A lot has changed in Caterlot City after Grogar's empire was brought down by The Rainbooms but no matter what, evil always finds to come back in ways you never expect.

Pheonix was thrown across the street by Beatdown, before he had the chance, Phenoix fired a flame blast at him.

"Is that best you got, Beatdown?" She asked the bank alarm sound showing Soundwave and Warpath with sacks of money.

"Crud, it's Pheonix," Screamer exclaimed.

"So what? She's only one guy," Beatdown said. "She's no match for The Masters of Doom."

"Nice choice of a group name, how does one become a Master of Doom?"

"Tons of practice."

Soundwave did a sonic scream while Warpath fired two rockets at her but she brought forth her flame shield to block the attacks.

"We're gonna take Pheonix! Will be rich and famous."

Phoenix dodged another sonic scream by Soundwave, then Warpath fired his guns at her but they missed.

"Warpath, you must be the chatty one," Pheonix kick at the gut only for Beatdown to pull a cheap shot.

"Aw. All alone, hothead? You used to run in a group. What's the name of that team again?"

"Oh come on, you know exactly who they were," Pheonix implied as large chunks of rock were hurled at him. "Rainbooms!"

Rock Roller, Tornado, Ice Breaker, Vine, Sparkplug, and Cyber Witch came to her side and engaged the villains.

Rock Roller came right at Beatdown and deliver two quick punches then bash her head on him.

"I cannot believe you call us for this!" Tornado exclaimed while fighting Warpath in the air.

"Nice see you too, Tornado," Phoenix said as Warpath fired lasers at them.

"Really you couldn't handle three chumps like them."

Ice Breaker forms her gem shield to block off Soundwave's Sonic Screech.

"Stop screaming, Mimi!" Sparkplug exclaimed as fired her Sticky Bomb at her shutting her mouth,

"Good shot," Ice Breaker praised her.

"Thanks, duck!" Sparkplug tackled her away from Beatdown as he was getting trashed by Rock Roller.

"Going to knock you off the sky!" Tornado got on Warpath's back and smash the jet pack causing him to crash.

"Vine, now!"

Vine wrapped Soundwave and Warpath in root while Rock Roller did an uppercut and Beatdown was down and out.

"Once again, you lose, Beatdown,' Rock Roller said.

...

"It's been weeks since we last saw each other," Rarity said as they met in their Secret Hideout.

"We actually haven't had reason to meet, ever since we have beaten Grogar and put the rest of his followers behind bars," Fluttershy said. "And with Siren Squad got downtown, Crusaders got Ponyville, Shadow Seven in Crystal Village. Most of Canterlot is practically safe."

"I still think we should meet more often," Sunset suggested.

"But why? Most have our problems to deal with," Twilight brought up.

"No joke, I been around with Sonic stopping Eggman from whatever he plans to do. Besides there are no major threats... wait do we have a gavel?"

Yes, we have a gavel.

"What was that?"

"Oh, Tails and I created a new A.I her name's Orion. Orion, everyone, everyone Orion. So I guess were done here."

....

With Rarity and Applejack, both of them recevie a called from Shadow the Hedgehog.

"Oh, Shadow what brings you here?" Rarity asked.

"I noticed that you guys brought in The Masters of Doom, and let's just say, that they may be tied into GUN secert-op that me, Rouge and Omega are doing, care to join us."

"I've got nothing better to do, count me in," Applejack repiled.

"I could use some little exitcement," Rarity sighed a bit.

"So, what you got for us, Rouge?" Shadow asked as they were in the air.

"For the past month, I've been investing Eteon," Rouge said.

"Who?" Applejack.

"Eteon. Sercet organzition. Top evil scientsits in the world." Omega expainled.

"Eteon have been grabbing high-tech gear from all over the world, then hoarding it in hidden undeground base."

"So, how are we going to get in?" Rarity asked.

"We're going to walk in the front door."

...

Two guards saw Eteon agents carrying Ice Breaker and Rock Roller in chains, both of them let him pass into a room a full Eteon agnets.

"Shadow, were in postision," Rouge said in her comns.

Shadow telported right in front of them and used his Chaos Blast knocking them all out.

"Impressive," Ice Breaker exclaimed.

"You should be," Shadow said.

"Warning, life forms deteced, engaing combat." Omega warned everyone as he armed his machine guns and aimed at four Eteon agents.

"Wait, don't fire it us," One of them drop thier masks and reveal to Arctic Ace.

"Arctic? If your here who are the other two?"

The other three drop their get and reveal to Starlight, Sugarcoat, and one other person.

"Starlight? Sugarcoat? And you are?" Rock Roller came in.

"I'm Spruce Spanner, you may know me as Saddle Rager. A member of the Power Ponies."

"Now, that were all aqainted, what brings you here?" Shadow asked.

"We're investing on Eteon's new leader, call himself, The High Override," Arctic Ace replied.

"Strange how both our mission tied with Eteon, and niether of us knew?"

"Maybe, Sunset was right on us spending time apart, left hand doesn't know what the hand's doing."

