Ben spired downwards, heading for the roaring monstrosity that opened one of its mouths. It roared and a pure blue beam shot out and speed towards Ben. He dodged to the right and felt a chill come across the air as the beam passed. Suddenly, his wings bean to falter, and he found frost growing on the wings.

"Not good."

Ben lost his course and he strained to defrost his wings. He tried to pound on them, but he only hurt his hand over the metal. He tried to raise his wings, and flap them down. That had better results. The frost shattered off of his wings, and Ben sped down towards the hulking beast. One of the heads began to collect electricity from its body, and suddenly, it realized it and sent a massive volt at Ben. Out of instinct, Ben held up his wings and the lightning was absorbed into it.

"Systems operating at 500%.", Safeguard notified.

"How about that?", Ben grinned.

Ben drew one of his Buster Rifles and aimed it down at the Hydra. Weapons systems came online and the calculated path of the beam was projected.

"Ready to fire, Ben."

"Fire."

GLA-ZERK!

The beam shot out and this time, with the added energy, it became a massive beacon of death. In one giant white flash, one of the Hydra's heads were gone. The beast roared in agony at the bloody slab of meat that remained of one of its necks, and Ben shot downwards. He inter-wove between the necks of the Hydra, and activated the Gatling gun system.

"Vulcan 20mm gun system engaged"

"Light em' up, Safeguard."

The Gatling guns began to spin, making an easy breeze flow on Ben's face. Then, the wind was all swept away as the six-barreled guns began emptying lead on the Hydra. Tracers shone through the sky and thousands of shells were thrown out the side of the guns. Ben kept a steady backwards pace as the barrage continued. Eventually, the guns' barrels began to turn a bright red, and the fire rate began to decrease, indicating that the guns were over heating. The 20mm cannons stopped firing, but kept spinning. Smoke filled the area that Ben had fired upon, and no movement was seen by him. Flashing brief grin at the smoke, Ben turned around and looked at the Zeppelin. Now, he had to get back, and defend from the incoming flock of winged Needle Teeth. Ben activated his boosters, but something grabbed one of his wings, and pulled him downwards. Ben's arms flailed as he was yanked backwards, and he turned his head. The Hydra was still alive, despite the Gatling gun blast.

"Oh shit!", Ben shouted as he was jerked. He looked behind him and found one of the heads clamping its teeth down on his wing.

"Funny, I thought I killed you."

Ben ripped his wing from the Hydra's mouth and slashed. In a shower of blood, one of the Hydra's heads fell downwards towards the ground, decapitated from its neck. The beast staggered backwards, then began to twitch. Ben stared in puzzlement as the Hydra's neck suddenly split in two, then grow its skin back. Two heads began to form in the most disgusting way that could be witnessed. Ben cringed as two meaty slabs entered from its neck, then roar.

"Shit, greek mythology. You decapitate one head, two grow back."

Suddenly, one of the heads reared up and spat a wad of green slime at Ben. He could not react in time, and the slime splattered against his chest. Immediately, Ben felt a burning sensation in the middle of his chest. He looked down at the slime on his chest, and realized that it was acid. Eyes widening, he began to fly in a corkscrew to rid himself of the melting toxin. As a last resort, Ben just wiped the acid off with his hands. Sure it stung like a mofo, but it effectively ridded Ben of the acid. Ben looked downwards, and found the fire-breathing head opening its mouth. Ben dived downwards and wrapped the wings around himself as the flames barreled towards him. Once again, the wings did their job and allowed the flames to spread around the metal appendages and he dived faster. Once he was at the right distance, he spread his wings to decelerate and readied his missile rack. The targeting eyepiece locked onto the head that produced an ice beam and readied a bunker buster missile. The lock acquisition sound blared and Ben fired the missile. The ordinance ejected and lit up as it sailed towards the Hydra. The beast looked upwards at the smoking tail of the missile and roared at the sky. Realizing its blunder too late, the missile sailed down the ice producing head's mouth and turned it into a massive gore splatter. The missile detonated and a shower of blood splattered Ben. Feeling disgusted, he wiped the blood from his face, and opened his eyes to find one of the heads lashing out towards Ben. Reaction time dwindling, Ben could only flex his wings to the jaws of the Hydra, and prevented them from clamping down on him. Ben strained to keep the jaws apart, and Safeguard groaned as the pressure increased.

