energy in our bodies.” Great interrupted with his explanation.

“Do you have a boss?”

“Zoffy. My Commanding Officer, Master tactician, strongest single beam in this galaxy, saver of galaxies, and someone you don’t cross.” Great said with a shudder.

“He sounds scary.”

“Ever had someone who never raised their voice but whose actions were swift and terrifying?”

Rainbow remembered her drill sergeant and nodded, “The only creature in Equestria I couldn’t and wouldn’t prank.”

Great chuckled, “Same here, I had to put away my prankbook when he took control of the recruits to see who would be part of his group. One night in particular catches my mind, it also happened to be my last prank on my 2nd home, the main planet of the M78, Grasian.”

“What happened?” Dash asked with some curiosity.

“I won’t tell you full details but let’s say the prank involved ten gallons of paint, cannon, and a schedule of a guy who was a rival for a girl I liked. Zoffy came into the room as the cannon fired-“

“No.” Rainbow said and she shook when Great replied in the negative.

“You’d think so. However he jumped out of the way and the rival got hit. Now I was prepared to clean up the mess, however my plan revolved around a higher-up not knowing about this.”

“Well this can’t end well.”

“15 hours later I had finished cleaning the mess with a little brush and nothing else allowed. However he was impressed by me and he put me through a series of tests. I thought he was still punishing me for the prank when I get called into the office of the recruiter.”

“And he wanted you for his group several years early?”

“Yes. Oh right, Spitfire had a story like that, well the latter part anyway. Now my title, I am called Ultraman Great. Sounds pretentious right?”

“Yeah, ever since you told me your title I did think you sounded vain.” She admitted.

“I won that in battle, six months afterwards I was called to keep an eye on the border between two planets, Pedan and Banda. They were having a conflict over owning a planet’s special metal supply. The natives weren’t having either side have it and asked for our help. I was sent with ten others.

One day I went for a solo patrol, unauthorized and random just to cause both sides unease at the thought of attack when of course they attacked, all 2,000 ships from both planets. For over two days I was kept busy holding them back from the planet. The other ten were kept busy by an attack on their base by mercenaries who may or may not have been paid by either side to keep them away. Finally some ships broke through and I came to the rescue, I nearly didn’t make it but kept them away from the metal deposits. However help came from several Ultra squadrons and the grateful natives decided that I earned the right to wield their metal.” The Ultra said with some pride evident.

“So where is the metal?”

“Being repaired, it’s a shapeshifting metal object that uses my mental powers to change its form, which is a sort of magic for us, some 29 months ago I was fighting on a planet called Zemi when an alien called Zelan used a creature called Plooma to cause me to come, I used the metal and of course he took control of it. If not for the quick actions of one of the inhabitants he would’ve had control of it until I regained power, so now it’s in the workshop being refitted to prevent such actions.”

“Yikes.”

“Let’s say the events leading up to that and the Rupert, the people of that planet; actions were some of the creepiest events in my existence. Pray you never have to face that.”

Before the Pegasus could reply a commotion was heard, out of an alley came the fowl pony, behind her came Twilight and Luna who were shocked by the turn of events that happened in the alley. Then warning lights came on in Greats head as he noticed Luna’s despair.

“Damn, she had to come tonight.” Great said, “I thought it couldn’t get worse but it could.”

Dash then replied “It can get worse with Gudis?”

“If a soul is in despair the Gudis takes over its body.”

“Really?”

“Now you see why its taken us so long to get to defeat Gudis and weaken him.”

“Now I see. Let’s follow the Princess!”

“Not so loud.”

The young Pegasus turned to see other ponies looking at her, she then buried her head in the cloud and said “We need a better way to communicate.”

“It’s not like anybody knows it’s you, right?”

Then several ponies said “I don’t think she’s in a pranking mood Ms. Dash.”

“I KNOW!” She roared back.

“Do you do this every year?”

“The lightning cloud prank, no. Pranking important people at late hours, yes.” She replied sheepishly.

“We’ll then go on foot. No one will expect that.”

“Yeah, and it’s been four years since I’ve done a on foot prank!”

“The scary thing is I can believe that.”

The duo headed out to follow the Princess, taking an around route to ensure secrecy, as they were tracking Great said “Stop.”

She looked down to see a burnt remain of a large bird, both understood.

“It’s around. Just perfect.”

They then rushed onwards when a pair of voices caught their attention, quickly recognizing them the two came upon a small clearing where Great groaned, good news was Luna was safe, Bad news, Nightmare Moon, just Nightmare Moon.

A large cement statue stood over Twilight and Princess Luna, a (Admittedly) excellent representation of Nightmare Moon, but Great saw more, he saw its organs, its new life, its hatred, and its predatory nature.

He then decided that Luna must be warned, turning on a communication at a low level of power he said “Princess, run. Don’t look back!”

