The plan was simple. For them, it was to hold off the armies long enough for Twilight and Flash to reach the top of Nightmare Spire and defeat Mother and Father. All while Rarity and Spike would make sure Night Fright didn’t prove to be a problem.

Seemed easy. Both Spike and Rarity knew it wouldn’t be.

Spike and Rarity arrived at the Rainbow Factory. They looked to see the titan airship had not left yet. They quickly landed at the front door of the Rainbow Factory. Instantly they saw the massacre that had been left. Who could have done this, they thought.

Spike returned to his main size so they could enter. Rarity pulled out her crystal blade as they opened the door and walked slowly in. As they walked through the hallway, they could see blood, body parts, and machinery strewed across the place. It was like the most twisted of horror scenes. Mysterious though was that throughout all the bodies, the spines were missing.

In the end, they could not worry who dropped all those bodies. They had to complete their mission.

******

Meanwhile, Doctor Whooves slowly began to wake up. He found himself chained on a sideways table. There was darkness all around. The last thing he remembered was being attacked.

“Looks like you're awake, Doctor.” The Doctor jumped at the voice.

“Night Fright, I know that’s you. Where’s Derpy? Where am I?”

“Oh Doctor, I thought for sure you would recognize this place.”

Suddenly the lights turned on, revealing the inside of the titan airship. The Doctor looked to see Derpy still unconscious, chained up beside him. In front of him, on the other side of the room, was the children. They were still in their tanks.

In the center of the room was the control console, Night Fright examining it. Suddenly the door opened as Alphabolts began moving a large, strange device inside. Night Fright gestured them to take it down the hallway.

Afterward he walked over to Derpy and Doctor Whooves.

“Get away from her.” The Doctor struggled.

Night Fright pulled back once he got blood samples from both. “I’m sorry. I just need to know if you two are one of them.”

“What are you talking about? What is ‘them’?”

Night Fright’s eyes widened. “Of course, you don’t know yet, do you? It’s probably a failsafe that you don’t know, that is if you are one of them.” He gestured to one of the alphabolts. “But let me show you.”

Soon an Alphabolt brought in a cage covered in a black cloth. Night Fright put the blood sample in a box and had an Alphabolt take it away. “It shouldn't take too long for the DNA to be checked,” he continued as he walked over to the cloth and pulled it off.

The Doctor’s eyes widened in horror. “What is that?!”

Inside the cage was a very strange looking creature. It had a pale white coat, reptilian eyes, a green mane and moth-like wings. “I call them fakers, though even I don’t know their true name.”

Doctor Whooves quickly realized something else as he looked. “It looks just like--”

"Yes,” Night Fright interrupted. “I know. They do look a lot like Cult Race don’t they? I suspect he may be of the same species. I also suspect that this Twilight you follow is one of them, though I can’t tell for sure without a blood sample.”

“So they are not ponies.”

“They are something else altogether.” Night Fright began to walk around it as he continued. “I have found they can shapeshift, but at a much greater rate. You can think of them like super changelings. Where changelings have to feed on some sort of emotion to survive, these do not.”

“What does this have to do with me and Derpy?”

“Oh but that is the best part of all. Your children are the reason.” He walked over to them. “You see I have found something quite incredible about your children, especially their DNA. They are half-fakers.”

The Doctor was aghast at this. Night Fright walked back to them. “Which leaves me one question. A question you two need to ask yourselves when she wakes up. Which one of you is real?” Afterward he walked down the hallway that the strange device was taken. “I’ll leave you two to figure it out.”

Night Fright soon arrived at a large room. The alphabolts were hooking the strange machine into the titan airship. Once that was complete, Night Fright walked over, placed the blood samples in two small holes on the front end. He walked over to the other end and pulled off his lab coat, then sat upon in like it was a throne. “Plug me in.”

Obeying, they hooked several wires into his gauntlets. He then leaned forward and laid his upper body on a round surface as he placed his gauntlets in two large holes. He placed his head in front of a stream. His back was now exposed, This revealed six holes in his back. Metal arms rose up and placed black metal pipes into his back, one in each hole. The black pipes were connected to wires that fed into the machine. Also, the pipes looked a lot like the pipes that were in the children. “Activate.”