"Ben! I can't keep this up for any longer!"

"Just...keep...pushing!"

Then, the Hydra's jaws clamped shut and Ben found nothing but darkness.

--

"Where's Ben?!", SHining Armor demanded. Righteous Light had witnessed everything from a pair of binoculars and turned around to face the unicorn captain.

"He...the Hydra ate him...", Righteous Light muttered.

Shining gasped as he galloped over to the deck of the Zeppelin. He found the Hydra waving its only three necks around. Shining couldn't believe his eyes. Ben was gone.

"What happened?!", Rainbow Dash suddenly came over to Shining upon hearing Ben's name mentioned. Shining pointed down at the Hydra. Suddenly, Rainbow Dash knew what he meant.

"No...he's okay! I know it!", Rainbow Dash screamed. Shining Armor could not bare to look at Rainbow Dash. She was crying, and despite what he knew about the Wonderbolt wannabe, he completely felt that all of her bravery had been lost to Ben's death. Now, he knew that she had feelings for him. Now, seeing Ben gone, rage and hatred filled his eyes and he marched down to the cannon loading bay where Applejack and Rarity loaded in the last cannon ball.

"Oh! Shinin', we were wonderin' when you would-"

"Applejack, Rarity, aim all cannons at the Battle Hydra down below."

"Wait, didn't you say we should 'save the ammunition for the incoming flock'?", Rarity questioned, obviously not used to battle strategies, therefore saying it with a bit of confusion at the last part.

"I said to aim all the cannons down at the Hydra."

The farm girl and the fasionista were rather shocked at the multitude at the honorable and the kind captain's voice.

"At my mark, use your magic to pull this string with your magic, Rarity. It will activate all of the cannons and make them all fire. Got it?"

"Uh, I think so..."

Before Rarity could finish, Shining stormed upstairs and took his spy glass. He observed the Hydra glaring up at the Zeppelin.

"Now to finish what Ben started..."

He raised his hoof.

"Ready...!"

The latches opened on the side of the ship and every cannon jutted out.

"Aim...!"

Applejack made sure that all of the cannons were directed towards the Hydra. She couldn't help but feel sorry for Shining. She had never seen him act like this. Rarity shared the same feelings, but she had the string in the grip of her magic. She waited for Shining's order to fire.

"Fi-"

Shining Armor's order was abruptly interrupted when the Hydra roared in agony. Applejack and Rarity stopped what they were doing, and looked out of one cannon bay window, Pinkie pie hopped over to a window and peered outside, Fluttershy had gotten over her fear and poked out of a barrel, Righteous Light looked downwards, and Rainbow Dash flew up and stared down at the Hydra roaring in pain.

"What in the name of-", Shining Armor was cut off by seeing the Hydra's stomach get blown outwards, spewing blood and bile all over the ground. Suddenly, a grey blur flew out of the Hydra's stomach and took a coil of intestines in its grip. The ponies realized that it was Ben, and stared in shock.

What Ben did next made nearly everypony freeze with horror.

The blur took the coil of intestines and literally strangled one of the heads with the rope-like guts. One of the other heads opened its mouth, but Ben drew one of his Buster Rifles and shot it at the head, making it explode into a million bits. Ben continued the choking onslaught against the head, and another head rose and attempted to take a bite out of Ben. Ben angled his other Buster Rifle at the head and fired. Blood erupted and splattered Ben in the face. Ben now looked back to the head that he was strangling, and he found its eyes tearing up, as if pleading for Ben to stop.

But Ben knew what he had to go through to this point.

He tightened his grip on the coils and stretched them outwards. The Hydra gagged and it struggled to get free. Ben pulled tighter and a *SNAP!* was heard. Ben opened his eyes and found the Hydra staring at him with stone-solid eyes, and its tongue was hanging out. Ben released his grip on the Hydra and he suddenly realized what he had done.