Atttenion all science soliders, this is you leader The High Override. I will be adressing the tropes in the laboratory in five mintues. Attendance is mandorty.

"The High Override. We find him, we find out why Eteon is stealing super tech," Rouge stated.

"Guys, gonna wanna see this," Arctic Ace said as he showed them something. "I hacked into Eteon's deveiplment projects. There's a list of tech they stole, incluing this."

He showed images of Malware

"Malware? How did they hands on a piece of Malware!?" Starlight asked.

"We get to the bottom this, Starlight," Rarity said.

"Easy for you say, Malware used me to wipe out all orangic life-forms, and nearly destroyed you and the others."

"Come on, let's her what the The High Override has to say," Shadow said.

Much later, Rarity, Applejack, Starlight, Sugarcoat, Rouge, and Spruce went in disgiuse while the guys were uptop seeing the event unfold.

"As your leader, I see all. I see a new Eteon. More ambitous, ruthless. Standing on the prepices of greatness. I see Eteon creating a new world order."

"That's the leader, dosen't seem dangerous," Applejack said. "Seems more of a..."

"Werido," Sugercoat finsih her thought.

"I see the future, and the future is here. I give you, the Learners."

"What the heck is a Learner?"

"It's capble of study those who fight them."

"Not only they steal it, they bult three of them," Spruce said.

"We have improeve of their techongly. Now they can copy any powers within close range.

The Learners shows sign of increase size.

"They're picking up gamma rays, but where? Could it be, that we have vistors?"

"Uh-oh."

"Our cover is blown," Shadow said. "Omega implented I-89."

"Understood, comecing I-89."

"What's I-89?" Arctic asked.

"This."

Omega unveil his missle lanucher and started to fired that casued a rucks allowing the girls to transform then the Learnes picked up on their powers.

"Look likes they learned us quickly," Rock Roller said.

"Indeed, I see a new future, a future without you in it. Learners, attack!"

All of them dodged the bots plasma cannon. Bishop holded herself as one of them came at her.

"The Learners don't merley copy our powers, they copy our strenght."

"I don't belive what I'm seeing, Eteon's somehow managed to upgrade both the compelx interanl apadotors and the external intergito at the same time," Spruce said then dodeged a laser by one them.

"If we get out of this alive, maybe we can ask them how they did it," Ice Breaker said. "But now it would good time for you bring her."

"Good idea," she nodded then made her angry enough to transform into her Rage Mode and punch one of them not before The Second Leaner punched her.

As the heroes was battling them, The High Override and underlings were wacthing.

"With the unusaual arrival of our ememeies here, I see we need to move up on our time table. Let's go."

Him and the underlings left them.

"If the Learners are able to copy powers in close range, they we need to split up," Arctic Ace said.

"Then let's do that, then," Shadow said.

Learner I chased after Ice Breaker and Galaxy Girl, Learner II followed Rock Roller, Bishop, and Saddle Rager, while Learner III stay behind and Team Dark and Arctic.

With Ice Breaker and Galaxy Girl...

"Now that hunk of junk has our power, beating won't be a..."

Learner I hit Galxay Girl with laser blast.

"You were saying,"

"Maybe... What am I saying? I never wrong."

Just as the Learner I was about to fired, Galxay Girl fired an energy bolt, while Ice Breaker fired ice bolt, both attacks missed it. Then Galaxy Girl kicked it right into wall, then Ice Breaker fired another ice bolt that hit him.

"We're out of synch."

"Too much time apart."

"Then we have to catch up, away from here."

Ice Breaker created a ice wall, then both girls flew out of their.

With Rock Roller, Bishop and Saddle Rager.

Learner II came right at Rock Roller with a punch then Saddle Rager slammed the ground and send it in the air. Then Bishop threw two bolders at it but the Learner destroyed both of them, then Saddle Rager grabbed its legs and slammed to the ground then got tosssed by the Learner.

"Despite our combine efforts, it's still able to best us," Bishop said.

"Thing is strong as we are," Rock Roller said.

...

Meanwhile, Learner III fired its guns at Rouge who tried to avoid it.

"Hey dummy," Arctic Ace froze its arm then it fired at him.

"Elimate all opposing threats!" Omega said then fired its rockets only blasted by bot's plasma cannon.

"This ain't working!" Rouge said. "We need to start working as a team."

"That's easeir said than done," Shadow said while did a Chaos Spear at it.

...

Galaxy Girl fire two energy bolts at it, but they missed, then Learner I tackled right into her.

"Starlight, Galatic Freeze!" Ice Breaker while charging her hands.

"Done."

Galaxy Girl used her magic tossed it air, then she and Ice Breaker did magic blast and send to the ground.

"Always like that move."

This you leader, The High Override. Leaners move to phase two."

"Phase two?" Starlight asked as it rocket boossted out of there.

"That never sounds good," Rarity said then both of the followed it.

Much Later...

"Sorry for the delay," Ice Breaker said as they caught up. "Is everyone acounted for?"