Doing as they were ordered, they pulled several levers that surrounded the machine. This caused the machine to start harvesting magic directly from the titan airship in large amounts. Soon feeds from every camera on both the titan airship and the Rainbow Factory fed into the stream in front of his face.

He smiled, “Well I see that Spike and Rarity are here.” Checking the other feeds he suddenly frowned. “Oh, and it seems we also have one of the bringers of genocide too. It's rare to see the mare, but where is her husband, Cult Race?”

“Scans show that he is nowhere in the Rainbow Factory,” said one of the Alphabolts.

“What about the titan airship?”

“Scans cannot tell. The titan airship seems to have some sort of protection over it.”

“And I can only see so much with these cameras.” Night Fright smiled once more as an alarm went off. “Oh well, time to wake up my children.”

Soon the pipes on his back began to glow. All across the Rainbow Factory, liquid tanks opened. Stepping out of them were several hundred fakers. Each one of them had the same type of pipes running through their bodies. Soon even in the main room of the titan airship where the Doctor and Derpy were being held, the tanks opened. The children walked out. Doctor Whooves looked in horror. They moved with a zombie-like form. However, as soon as Night Fright twisted his hands in a direction, they followed. Left, right, forward, back. They were completely under his control.

He spoke into a speaker in front of his mouth. “Rise forth my children and hunt down our intruders. Meanwhile, my half-breeds,” he was talking directly to the children this time. “I want you to pour through the controls of this titan airship and get me full access.”

The Doctor hearing every word yelled out. “What have you done to the children?”

“Oh, it’s nothing Doctor Whooves. You see, the black pipes upon their backs are made from a special kind of crystal. The kinds of crystal forged by King Sombra himself. They allowed him to control his armies. Now they connect the fakers I have captured directly to my nerve system. Think of them like pieces of my body that I command with my will. The best part of this is the pipes are connected directly to the heart. So if you were to rip them out, you would kill them instantly.”

The Doctor frowned angrily. “Damn you, damn you Night Fright.”

Back inside the Rainbow Factory, Spike and Rarity heard everything. So did Selena Moondie. Soon the fakers found their way to the intruders. Spike and Rarity knew what they had to do, but they had to move quickly because they knew the unknown assassin that had killed all those Alphabolts would not be as merciful as them.

Selena Moondie raised her chain blades with a wicked smile. “Well let the massacre begin.”

Rarity and Spike quickly made their way through the fakers, making sure not to kill them. “So is it as you think, Rarity?”

“Yes. Using that many crystals requires a lot of magic. He’s a batpony, so he can’t rely on a personal store of magic and the titan airship can only hold so much. There has to be another source he is gathering magic from. It has to be somewhere in the Rainbow Factory.”

They ran through several hallways. Soon they found hallways too packed to get through. Spike grew to a slightly larger size. “Get on, I'll climb us across the ceiling.”

Rarity climbed upon Spike's back and held on as he made his way across the ceiling. They had to move quickly through several rooms and hallways, each one proving to be empty. Soon they found more bodies. They knew these were clearly dropped by the unknown assassin. They continued further into the Rainbow Factory.

Meanwhile, Doctor Whooves struggled. Derpy was still unconscious and the children began pressing buttons, trying to get access. The Doctor knew the titan airship had many locks in case of thieves. However given enough time, the children would get through. He had to get free and stop the children somehow!

He continued to struggle when suddenly the door flew open. Strange-looking chain blades flew in like magic and wrapped around the children. The strange-looking chain blades held them up in the air as Selena Moondie walked inside. She turned towards the Doctor. “Oh hello, you must be the prisoners that Cult Race told me about.”

“Cult Race? So you are his wife.”

“Yes, I am.”

The Doctor looked even more scared as the chain blades wrapped tighter around the children. “Please, let my children go.”

