Author's Notes:

This is as far as I've rewritten. Open to crossover possibilities.

Canterlot City, Equestria #2651915

Alexis sighed softly as Celestia turned into the small shop, noticing she glanced longingly at the doughnut shop before he smirked. “Have a sweet tooth, Tia?” he teased, amused as the Princess jumped in surprise before she blushed.

“Few know of that particular nickname… specifically… a sibling,” she said softly, her tone reminiscent. “But yes,” she finished.

He noticed that she didn’t say who that sibling was, nor did the press for that information. He shrugged. “I don’t think I had any siblings that I can recall, though I could certainly see you three as siblings,” he murmured. He felt Cadence press against him almost as if she were hugging him as he felt Celestia’s wing brush his back, his wings shifting in response.

“I’m pretty sure we’d like that,” Cadence’s voice was soft, amused.

“You know, you’re going to have to learn how to use those wings. Since they’re pegasus wings, they have their own unique magic, though that being…. Harpuia, I think you called her…. may help with that, I think,” Celestia said softly. She sounded like she was thinking aloud, though he got the feeling that she knew of ponies that could help him in that as well.

“You say that like wings can do something with the wind,” Alexis said quietly as he slid into a booth, letting Twilight settle next to him. She seemed rather sleepy before he smirked slightly, catching Cadence’s eye who smirked in return as he tilted his head before he blew an obnoxious raspberry on Twilight’s barrel, making her eyes snap open as she squealed in surprise as Cadence laughed. Celestia, however, laughed more softly and demurely.

"How do you know they can't?" Celestia quipped with a small, playful smirk.

“What was that for?” Twilight said sleepily.

“You do want to eat dinner, don’t you? After all, the last thing we need is a hungry filly,” Alexis quipped, amused as he tickled Twilight, making Cadence smirk as Twilight squirmed and laughed. She suspected he would get along well with Shining Armor, unaware they’d already met.

Twilight squirmed before she pushed against the human’s chest, slipping out of his arms into the seat near him. “Meanie,” she mumbled.

“I’m more playful than mean. At least to those I like. Those I don’t like…. well, if they’re smart, they won’t antagonize those I like or myself. Otherwise… well, let’s just say I can be inventive,” Alexis quipped with a nonchalant shrug.

“Oh, ho, so you’re a prankster?” Celestia said with amusement.

“I can be, though, on a body, there are places that can be either pleasurable… or painful. Someone antagonizes me, I can make it painful. If they’re a close friend, pleasurable. At least I’m not a masochist or sadist, getting off on pain or causing pain to others. It just… doesn’t interest me,” he said wryly, shrugging as if it mattered little.

Celestia hummed softly, thinking, though what she could have been thinking about, he wasn’t sure. He noticed a waiter approaching out of the corner of his eye.

“What would be your order? Oh, Princess…. It will be an…” the waiter sputtered, looking surprised at Celestia’s presence.

“I am merely another pony seeking a good meal at the moment, if you will. I do not care much for my position unless I am in the palace,” Celestia said with a slight smile.

“I believe I would want a hayburger with fries, as would my charge,” Cadence said smoothly and kindly.

“I would prefer a double hayburger, with fries,” Celestia said gently.

“I’ll have the same,” Alexis said mildly, amused as the waiter gave a start, apparently surprised. “Hey, it’s better to be noticed than not. Lord knows I dealt with that enough in the past,” he said wryly, blinking as that comment escaped almost reflexively, yet he could feel absolute certainty it was true.

Admittedly, he was curious as to what a ‘hayburger’ was, though. Hopefully, it didn’t have any actual hay within it, as a human couldn’t digest that particular grain directly to his knowledge. He was unaware that the nanites that had merged with his body did allow him to digest such grains, absorbing the nutrients fairly easily.

He cocked his head as his gaze drifted lazily around, his eyes narrowing fractionally as he noticed a mare in the corner near a piano, her hooves very lightly touching the keys as very low, soft music played.

From the fact that few ponies reacted to it, they didn’t recognize the tune, though he immediately did. He frowned fractionally, as he knew the original song was about the hardships of a childhood where the singer wasn’t very appreciated. He had the sense this pony was feeling something similar, though he got the sense she was extremely lonely.

