Ben picked his nails with his KA-BAR combat knife he had received in the Marines. It was emblazoned with a cloud and a rainbow-colored lightning bolt emerging from it, which he had painted on it in his free time. Ben continued to stare at the masses of clouds through the one window that was located in his quarters and then, a knock came on the door.

*Tap!*

*Tap!*

"Hey Ben, it's me. Can I come in?", Ben heard the familiar voice of Rainbow Dash. Ben sighed as he flicked his wrist, retracting his knife and got up from his cot. He walked a bit until he came to the door and tried to get it open.

"Damn doorknobs that are made for hooves."

After quite a while, Ben just pretty much tore open the door with his wings and saw Rainbow Dash. She had a rather shocked face frozen on her, and she stood there for at least 5 minutes until Ben spoke up.

"Yes?"

Rainbow Dash shook her head from her daze.

"Oh! Uh, well...I kind of wanted to ask you if you've seen anything weird about Corrosive. Ya know, the way he smiles at me sometimes.", she told Ben.

He stroked his chin with his finger.

"I have seem it before, but I need to ask you something."

"Huh?"

"Listen, this is a very high-risk mission, and I had run a lot of those back in my Marine days. So, I need you to trust Shining Armor and me when we tell you to do something. Okay?"

She nodded immediately, which rather surprised Ben.

"Okay Ben."

Ben smiled. Then, Shining Armor walked up and told him that he was needed in the mission room. (The Zeppelin was pretty massive.) Ben nodded and walked downstairs with Shining Armor. When they walked down, Ben spoke up.

"Ya know, that's a pretty big Chasm in the ground. It kind of reminds me of an ass.", Ben smiled.

"It is an ass, cause everything down there is a hole!", Shinning laughed. They both chucked at their clever puns (or something else).

"Why did you even build this war machine anyways? I thought your kind had not fought any wars."

"I requested that the Zeppelin was built in case Nightmare Moon were to ever gain full power and attempt a hostile take over. There is enough weapons on this ship to level Canterlot in a matter of minutes. Not that I would ever intend to."

"That's a pretty impressive arment you have there. I should defiantly show you human military technology if we survive."

Ben and Shinning Armor had a good laugh. As they walked down yet, another length of stairs, they reached the mission room, where Twilight and the other elite guards were discussing how to get into the Chasm without exposing the Zeppelin.

"Maybe those who are Pegasi could fly down, and Unicorns could teleport.", Raptor Eye suggested.

"Unicorns become dazed after teleporting long distances, and if the Chasm as is deep as you say, then we would be knocked out-cold.", Twilight argued.

"True...", Righteous Light muttered.

"What if I flew down, secured the landing zone, then have each Pegasi take one other pony at a time down there?", Ben pointed.

"Hmmm... that's actually not a bad idea.", Shining Armor noted.

Ben heard Corrosive somewhere grunt.

The group talked it out, countering any objections that had arisen, and then decided on the action of entering the Chasm of Shadows.

"Alright Ben, your idea is the best so far. I want you to check and make sure that everypony is ready to head down into the Chasm. Then, you and Corrosive will head down there and secure the area. Got it?"

"Right."

Ben headed up the stairs to check on the Elements of Harmony. It was quite eventful (Ben nearly tried to run away from Pinkie Pie's door after believing she was going to throw yet another party for him.) So, Ben came down to the storage area where the armor ways stored. It was pretty impressive, broadswords, spears, longswords, glaives, and crossbows. Ben had to admit that seeing an armory like this, compared to a species that didn't fight any wars had to be called remarkable. Then, Ben heard a thump inside a chest to his left...

--

"Applebloom! Quit shoving your leg into my face!"

"I'm sorry Scootaloo, but it's so tight in here!"

"Uh, who licked me?"

"This better pay off Scootaloo. It's so cramped in here!"

"Look, if I see a giant ballon...or whatever we saw, it means that there's going to be an adventure! So, we can get our Cutie Marks!"

"Okay, but I don't know how worried Rarity would be when she found out that I was gone..."

"I don't know about that. I think I saw Rarity and her friends come onboard."

"Yeah, I think I saw them too."

"Okay, if you girls say so."

"Wait! I think I hear somepony coming!"

"Shhhhh!"

*thump...*

*Thump...*

*Thump*

*Thump!*

*Click!*

--

Ben opened the chest, and to his surprise, three fillies were scrunched up in there. Ben's eyebrow raised, and then they both lowered into a scowl.

"What are you three doing on board?", Ben said coldly.

"Oh! Wait! Are you that human'er thingy that we saw earlier?!", the yellowish coated and red maned one said with the bow that looked much too big for her head. Ben also took notice in a southern accent similar to Applejack's.

"Never mind what I am! You three girls are in serious trouble!", Ben yelled causing the three to bunch up in fear.