He traveled to the stomach, ripped his way out, took the monster's own guts, and killed it with them.

Ben stumbled backwards after realization punched him in the face. He looked down at his hands and found that they were covered in blood and bits of the guts that he killed the Hydra with. Ben felt like he could pass out, but he mustered enough strength to activate his wings and fly back to the Zeppelin. Ben just could not believe what he did. He was just as bad as the other murderers back on Earth. And nothing had ever displayed as much brutality as he did on another planet, with a species what had near to no experience with war. Ben flew back to the massive airship and touched down. He looked around and he was immediately greeted by the Elements, who wore the brightest smiles on their faces. But, Ben could not shake the idea of what he did to the beast in his mind. The Elements pulled him into an embrace and they all were so thankful that one human was alive.

Ben couldn't help but smile.

Then, the Elements pulled away after realizing that Ben was covered in bile in blood. Rarity freaked out. But Ben still found Rainbow Dash clinging on to him. She had tears in her eyes and she kept sniffling and smiling. Then, Ben remembered why he did that to the beast. He was literally sliding down the throat of the Hydra, and he blacked out when he reached half way. His life flashed before his eyes briefly, and fully for the first time. Seeing his mom and dad for the first time, seeing his brother, his childhood wonders, his friends, his teenage years, nearly getting accepted for Harvard University, his Marine service, his proud promotion to Sergeant 2nd Class, his first sight at Rainbow Dash, waking up again, meeting the Elements, the party, the nightmares, and now...

...he saw Rainbow Dash's beautiful face, smiling down at him as he plunged down into the Hydra...

"Ben? Do you really feel this way about me...?"

"Of course I do Dashie.........."

Ben plunged down even lower. Until he hit the wet stomach interior. He could feel burning all around him.

"No..."

Ben stood up.

"I will not..."

Ben's wings flexed outwards and flicked off the bile.

"...die..."

He angled his wings.

"...after coming THIS FAR IN EQUESTRIA!!!!!"

"YAARRRRRRRRRRGH!", Ben screamed as he slashed and slash everything he saw. His wings had become black with a dark aura that surrounded them, and his targeting reticle had gone blank. Then...everything became a blur.

The next thing he knew, he was staring back down into Rainbow Dash's crying face as she hugged him as hard as a bear. She kept sniffling. Then, she looked up and opened her eyes. Ben's eyes meet hers and Rainbow Dash smiled. Ben would have done anything to see Rainbow Dash smile like that. Then, Rainbow Dash closed her eyes and gently pursed her lips. She started to lean forwards and Ben realized what she was going to do. Closing his eyes, he leaned closer to Rainbow Dash. Ben had waited for a moment like this his whole life, and Rainbow dash never thought that she would ever kiss somepony. Especially a human like Ben. Applejack was smiling, yet felt a little disappointed but quickly wiped it away, Pinkie Pie was bouncing up and down with joy, Rarity was bawling dramatically, Fluttershy was blushing at the display, and the guards could not help but watch. They moved closer and closer until...

RARRRRRRRRRRGH!

A massive screech sliced through the sky like a hot knife on butter. Ben and Rainbow Dash stumbled backwards and hit the deck. The guard immediately cut their viewing and looked at the shy. The cloud of winged Needle Teeth were drawing dangerously near.

"Rarity! Applejack! Get to the cannon loading room, and prepare for a starboard broadside!", Shining Armor ordered.

"What?!", they both said in unison. Shining Armor groaned.

"Prepare to fire all of the cannons on the right side of the ship!"

"Well tell us earlier!", Applejack fumed. Shining Armor could not help but facehoof. Amidst the confusion and orders, Ben recovered from his fall on his back. He saw Rainbow Dash getting up and approached her to help, but she just opened her eyes wide at him and flew away. Ben stared at her fleeing shape. Was she ashamed that she nearly kissed him? Ben shook his head. He had much bigger dangers on his mind. Say, the huge flock of Needle Teeth heading for the airship? Ben got to the side of the ship and activated his Gatling guns.