Celestia’s eyes were on the human, though her ears swiveled upon catching the soft music, her gaze following to the mare, whom she didn’t immediately recognize. Her eyes narrowed for an instant before she heard the hoofbeats of the Earth Pony waiter, noticing with mild surprise that the human looked troubled.

“Originally, that particular song was about being unappreciated, though it could refer to during one’s childhood or during a relationship, through which it would be in that mare’s case, I don’t know,” he said softly, noticing that even as her ears swiveled, his ears twitched slightly. She noticed the subtle crystalline tones of the ‘birthmarks’ he had, as he’d called them. She had to wonder if there were something similar to Crystal Ponies where he had come from, though she doubted he would recall clearly that detail.

She also noticed what appeared to be a slight silvery sheen to his skin, it was barely noticeable, but as close as she was to him, it was pretty noticeable, though she had to admit that he looked quite attractive in the clothes she’d commissioned for him.

She giggled at his look of surprise as the food slid in front of him before she used her magic to set the food in front of their companions. “I must admit that I have never heard of the type of music you were playing. Where did you learn it?” she remarked with amusement.

“Honestly? I can’t remember. Must have heard it somewhere, I guess,” her human companion commented distractedly, sounding lost in thought.

Alexis exhaled softly, rolling his shoulders as his wings shifted agitatedly. The ‘hayburger’ looked almost like a turkey burger, to him. He tried it and found it a bit grainy, but the flavor was almost like turkey with a hint of pepper, at least to his palate.

He didn’t mind the flavor so much, as he preferred the spiciness of it, though he was almost certain there wasn’t any meat in it, which didn’t make much difference to him. He glanced at the other ponies around, noticing more than a few of them were staring at him, though they tried to be discreet about it. He frankly didn’t care if anyone stared at him.

He ate slowly and carefully, his gaze flickering between Cadence and Twilight before flickering momentarily to Princess Celestia. He felt an odd tingling sensation between his shoulder blades as he got the sensation time slowed down before his eyes widened fractionally, their dark aquamarine color deepening to a dark emerald before his arm flashed out, the magical bolt of energy hitting his palm as the silvery nanite fluid hardened instinctively, forming a dense gauntlet over his hand and forearm, the energy crackling with a soft whining purr as his eyes narrowed, the dark reddish purple and silver gauntlet pausing just beneath his elbow, the black glove evident as Zero’s usual glove was a deep cream tone. His hand clenched abruptly, the energy being consumed into the dark metal as the faintest, barely visible flickers of pale mauve light seemed to flicker beneath his skin momentarily as he shook his hand a bit.

Celestia blinked as she spotted the flicker of cloak for just an instant in the dim moonlight before she noticed their human companion rubbing his head with his gauntleted hand before she cocked an eyebrow, noticing thin grooves on the back of the gauntlet as the slightly thicker metal shone ever so slightly. His irises had deepened to an almost ruby tone as his tone, barely above a whisper murmured very softly, his tone breathy.

“Inshō Armor designated ‘Phantom’, active. Recharge cycle imminent in sixty-five standard minutes,” he whispered; had she not been listening closely, she might not have heard it.

“What precisely do you mean?” Celestia murmured before she was distracted by a rather loud belch coming from a surprisingly small filly, which made her giggle, amused as Twilight seemed utterly embarrassed and confused.

Alexis blinked, cocking an eyebrow, amused. “Let me guess, you ate your food but didn’t try exhaling between bites, did you? That tends to build up gas inside ya… which does need to come out somehow,” he teased, chuckling as Twilight pouted.

“But how would it come out?” Twilight said innocently.

“Hmmm, one would be a good, strong belch… the other,” Alexis mused idly, before a loud, raucous flatulent fart escaped. He cocked an eyebrow at Cadence, who wasn’t meeting his eyes with a look that seemed far too innocent.

“Would be that,” he deadpanned, Twilight giggling in response. Celestia snickered, amused as most of the ponies seemed confused where the fart had come from, which he didn’t mind at all.

“Shall we pay?” Cadence said with a slightly shy smile.

Celestia smirked slightly. “We already did,” she quipped, glancing at the small pouch of embroidered fabric on the table.

Cadence sighed softly, but smiled as Alexis slid out of the booth, Twilight sliding out after him, followed by Cadence herself as her aunt slid out of the other side.

“I have a feeling you’re going to be looking for whoever fired that blast at you, aren’t you?” the human commented.