And in great danger too if I don't do anything, Ben thought.

"Alright, you three are coming with me!"

Ben scooped up the yellow and white coated fillies, but the orange one with a purple mane quickly fluttered with her tiny wings and avoided Ben's reach. She leapt over him and gained airtime by using Ben's face as a boost pad. When the orange one did this, Ben loosened his grip on the two others, and they seized this opportunity to escape. Ben was recovering from the smash to the face and the three fillies bolted up the stairs. However, once they got to the top and opened the door, they ran right into Shinning Armor, who stood like a wall and sent them tumbling back downstairs again. They smashed and rolled down the wooden staircase, and landed right at Benjamin's feet. They looked up and saw Ben and Shinning Armor glaring down at him.

"Ya know these three?"

"I think so, and two of them are going to get a family reunion right on this ship they will never forget."

Ben and Shinning Armor walked them up and found the entire Elements of Harmony to be assembled right on the deck of the Zeppelin. Shinning Armor was holding the yellow and white one and Ben was holding the orange one, who apparently was squirming to get free.

"Let go of me!", the orange one screamed.

"Shut up you little rat.", Ben muttered.

The Elements turned around to see what the commotion was, and apparently, they all recognized the fillies.

"Sweetie Belle?!", Rarity exclaimed.

"Applebloom!", Applejack shouted.

Then they all looked at the orange one.

"Scootaloo?!"

"What in tarnation' are ya' all doin' here?! This is a very dangerous place to be for you fillies!", Applejack panicked.

"Well! I expect better from you then to sneak onboard of this contraption-"

"Zeppelin.", Shinning Armor corrected.

"Yes! Anyways, you three should be ashamed of yourselves!", Rarity fumed.

"Yes sis...", the one named "Sweetie Belle" lowered her ears.

Rainbow Dash came over to the one dubbed "Scootaloo".

"Squirt! What on Equestria are you doing here?!"

"I uh...wanted to go on an adventure?", Scootaloo gave a wide grin.

"Ugh, I don't have time for this!", she said while rounding them all up. Shinning Armor came over and stood rather largely over them.

"You three trouble makers are to stay here with Righteous Light and follow all of his orders! It's enough that we have to have three stowaways at a moment like this...", Shinning ordered.

The three nodded and Applebloom turned to Scootaloo.

"So, some 'adventure' huh, Scootaloo...", she mocked in her southern accent.

Scootaloo lept at Applebloom and they began to get into a quarrel. Dust began to rise up, and Sweetie Belle was pulled into it. Righteous Light's horn glowed and the fillies were encased in a golden aura. They began to pull away from each other and they slammed on their rumps right in front of the unicorn soldier.

"STAY!"

The three shivered at Righteous Light's booming voice, so that ensured that they would in fact, 'stay'.

"Alright everypony, let's get a move on, we got to get into the Chasm now!", Shinning Armor yelled. Immediately, the Elements began to run in all sorts of directions and they took their places at the side of the Zeppelin. Immediately, Fluttershy looked down (WHY DO THEY ALWAYS LOOK DOWN FIRST?!) and began to whimper.

"Uh...everypony...? What if we can't fly down there soon enough before our wings give out?"

Corrosive came over.

"If you want somepony else to carry you, just say so so that we won't have to waste our time!", he growled.

Fluttershy nodded and Corrosive glared down.

"Okay, I'm flying down.", Ben said.

His wings emerged from his back, which caused the guards and the three fillies to stare in awe. Ben's rocket pack ignighted, and he was thankful that the wood that constructed the Zeppelin was fire-proof. He flew down in a flash and the Chasm seemed to get bigger, and bigger,and bigger the more he approached it. Ben swore he heard whispers in his head as he flew down, but Corrosive had instructed him that he could not be possessed by Eclipse as he is a human, and he couldn't either, since he's a dragon-pegasus. Plus, the Elements of Harmony have their amulets and the elite guards these special helmets. Ben touched down and his Gating guns emerged from his wings, and his A.I. began to scan for any threats.  So far, the only message in his targeting eyepiece said "No threats detected." Ben turned his body, and fire his signal to tell that it was all clear: a single Buster Rifle beam. He then saw numerous shadows approaching him from the sky above. Ben scanned at least most of the Elements and the guards approaching down towards him. After a few more journeys, all of the Elements have landed, and the guards were up in front discussing how they were going to advance through the Chasm and the Elements were making sure their amulets were around their necks (discluding Twilight and her tiara).

"Alright Ben. Let's go.", Shinning Armor came up to him.

Ben nodded, and he turned to face the entrance to the cave in The Chasm of Shadows. Already, he knew that Fluttershy couldn't handle what was inside. There was deep whispers coming from the tunnel.

"Blood..."

"Why..."

"Leave...please..."