"Loading in 20mm flak ammunition.", Safeguard announced.

"Thanks mate."

"Oh, and I apologize about what happened back there"

"Don't rub it in, douche."

The swarm of Needle Teeth began to draw closer, and closer. Ben's Gatling cannons began to rev up as Shining Armor shouted:

"FIRE BROADSIDE STARBOARD!"

The entire Zeppelin lurched to the left as every cannon on the right side fired. Thousands of grapeshot spheres were sent flying through the sky. Everypony stumbled as they watched at least a large portion of the swarm drop like flies. Ben's Gatling guns have reached their top speed and were ready to fire to full effect.

"Safeguard, light em' up."

"Lighting."

BZZZZZZZZZZZZZZZZ!!!

The guns started as a buzzing noise that pretty much sounded like a swarm of bees on steroids. Black explosions of shrapnel began to explode around the swarm, causing them to scatter and dive to avoid the deadly anti-aircraft rounds. More and more Needle Teeth fell towards the ground. Suddenly, they suddenly gave way to a large winged lizard creature, that produced a roar with such ferocity, it riddled the airship.

"Dragon!", Shining Armor yelled.

The creature dived downwards towards the ship and shot out a ball of pure fire. The sphere of incineration smashed into the deck, which was not breached, nor lit up. But, Ben and Shining Armor barely had enough time to dodge the blast, and Righteous Light found himself hiding behind the wrong cover: a barrel filled to the brim with gunpowder. He stared wide eyed at the barrel and kicked it away as fast as he could. The barrel only traveled a few meters before it ignited and detonated. Righteous Light was thrown against the wall of a cabin and smashed right through it. Shining Armor recovered and drew his short sword. He charged at the beast that was drawing closer to Righteous Light, who was currently smashed into the cabin. Shining Armor leaped up and stabbed his blade into the dragon's back. The beast roared with pain and flew upwards to get away from the Zeppelin. Shining Armor drew his sword from the dragon's back, causing blood to spray, and impaled it back in. The dragon roared once again and turned its head to glare at Shining. It opened its mouth and a stream of blue fire exited out with tremendous velocity. Shining Armor leapt up in panic and the flames barely singed his hooves. He landed down and tried to draw his sword, but the blast of fire had scathed the sword. Shining Armor gave a yelp in the sense his sword was completely heated up. Ben was watching all of this until he got an idea.

"Shining! Get the dragon to expose its belly!"

Shining Armor must have heard Ben's request, but found it difficult to handle, as he was practically riding a mechanical bull that was set on "IMA FUK U UP" mode. Ben looked back at Righteous Light, who wasn't moving through the wreckage of the cabin. Ben rushed towards his body and picked him up. A small stream of blood was flowing through his mouth, and he had multiple splinter wounds.

"Where the fuck is Fluttershy?!", Ben gritted through his teeth. He found her where he expected her: in a barrel cringing up through the entire fighting.

"Hey! Fluttershy! Take Righteous Light to the lower decks where Applejack and Rarity are!"

Fluttershy mustered enough courage to crawl out of the barrel and pick up Righteous Light. Immediately, she looked at his barely breathing body and found herself growing pale.

"Come on Flutters, just get him down there and he'll be okay."

"Um...okay."

She nodded and levitated off the ground with her wings as she headed downstairs. Ben turned his attention towards Shining Armor clinging on the dragon for his dear life.

"Hey! A little help here?!", Shining shouted as the dragon pulled into a corkscrew. Ben charged towards the edge of the deck and drew both of his Buster Rifles and connected them into the Buster Cannon. Making sure he had firm footing, he called out to Shining Armor.

"Make the dragon come towards the Zeppelin and pull him up at the last second!", Ben commanded while his cannon charged up.

Shining Armor must have heard Ben's request, because he plunged the sword deeper into the dragon's back, causing it to veer off course and head directly for the airship. It came closer, and closer, and closer until the dragon pulled upwards.