“Their magic was a deep, almost liquid, cerulean, moving almost as if the light were more like a liquid rather than energy. Very distinctive. No doubt it’d be easy to trace,” Celestia murmured softly, close to Alexis as her wing brushed his as his fluttered. Her gaze flickered to Twilight, the faintest edge of golden fire entering the Alicorn Princess’ soft deep lavender irises. “But threatening an innocent filly….” she murmured.

“Pisses you off. The idea of threatening a child… or a foal… pisses me off something nasty… like Nightmare,” Alexis finished. He saw her stiffen as if that particular word bothered her.

“Phantom gave me more memories… there was a virus at one point… Zero was immune to it, but it tended to infect and, to some extent…. make the darker desires of others more…. noticeable. It was known as the Nightmare Virus,” Alexis said softly.

“A disease? That is… what infected her?” Celestia whispered, her tone worried.

“Only one was immune in a similar way to Zero… only because he corrupted the Virus itself…. made them subservient to him,” Alexis murmured.

“Who was he?” Celestia whispered softly.

“Sigma,” Alexis muttered. He glanced at Celestia, whose eyes were narrowed slightly; had he not seen her kinder nature, he might not have been able to tell she was troubled and a bit annoyed.

“If Sigma shows himself…. I’m going to stomp a mudhole in his ass and walk it so dry, it’ll make a desert look inviting,” he sighed, hearing Celestia giggle in response.

His eyes drifted half closed before snapping open as ruby and amethyst flames flared over his body as it shifted into the Inshō Armor. He gained black gloves, dark purple gauntlets over the backs of his hands and forearms with a thin trio of blade gaps as well as dark gray armor over his upper arms and thighs, a dark purplish black armored vest and dark grayish black chestplate, armored black greaves and dark purple boots with a thin reddish amethyst ring around the bottoms of the boots. The helm was a compact helmet with a thinner silver mask around the eyes and upper cheeks, his ruby eyes narrowed fractionally as he cocked his head, the dark red scarf rustling in the breeze as his hand drifted slowly before pulling out a trio of thin quartered sapphire discs with silvery rings around the edges, barely noticeable gaps quartering the rings.

“We’re being watched, and not by anyone friendly,” Phantom Alexis murmured, hearing a low, odd rustle that made him think almost of leather jackets in the breeze, but multiplied by around two dozen.

“Strange that the Lunar Guard would be out in such force,” Celestia murmured, her eyes flickering to the rooftops, where glinting slitted golden, emerald, aquamarine, ruby, teal, and amethyst eyes were staring at them.

“Not if there’s a threat, such as from that,” one soft, sibilant voice murmured.

“If you’re referring to me, then I’m as much a threat as a silent fart…. only dangerous in an enclosed room. Here? I could care less about attacking or hurting anyone. If anything, I’d much rather avoid it. Frankly, the most dangerous thing I might do… is tickle someone like… this,” Alexis quipped, his gaze flickering to the third shadow staring at them with dark amethyst eyes as the eyes narrowed as he stepped closer to Twilight before tickling her, the filly screaming momentarily in surprise before the scream dissolved into laughter as she’d been almost asleep.

Celestia noticed the bodies of the Lunar Guard tensing at the scream before they seemed almost confused at the laughter as nobody laughed when hurt, unless somepony was either enjoying the pain or they were far more dangerous than they appeared.

She heard numerous huffs. Her ears also caught a few muttered comments like “Somepony is a damn idiot.” and “That egotistical asshole is going to regret wasting our time,” which made her smirk slightly as she half turned. “I believe you can handle the punishment of whomever took up your time, I’m certain,” she said warmly, almost lazily.

He glanced up, seeing a flash of fanged teeth before the rustling increased in pitch as forms shot off the rooftop before he snickered. “I have a feeling someone may regret annoying them,” Alexis quipped.

Celestia smirked as she half turned, trotting into the doughnut shop. “Oh, I’m very sure they will,” she replied with amusement.

Alexis cocked an eyebrow slightly as he shrugged fractionally, following Celestia and noticing Cadence, carrying Twilight on her back, was as well. He inhaled deeply as he caught the fresh scents of sweet rolls and doughnuts. He exhaled softly. “I can’t remember the last time I had a doughnut,” he murmured.

“That will change, as long as you’re with me,” Celestia quipped, smirking. “Two eclairs, please, Joe,” she said warmly, “and whatever they desire as well,” she finished.