Ben shuddered and he stepped in first. The rest of the guards, the six mares, and Corrosive reluctantly followed. Drops of water were heard all around.

"Be brave...be brave...be brave...", Fluttershy was whispering to herself with her eyes closed.

SNAP!

"EEEP!"

"I just stepped on a twig.", Ben said. But, he knew it wasn't a twig. It was a bone from a remain of some animal. Most likely a pony. He made the rest move along before any of them could find out. The group continued to march into the caverns with the numerous whispers coming into ben's head.

"You hear that?", Ben questioned.

"What?", Shinning Armor asked.

"The whispers. They're everywhere."

"You can hear the whispers because you have no magic protection. I can hear them too, but the Elements and the guards have some magical articles that prevents them from hearing the voices of Eclipse's essence.", Corrosive explained.

"How do you know so much of Eclipse?", Raptor Eye asked suspiciously, "For all we know, you could be working with him. An outside job."

Corrosive sighed.

"When I was in the Everfree, a cult still worshiping Eclipse captured my and tried to sacrifice me to him. I quickly escaped and obliterated the cult, but I found one book. It was everything the cult had known. And, I decided to have a peek.", Corrosive whispered.

"Don't think this means I'm going to take my eyes off of you for one second.", scolded Fire Mane.

Corrosive growled like a reptile.

Ben kept staring forward that the darkness that his targeting eyepiece mounted flashlight failed to illuminate. Fluttershy was whimpering yet still managing to carry on, Rainbow Dash was eyeing her surrounding, ready for a fight, Applejack was doing the same, with a little sense of insecurity, Rarity was looking at her hooves with the mud clumped around them in disgust, but kept remembering the objective at hand, Twilight was looking ahead with determination, and Pinkie Pie...was bouncing up and down.

"Are you really doing that in a time like this?", Ben asked a little bit annoyed.

"Well...what wouldn't I be doing this?! I just love to bounce, bounce, bounce! Maybe you should try it. It helps to make the scary things seem funny! Oh! Maybe you should smile! Ya know, giggle at the gho-"

"Quiet!", Ben quickly covered Pinkie Pie's mouth, making a bit of slobber fall into his hand. Ben was panting, and Pinkie remained silent.

"Do you hear that?", Ben asked everypony. They all stopped and perked their ears up. A small tapping noise was heard throughout the caverns.

"I hear it too.", Corrosive muttered.

"I think I hear tapping." Shinning Armor whispered.

Tap...

Tap...

Tap...

Tap...

Tap...

Tap...

Tap...

Tap!

Tap!

Tap!

...

"Huh?"

The guards formed a shield wall, the Elements retreated behind it, and Corrosive got into a fighting stance. Ben's weapons system came online and his Gating guns emerged.

"No! If you use those weapons, then you'll bring the cavern down on us!", Corrosive scolded.

Ben retracted the Gatling guns, but kept his wings out.

TAP!

TAP!

RAHHHHHHHHHHHHH!!!!!!

A shadow lept out of the darkness and slammed into Corrosive. It was slender in shape, but the most distinct feature was that it was bi-pedal, and it had razor-sharp teeth. And apparently, no eyes. The figure slashed at Corrosive, but he was quicker and smashed the attacker off. Ben slashed with his wings, but the figure backflipped and evaded the attack. The guards came in front and formed the shield wall again.

"It's a needle tooth!", Corrosive shouted.

The creature lept at the shield wall, but was deflected by the wall of gold. The needle tooth bounced off and it hissed, making most of the Elements slink down. Suddenly, a purple blast came from behind the shield wall, and smashed into the needle tooth, causing it to flip over like a rag doll, and collapse. Ben and everypony looked behind to find Twilight blow a small gust of breath to cool off her steaming horn.

"What? Just because I'm smart doesn't mean I can't fight.", she said triumphantly.

The needle tooth began to get back up.

"Oh no you don't!" Golden Blade shouted as he leapt for the downed creature and shoved his sword down the needle tooth's mouth. He twisted the sword, and a sickening "SNAP!" was heard. Golden Blade came backwards towards the group, and Corrosive's nose perked up.

"We are still not alone..."

"What? I don't see anything.", Rainbow Dash grunted.

"My nose cannot lie; they are near."

"How near?", Shinning Armor asked.

"Very near."

Ben began scanning down the corridor and nothing came up. Yet, a small mini-radar showed that there were multiple signatures coming from the caverns. Then, it hit him.

Look up.

Ben switched on thermal imaging, and what he saw up above nearly made him faint.

There were at least a hundred of needle teeth crawling around the ceiling. They kept skittering around and they commonly interwove with each other. They kept murmuring, until they all stopped. All of their heads turned 180 degrees until they faced downwards at the potential victims of brutal butchering down below. Just as one hissed, Shinning Armor shouted above everypony.

"SHIELDS UP!"

Well, how is everypony liking the new story?