She frowned and placed her hand over her heart. “Oh, these are your children? So then you are their parents.” She swung them against a wall, knocking them out, and landing them in front of Derpy. However, the strange-looking chain blades were still wrapped around them. “I have never liked parents. My parents abandoned me. They left me to riot in a wooden box. So tell me why should I care about you?”

“Whatever you do, please don’t hurt the children.”

Soon Selena Moondie saw something in his eyes. A sign of genuine care. At that moment she released the strange-looking chain blades and pulled them back. She swung and cut the chains that were holding the Doctor and Derpy.

As he reached the ground, he ran to the children and Derpy. “Thank you.”

“I suggest you keep them close. I suggest you always love them.” Suddenly a strange-looking chain blade went by the Doctor’s neck, while the other one began to take out several cameras in the room. “Because I will not hesitate to rip your throat out.”

After making her threat very clear, she walked out of the titan airship. Once outside, she grabbed out a gem communicator. “Cult Race, mission complete.”

Suddenly the titan airship began to lift off. It seemed that she was too slow, for now, Night Fright had full control of the airship. Back in the large room, Night Fright had been watching Spike and Rarity and didn’t know yet the Doctor was free. He, however, did realize that the titan airship was now under his command. Flipping through the camera feeds, he soon got annoyed to find all but one of the cameras still working in the control room. He then saw the Doctor was free.

“Damn it, who set him free? I’m going to have to worry about that later. Time to wake up the Menos Grande.” Using the controls he woke up several Menos Grande that were hidden under the Rainbow Factory. The factory began to shake as several bay doors opened. Spike and Rarity looked out a window and saw the several Menos Grande making their way to Nightmare Spire. This was not good. Not good at all.

“That’s it, no more running around this place,” said Spike as he turned towards a wall, breathing fire. The walls began to melt. He and Rarity increased their movement around the place, looking for the other power source. They tore through several rooms and hallways. “We have to hurry! If he gets those things to the warzone, everypony will lose!”

They kept moving and moving. Soon they came upon the final room. Spike quickly tore the door down. Inside was the strangest thing of all. A giant machine, inside of which was a giant ring of swirling magic. It looked so strangely familiar. “I’ve seen this before,” said Spike.

“Where?”

“When I was seven years old. I saw a black rainbow shoot across the sky.”

“Wait, that was thirteen years ago. The day of Nightmare Moon’s return. I had heard that Night Fright went with Father on that day. He had to gather intel on something.”

“It must have been what allowed him to create this. Let’s shut this thing down.”

“I’m right behind you on that.” She swung her crystal blade and summoned a magical wave. The attack tore a hole right in the machine. Suddenly the place began to shake again. This time even harder. “Dear, I think that’s our cue to get out of here.”

“Right.”

Back aboard the titan airship, the machine that Night Fright was using began to act up, as small sparks began to shoot from it. He realized what was happening. He quickly cut the wires that were connected to the machine and got out of it. As soon as he did, the device went up in flames. They did it. The machine had been overloaded. Now all the ponies he was controlling fell to the ground unconscious. Even the Menos Grande fell. He got out and ran through the titan airship as quick as he could.

Suddenly he fell as a bone knife impaled into the lower part of his right leg. He turned to see all the Alphabolts dead and Cult Race walking towards him. “So, I’m assuming it was you that cut them loose?”

“Well, actually that was my wife’s idea. My plan was too straight up kill them. She sort of felt sorry for them. Though I thought it was strange since she has never like parents.” Cult Race walked over and looked down at Night Fright. “You were so close to figuring it all out.”

“So you’re currently working for whoever leads these faker creatures?”

Cult Race smiled and leaned down. “Do you want to know his name before I kill you?” He then whispered in his ear a name that sent chills throughout his body. Afterward he pulled back.

“No, he's just a legend,” Night Fright argued.

“Whether he is a legend or not does not matter. Soon you will be dead.”

Suddenly Night Fright activated a flash grenade. This blinded Cult Race for a moment. He pulled back in pain as Night Fright pulled out the bone knife. “You know, what your problem is, Cult Race? You enjoy killing too much.”