“Eh?” Alexis said with mild surprise. “Hmm. I’m leaning towards… a glazed chocolate doughnut and a s’mores doughnut,” he said thoughtfully. He saw Twilight spring to her hooves, looking extremely interested.

“S’mores doughnut?” she said with widened eyes. “IwantoneIwantoneIwantone,” she chanted rapidly, making Cadence snicker as his eyebrow rose slightly.

“You want three? I’m pretty sure one is enough for you, Twilight,” he teased, smirking as Cadence snorted a laugh as Twilight blinked, then giggled.

“I did say I want one, not three,” she said resolutely, her ears lying back on her head before she blinked, cocking her head a couple of times, apparently realizing what she’d said.

Cadence giggled as Twilight tilted her head almost like a confused puppy. Celestia giggled a bit.

“Then you have to think before you speak. I understand the excitement, but if you let it get away from you and react without thinking, it can leave you open to both good things and bad. It’s always possible for somepony to take advantage of you either for better or worse. From what memories I have…. in my personal case, it was more the latter than the former,” he said, blinking as he noticed the small plates hovering in a warm golden aura from Celestia’s magic as Cadence ordered a strawberry doughnut with vanilla frosting and chocolate sprinkles.

He hummed softly, his hand rising before his eyes widened fractionally, startled as a deep ruby aura flickered before engulfing the doughnuts he’d selected. Celestia inhaled sharply.

“I thought you said you could not manipulate magical energies?” she said with surprise and caution.

“No human can… but here? It appears the magic saturates everything…. and I do mean everything, myself included. It would explain why I gained wings… unless it responds to intent and desire,” Alexis said quietly, thinking aloud. Even as he spoke, he focused, thinking before, to his mild surprise, a tri-bladed glaive materialized, glowing with a dull amethyst aura before it dissolved into mist, fading into the ruby aura before he tilted his head. “Interesting. It does respond to intent,” he said thoughtfully.

“Would… I be able to gain wings… like that?” Twilight said hesitantly as a tentative pale mulberry aura flickered around the plate with a single s’more doughnut upon it.

“Somehow, I have a feeling you’d have enough concentration to manifest wings in such a manner, but even now, I can feel a minor drain, so it likely has a fair drain on whatever magical energy you have depending on how long you use it,” Alexis commented.

“Hmmm, you’re quite intelligent, you know, and correct. Direct mana manifestation is tricky, but possible. It can, however, be draining when held for extended periods, so it is wisest to do so for short periods of time,” Celestia said with amusement.

Alexis saw Celestia tilt her head close to Twilight. “Though I have a feeling both you and he are just as intelligent. Admittedly, I am tempted to see which is more intelligent,” she murmured conspiratorially.

“In what, magical strength, or common sense? Pretty sure one has the edge in the former, while the other has the edge in the latter,” Alexis quipped.
Twilight pouted, thinking they weren’t talking about her.

“I know next to nothing about magic, while I have a feeling this little one…. Could well have potential that rivals say… you,” Alexis said wryly, ruffling Twilight’s mane, making Cadence giggle.

Twilight pouted, but blushed a bit. Celestia smirked slightly. “I’m well aware of the potential she has. I must wonder what sort of potential she has, however, as I have yet to see it,” Celestia quipped, smirking fractionally.

“Give it time, she’ll grow in ways nobody expects, I’m sure,” he commented, making Twilight grin a bit, amused but very shy.

“How can you be sure?” Twilight said shyly before she bit into the doughnut, shuddering in surprise at the flavor, her eyes half closing as she shivered before her eyes fluttered open a bit. “Whoa,” she murmured in surprise.

Cadence was giggling while Celestia was smirking. Alexis chuckled. “Pretty sure she had a foodgasm,” he teased, smirking slightly. “Though admittedly, I have to admit I’m curious how they taste myself,” he deadpanned, tilting his head as he bit into the chocolate glazed doughnut. His eyes widened slightly as he shivered, his wings rustling softly.

“Huh, that’s pretty damn good,” he commented.

“Now you see why I enjoy them, when I can,” Celestia quipped with a soft smile bordering a smirk.