"Yeah, expect for the Learners," Shadow replied. "They still could be around. Fan out and find them."

"And what about The High Override?" Rock Roller said.

"Yeah?"

"Found him." Rock Roller pointed to him.

"Ah, you have arrived. Phase one testing complete. Everything is going to plan."

"If your plan, is getting crushed by us? Then let's see your plan to the end," Arctic Ace exclalimed.

"I'm The High Override, I'm the future, I am your destroyer. Learners to me!"

The Learners begin to merged with The High Override.

"My genuis along with the resources of Eteon-- we have imporoved the Leanrers into some more. The Ulimate Learner. And for phase two, destroy those who would oppose us."

"The mind of The High Override, and the Learner's abilty to mimic powers, I don't like what I'm seeing," Rock Roller exclaimed.

"Becasue it's look bad, very bad," Shadow said. "Omega, what enegry reading on it?"

Engery level anayls. Subject: The Ulimate Learner. Power level is 5000 and rising."

The Uilmate Learner frired it plasma cannon at them forcing all of them to dodge it.

"Alright, let do this."

"I think not."

The Ulimate Learner did a ice blast at Shadow only to be null by his Chaos Spear, then it knocked off Rock Roller and Saddle Rager off, then got kicked by Rouge and Bishop.

"Navie fools. You faced the power of The Ulimate Learner, augmented by the mind of The High Override."

Uilmate Learner did a shockeave that send most of them back.

"We're getting schooled by hunk of bolts how in the hay is this happening?" Rock Roller said.

"It is not the same Learner and not the same Eteon. We can't let overcondfidnce to you," Ice Breaker said.

"I don't think overconfident is our problem."

"We need worked like a team," Shadow said then trip it up. "Saddle Rager, go high!"

Saddle Rager gave quick uppercut to distrput it's timing.

"Ice Breaker, go low!"

Ice Breaker did freezing slide kick at it.

"On your left," Arctic Ace fired shards of ice at it.

"Omega, can you scan the liquid metal for a weakness?" Rouge asked.

Possible. Need a full anaylasis to see.

"How long?"

Four mintutes.

Bishop threw two greandes at it that exploded then Rock Rolller head butted it, then Shadow spindashed it.

"Keep the pressure on, before he can recover!"

Shadow did a Chaos Blast that stunned it, to that end Omega fully scanned it.

Analyisis compete. Weakness founded. We need to hit when spilt off. Eqiupping concussion rockets, they will make the metal unstable enough for the rest of you to blast it off.

Omega fire one of them at The Uilmate Learner that may unstable.

Galaxy Girl, you'lll five seconds to contain it before it goes back.

"Got it, one contain orb coming up!"

Galaxy Girl created an containemtn orb around the exposed metal trapping. Arctic Ace, did a an ice spike at it, while Omega fire its second rocket and Galaxy did it again.

"No!" The High Override exclaimed while being held down Rock Roller. "This can't be happing!"

"Yep, it's happening!" Rock Roller exclaimed as she tore it apart allowing Starlight to trap it.

"You may have me, but not before I take thousands of inncoent lives-why is isn't working?"

"Sorry, pal, no boom-boom for you," Bishop said. "I jammed your frequecy. You really need to upgrade you system."

Then Shadow knocked him out cold then ground started to quake a bit.

"What was that?"

"Yikes, looks like our brawl with the Uilmate Learner just comprised the structal interigy of the entrie base," Arctic Ace said.

"If the base collaspes, it'll take the entrie town with it," Ice Breaker realized.

"Rouge, Omega, and I will head topside to the people safe. The rest of you try to keep place from falling."

As Team Dark went outside, the rest of gang tried to keep the base from falling.

"Okay, Bishop on 3...1...2...3!"

Both Applejack and Sugarcoat used their strength to hold it together.

"Galaxy, we could use the Learner metal to reinforce the damged beams."

"Good idea,"

Galaxy Girl placed the two orbs then Ice Breaker sliced it with the metal was able to hold it place.

Hours later...

"And that's what happened," Rarity explained everything to others.

"So, not only Shadow asked you two to tag along, but Arctic, Starlight, Sugarcoat, and Saddle Rager were there and fought off Learner that was have a piece of Malware?" Rainbow asked to wit all four nodded. "Dang, that epic."

"And were right, Sunset on how we should start meeting on a regaular basis," Applejack admitted.

"It's big world out there, and there's always another threat," Sunset said.

"Let the come, they won't know what hit them," Indigo delcared

Then to everyone suprise the oringal Malware popped out the ground and used it power around the The High Override.

"No!" He cried in angoy forcong to turn.

"Quit, your comlplianing, so-called High Override," Malware as he was whole again. "Your intelligence and Learner Body belong to me."

"Were all seeing the same thing right," Twilight said.

"Yeah, but it's impossbile," Starlight said in horror.

"The Malware revoultiion begins now."

Here the info on Malware
https://www.fimfiction.net/blog/998357/eghcc-malware

High Override