"Shining! Teleport!"

A flash appeared on the dragon's back, and Ben had successfully locked on.

Ben pulled the trigger.

The Buster Cannon shot out a blast of white light, and the next thing Ben knew, the dragon was falling down towards Equestria, with a massive hole punched through its chest. Ben staggered upwards to regain his footing due to the cannon's redonkulous kickback. Ben turned around and found Shining Armor getting to his feet, and regurgitate into a barrel.

"Ugh, you have no idea what it's like on a dragon's back. And with the added teleportation, I don't think I feel so well."

Ben just kept looking up.

"Are you listening to me?"

"Yes, and I hope you fell better, cause here comes the swarm on portside."

Shining looked up and found a huge cloud of winged Needle Teeth diving down towards the air ship. He opened his eyes wide and dashed towards a control console. He pushed a big red button and a large turreted cannon rose out of the deck. Upon closer observation, the coon was very thin, and a wick of flame came from another point and burned in front of the barrel.

"Is that what I think that is?"

"Yep, a fire cannon. Great for deck defense, and the one of the many reasons this ship is fire proof."

Ben was about to reply, until he saw the first wave of Needle Teeth drop down. Already, he could tell that the Needle Teeth bore weapons, such as swords, axes, maces, and various other killing tools. They touched down and snarled at Shining Armor, who was manning the fire cannon. Shining Armor got a glint in his eye, and Ben smiled.

"SHINING ARMOR! KILL THEM WITH FIRE!!!!!!"

Shining Armor laughed maniacally as a jet of flames erupted from the cannon. The Needle Teeth screeched with agony as the flames rolled over them and sent them ablaze. Shining Armor kept spraying flames on the creatures until they became shriveled up and burnt to a crisp. Immediately, more weapon-wielding Needle Teeth dropped down on the deck. Shining Armor just leveled the fire cannon towards them and smiled.

"Wow, first time shooting this thing, and I'm having the time of my life."

FWOOOOOOOSH!

Ben turned his attention to numerous more Needle Teeth landing on the deck of the ship behind him. Ben turned around and angled his wings. One Needle Tooth carelessly leapt forward, and was hacked in half by a quick slice of Ben's wings. Ben activated his Gatling cannons, and began spraying rounds in front of him. Two Needle Teeth were mowed down into a bloody heap, but four others leapt up and attempted to slice from above. They landed round him and closed in, but Ben just spun like a windmill, and so did his wings. In a second later, they were falling off the edge of the deck, split in two. Ben was about to turn around, until he heard a crack, and a Needle Tooth flailed off the ship, apparently with both wings broken. Ben turned around and found Rainbow Dash, with both hind legs in a bucking position. She staggered to regain her footing, and flashed one of those "u owe me now" smiles.

"Okay, thanks.", Ben smiled.

Rainbow Dash smiled at Ben, but she was quickly interrupted when Ben drew his Buster Rifle and fired a shot right over Rainbow Dash's head. A Needle Tooth hit the ground with its head missing.

"Phew, that was close."

Then, another Needle Tooth dive-bombed Ben and Rainbow Dash. Dash kicked the Needle Tooth to the side, and Ben fired off another blast.

"It's getting too dangerous here! Get to the lower decks!"

"But I want to stay here and fight!"

"GO!"

Ben couldn't even finish what he was going to say when another Needle Tooth slashed him in the back. Ben's wings blocked the slash and beheaded the monster. Rainbow Dash now complied and headed down to the lower decks.

--

"Wow, what do you think is going on up there?"

"Well, I think they're fighting something! I wanna go see!"

"Maybe it's best we don't go up there Scootaloo."

"Oh come on! Don't you wanna see Rainbow Dash getting whatever's up there's flanks handed to them?"

"Scootaloo! Watch your darn' language!"

"I can say what ever I want Applebloom. And I say we should go up there and watch what's happening!"

"No, don't you remember what that guard said? "STAY". So that's what we should do. Besides, Rarity would be so mad at me..."

"Pfffft, it's only for a few seconds. That's all."