“Ouch! My eyes! Damn you!!”

Night Fright saw his chance to run for it. He ran quickly as he could back to the control center of the titan airship. He saw the children and Derpy still unconscious. He saw his chance to escape and form a new plan later. He walked over and got ready, but then the unexpected happen.

Doctor Whooves charged at him, attacking, knocking him to the ground. “You will pay for what you did!” He punched him in anger.

“What are you going to do? Kill me? I read your files, you’re a pacifist,” Night Fright argued. But the Doctor pulled him up by his collar.

“If you read my files then you should know that I’m not a good pony when I’m angry.” This time he punched him in the mouth so hard that teeth broke. Night Fright tried to stab him with the bone knife, but the Doctor jumped back. Once he was free, he ran to the controls.

The Doctor charged at him again with another punch. “Don’t you dare touch her!” He grabbed him by his shoulders and continued to punch him over and over. Soon, however, Doctor Whooves found himself stopping. “Why can’t I finish it?”

“Because your past refuses to let you.” Night Fright managed to say. “I know everything about you. You used to work for us during the first Dark War. You were in autopsy. You would clean up the bodies. And one day you had to tear up the corpse. The corpse of those children's real father.” The Doctor eyes widened in anger. “Yes, I knew from the beginning they were not yours. But I had to be sure about both of you.” Night Fright chuckled. He knew what he was doing. Not only was he a brilliant scientist, but also an ingenious psychologist. He knew just what to say. “Tell me, during any of the times you were with her, did you ever tell her that it was you who tore open his body?” He chuckled again as the Doctor got more angry. It was working. “And considering it was you who cut him open, you would be the best one to ask which is the faker.”

“Enough!” He punched him again.

“Face it, you’re just as sick as me, you know that.” Night Fright, knowing his words were getting to the Doctor, continued. “When you found Derpy, you saw a weak mare traumatized by her husband’s death and decided to take his place.”

“NO!!” At that moment he punched so hard, that he broke Night Fright’s jaw. He quickly pulled back afterward. “On the day I met Derpy, I swore I would never tear open another dead body again.”

Night Fright saw his chance and used the bone knife. The Doctor threw Night Fright overhead, towards the door. As he crashed into it, he raised his head. “I knew you couldn’t do it.” He coughed up blood. “You can’t even avenge them. You're a weak father.”

The Doctor looked at him, or more past him as his eyes widened. “I’m a better father than you.”

Doctor grabbed the ship console and held as tight as he could. Night Fright tried to question it, but before he could, a giant set of teeth ripped through the door. Spike’s teeth! They ripped into him and flung him out of the titan airship.

Doctor Whooves move quickly to shut the hole in the ship, as the air pressure began to pull. Pressing a few buttons, the hole closed. As it did, the Doctor fell to the ground as blood seeped from his gut. Realizing that Night Fright had stabbed him, he crawled his way to his children and wife before losing consciousness.

Meanwhile outside, Night Fright’s eyes slowly opened wide in horror. He had been flung into a mountainside. But that was not the twisted part. The twisted part was the fact that his lower half and his organs were now falling down the mountainside. He coughed up more chunks of blood before finally dying.

Rarity and Spike looked to their victory, but it was short lived as a giant fireball flew past them. They looked to see it head towards Nightmare Spire. At the same time, darkness began to cover the spire.

“Rarity, was that who I think it was?” Spike questioned in horror.

“I hope Twilight and Flash are ready dear because the battle just got harder.”

******

Author's Notes:

Well this was a good chapter. Spike and Rarity finally got their revenge, Doctor and Derpy found their children, and major villain was defeated. Though who was that giant flame?

Though if you're more curious about Selena Moondie, check out this story for some look back into her past. Because though her role is small in this, she plays bigger roles in the later stories.

As for the next chapter, Twilight and Flash must face their greatest enemies in the explosive Chapter 23: All Out War Part 3: The Burnt and The Wicked.