Luna cringed but then recognized the voice, she turned to Twilight and said “We must run now.” As a stone cracked, Twilight and Luna ran. Behind them the form of Nightmare fumed, somehow its prey had known. Then it felt the presence, the head turned and faced a pony with a look of fury on its face, then the roar that was heard in Canterlot came from its newly formed organs.

“Gudis, nice to see you again.” Great said mentally.

“UTORAMAN GRETO, YOUR DEFIANCE IS ANNOYING, YOU SHALL DIE UNDER THIS MOON!” Came the grating response of the Virus, now equine formed creature.

“Glad to know the vocab’s improved since our last meeting.” Came the annoyed response.

“Thinking NOW!” Rainbow said and found another memory, her body glowed while Gudis creature No.1 of this world glowed green.

Both aliens flashed into massive existence on opposite sides, with Ultraman Great on the left and Gudis Moon on the right some 300 feet from each other.

The Fake alicorn’s horn then launched a burst of lightning while out its mouth came a stream of plasma, the Ultraman then placed both arms over the chest forming a barrier that deflected the attacks.

Roaring the beast charged while Great crouched, as it was practically on him he leapt up striking its chin with his head. He then aimed his foot at the enemy’s head and his foot struck the beast in its head sending it into the ground, fifteen feet to be precise. Leaping off he landed some feet away and then made the plus with his arms launching millions of spacium bullets with accompanying invisible lasers at the beast whose skin exploded revealing part of its inside which had a complex organ system.

Then the wings opened and Great saw that they weren’t meant for flying, although he was impressed with the feather missile launchers in the wing. He then flew up to avoid the oncoming onslaught which annoyingly followed him into the air. Preparing to turn and fire he heard explosions, looking back he saw feather missiles dying under violet and blue energy bursts from Twilight and Luna.

He then stopped and faced the missiles and held out the palms of his hands, inside them two 50 inch gatling cannons started. A stream of energy bullets flew out striking the feathers then he turned the loving attention to the faux pony who wailed under the burst. Then lasers launched out of its eyes striking Great in the chest, nearly falling but recovering the alien warrior launched another Spacium Stream at it causing more protesting roars.

Great then saw it open its mouth at him, he prepared for the worst.

Out of the Faux’s mouth came a stream of acid which burned him, as the acid finished the teeth flew out propelled by rockets, flying into his body the giant roared in pain, then did a dropkick on the fiendish beasts lower jaw sending it flying.

The monster roared as acid flew out with less pressure onto its chest causing a sizzling to be heard over the land. Great saw his chance, it was ti-.

And then the tongue flew out and trapped his arms and legs. Then lightning came out of the horn along with laser beams from the eyes. Great cried out and then with a thought that could be heard for miles he roared a nasty word as the power timer started.

“Excellent, My little trap worked after all.” Gudis said with glee evident.

Then a bright light caught their attention, turning his head Great saw the two Princesses charging up their attack with a few other unicorns.

Nightmare Moon’s eyes widened as the massive beams tore into its body causing a screech and destroying the tongue.

Great leapt up and then held out his right fist and launched energy bolts into the area where the lower jaw had been.

The creature screamed in fear as its presence vanished and its death began as after every energy bolt the Ultra held out the other fist launching a stronger energy bolt. After repeating this ten time for each side, then both arms in unision launched their attacks, then his power timer sent a blue stream of energy to both arms and he sent them forward launching a long blue lance of energy that flew into the Gudis body and caused it to vaporize. As the body vaporized the statue collapsed into dust leaving no evidence that it had existed in the first place.

Great finished heaving for a moment and then turned to the populace of Ponyville and the monarchs of Equestria, “Thank you all for your assistance, You did Equestria proud!”

Then he flew up, but before he finished he only heard one thing from Princess Celestia, “DAMN YOU ULTRAMAN!”

As he flew up he realized his levels hadn’t been adjusted for his giant form, embarrassed he kept flying praying that either princess or the town would need help in the future.

As the atmosphere approached his body launched a large blue orb into the sky, as it flew past the thin barrier a small hole in space opened for it and it flew through. Nodding he then recharged in the atmosphere, the comforting light giving him power. His body then vanished into the pendant and Rainbow Dash took his place as they fell back, vestiges of his energy shielded her from the onslaught of heat. As she landed she realized the day had started to come and she had a headache.

Then the headache’s power came as Great said “You too I’m afraid. Can’t talk!” She then roared “YOU WILL PAY!” as she was knocked to the ground unconscious.

For the next week many ponies would be practically deaf and silent while recovering leading to one of Ponyville’s most peaceful times in many months as groups like the Cutie Mark Crusaders were out of business.

Next Chapter: Chronicle 3 Part 1-The attack of the Sea Titans! Estimated time remaining: 15 Minutes