Right as Scootaloo stepped on the first stair plank, the window next to Applebloom and Sweetiebell smashed open into millions of tiny pieces. A black figure crashed into a crate as the two other fillies screamed and ran towards Scootaloo. The three fillies grabbed each other and huddled up in fear. The black figure rose from the demolished crate and turned around. What the fillies saw of it was horrifying. The creature stood on two legs, like a minotaur, and had black leathery skin. It had no eyes, and it was sporting razor sharp claws. But what the fillies found completely terrifying was its mouth. The creature bared its teeth, which were practically syringes and had green slime forming around them. Upon even closer observation, the teeth seemed to be producing the green slime. The fillies tried to back up against the wall as the creature drew two swords from its back, and folded away its wings. The beast hissed and raised one of its blades. The Cutie Mark Crusaders screamed as they leapt away in different directions, causing the monster to miss calculate its swings and embed its sword into the wooden floor. The monster yanked his sword loose, and found the fillies nowhere to be found. Scootaloo, Applebloom, and Sweetiebell had gone their opposite directions out of panic. They ran through the rather spacious cargo hold as fast as their little legs could travel. Their hearts pounded and they kept looking back to see fi the monster was on their trail, but they found nothing. They each breathed a sigh of relief when they nearly ran into each other at an intersection. They watched around each other for a solid minute, then they relaxed a little.

"Whew. What was that thing?", Sweetiebell panted.

"I-I don't know. What ever it was, it was sure scary.", Applebloom breathed heavily.

"Um, what is this?", Scootaloo asked. She pointed to four drops of green slime on the ground din the center of them. Then, another drop fell down, making it five drops of ooze.

The fillies looked up.

There, hanging on the ceiling, was the same monster that chased them before. It bared its teeth, then dropped one of its swords in hopes to skewer a filly. Sweetiebell jumped back, and the blade jabbed into the wooden floor inches away from her nose. A screech filled the air as the monster leaped down and impacted in the middle of the Crusaders. The monster screamed maniacally as it began swinging its swords around. The fillies shrieked once again as they ran for their lives. Boxes and crates were being sliced in half and into splinters. The fillies galloped away from the monster as it screeched and gave pursuit via ceiling.

"Sweetiebell, did your mane get a little shorter?!", Scootaloo asked as she tried to flutter her wings to gain speed. Sweetiebell reached up and padded her mane with her hoof. Applebloom looked up and found a chunk of Sweetiebell's mane cleaved away.

"What?! Rarity's going to be so mad at me..."

"You're worried about Rarity in a time like this?! That monster is going to hack us to pieces!"

Right on cue, the beast leapt down from the ceiling and growled in front of them. The fillies screamed and ran the other way, only to be blocked by a large crate. They looked around and found no possible means of escaping. The creature laughed.

"Why must you leave so soon...? I was about to skin you alive...", the black monster barely spoke through its needle like teeth.

The fillies cringed in pure fear as the monster raised one of its swords. Suddenly, a trail of multi-colors smashed into the creature, sending it crashing out the window. The three were blinded for a short time due to the colors, but it faded into a familiar cyan pegasus with a rainbow mane and tail.

"Rainbow Dash!", Scootaloo lit up with wonder.

"You okay squirt? Are any of you hurt?", Rainbow Dash began looking at everypony to see if any were hurt.

"Not unless you count Sweetiebell's mane...", Applebloom smiled. Sweetiebell was not amused. Out of no where, the same black creature came right back into the cargo hold and tackled down Rainbow Dash. Screaming was heard from the fillies as Rainbow Dash opened her eyes to see the same winged Needle Tooth with its sword drawn, inching over her neck. The Needle tooth attempted to jab the sword into Rainbow Dash, but she kicked the creature off with one of her hooves. The Needle Tooth flipped backwards and landed on its feet perfectly. It drew both of its swords and Rainbow Dash snorted.

"Alright ugly. You and me. Let's go. Right here, right now."

"Let's..."

The creature barreled towards Rainbow Dash with both swords spinning through the air.