He shrugged, smirking slightly. Cadence noticed with interest that his wings were sheathed in dark amethyst metal that glinted in the moonlight. Each and every feather glinted like sparkling gemstones, catching the moonlight before she cocked her head, hearing a metallic clunk before her ears twitched, her eyes widening fractionally as she noticed a creature not unlike their companion, though she got the sense that this one was nowhere near as friendly.

She focused a stunning spell into her horn, ready to react. It wore dark blue pants, dull olive green leggings, and bluish black boots, while its upper body was sheathed in what was clearly dark gray body armor. What caught her attention, however, was the strange weapon in its grasp.

Her eyes widened fractionally as a faint reddish yellow glow grew in the opening of the weapon before it fired two bursts of light at herself and Celestia. She blinked as she heard a rasping snap before the bursts detonated into sparks as she spotted a blur of amethyst and black before she saw three sets of three gaping slashes over its chest and abdomen forming a ‘V’ over its chest with a horizontal slash across its abdomen. She blinked as Alexis straightened before she heard a whining as it slid into two halves before it detonated in a fireball in the middle of the street. It was then that she noticed the thin and faintly glowing sets of three blades extending from the backs of his hands. The glow over the blades was a pale pastel silver.

“Bitch, please…. if that was supposed to be something, I’d expect more than one assault drone,” Phantom muttered, his voice cool and almost emotionless.

“We’ll eat on the move, now. We have to get Cadence and Twilight back to their home safely,” Alexis said quietly.

They made their ways quietly through the streets, his gaze scanning cautiously around before his ears twitched as his eyes narrowed fractionally, the tips of those claw blades protruding from his gauntlets. He heard a low buzzing sound before he smirked fractionally, noticing Spitfire gliding lower towards them. He cocked an eyebrow slightly as he twisted his wrists palms up so the blades fully retracted to barely visible tips that looked more like ornamental diamonds embedded in the dark metal.

“‘Sup, darling?” he drawled, making Cadence and Celestia snicker as the young Wonderbolt stumbled upon her landing.

“You do know you could show a bit of respect. I worked hard to get to where I am,” Spitfire said dryly.

“I could, though I don’t know what a Wonderbolt does, that and you’re cute when you’re flustered,” Alexis quipped, teasing her. Cadence was trying to hide a grin and barely succeeding as she found this highly amusing as the young Wonderbolt blushed deeply.

“Q-quit embarrassing me!!” Spitfire said suddenly, her wings tucked against her shoulders and barrel.

Alexis chuckled. “You're radiating a kind of You can Look, But Don't Touch aura at the moment, and yeah, that is a song reference,” he quipped with a smirk.

“What song would have that sort of title?” Spitfire muttered, curiosity in her voice.

“A song about someone buying intimacy, though while I liked the song, I didn’t like the message behind the song,” Alexis deadpanned, shrugging.

Spitfire snorted, as did Cadence. He could tell neither liked that concept.

As they walked quietly, he glanced back up at the moon, his ruby eyes narrowing ever so slightly for a few seconds. For just an instant, he sensed the dark malice, though it was more of a focused hatred is not that it was focused on him so much as someone near him. His gaze for just an instant flicked to Celestia, who didn’t seem to notice as she bit into one of the eclairs she’d ordered. ‘Call me crazy, but if it’s directed at her….. It won’t touch her,’ he thought.

He took a deep breath before cocking an eyebrow, thinking. “One thing that’s common with everything sentient… is that we all make mistakes. The real question, however, isn’t whether or not we make mistakes, but whether we learn from our mistakes,” he murmured.

“Very well said,” Celestia commented thoughtfully with mild amusement.

“In my mind, the most dangerous things one can embrace are hatred, gluttony, envy, and pride,” he murmured thoughtfully. “Hatred clouds the mind like a thick fog as well does gluttony with its constant desire for more. Envy… it is like a snake, slithering into one’s mind while pride… is the most dangerous, as it makes it to where one refuses to acknowledge their own shortcomings,” he murmured.

He didn’t notice Celestia’s ears lying back at his murmurs, as the last two could refer to Celestia herself. However, Celestia did not feel pride in her mistakes, especially regarding Luna, her sister. She felt more regret than anything.

“We all feel regrets, even if we don’t recall them consciously,” he murmured softly, lost in thought as he couldn’t remember what bothered him.

It wasn't long afterward that they bid Cadence and Twilight a good night before making their way back towards the palace.

“I have a request of you, Alexis, ” Celestia said quietly.