Giganta groaned as she opened her eyes... her vision was blurry, she could still hear them...

"Her systems are still a bit glitchy from the attack by Red X two months ago, but she's recovering rather quickly..." The voice said, looking up she could make out a purple blob, and an Orange one next to it.

"How long 'till she's fully operational?" The orange one asked.

"She should be online now. She's just taking a bit to wake up." The purple blob said. A few seconds later her vision cleared up completely and saw them.

"W-what? Wh-what's going on? Where am I?"

"Take it easy there, sugarcube." Applejack said as Giganta slowly sat up, taking in her surroundings.

"Wh-Where... am I...?"

"You're currently in our Watchtower, you've been recovering for sometime now after you were heavily injured in battle." Twilight explained.

Giganta blinked, slowly processing this information. "K-Kobra... w-where are they?"

"Not here. They won't hurt ya." Applejack said as she held onto her. "Ah promise ya they won't hurt ya again."

"D-don't... make promises you can't keep."

"Sugarcube, Ah've fought in more wars than Ah can count. Those bastards don't stand a chance against me!" She proclaimed proudly before giving her a coy smirk. "Or you, once yer upgrades are properly installed…"

"Wait... you're going... you're going to help me?" Giganta asked with happiness in her synthesized voice. "But... I nearly killed you."

Applejack leaned down and placed a hand on her shoulder. "Sugarcube, trust me when Ah say this: Ah know how it feels to be used."

"Wha-what do you mean?"

"Let's just you're not the only one who's been forced into something against their will…" Twilight interjected.

As if on cue, Rainbow Dash stormed into the room with a less than happy look on her face, carrying none other than an unconscious Pinkie Pie on her shoulders. "I honestly can't believe you, why is it every single time we go out for a drink something blows up and I end up having to carry you home?!"

"Because shaddup." Pinkie replied with a burp. "Plus... don't... aren't ya immune to being drunk?"

"Yeah but I still like the taste of cider-DON'T CHANGE THE SUBJECT!" She snapped, tossing her into her old cell. "Now stay here until you're sober enough to feel again!"

"Rough night?" Applejack giggled.

"I swear if you make me babysit this nutcase again I WILL go nuclear!" Rainbow shouted before noticing Giganta staring at her. "So she's finally woken up huh?

"W-who are you?" Giganta asked curiously. "Y-you don't look familiar to me."

"The name's Brainiac, AKA; the mare that saved your cybernetic flank from being deleted!" She scoffed.

"And I'm Pin-the-tail! I mean, Papyrus Pie!" Pinkie slurred from inside her cell.

"...the pink one worries me." Giganta said as she moved a bit, testing her servos to see if they functioned correctly.

"We actually managed to restore the damaged parts of your body by using Rainbow Dash's structure as a reference." Twilight explained. "Though we still have yet to apply the outer layer of skin..."

"You're welcome." Rainbow scoffed.

"I'm not ungrateful but I never saw you before right now." She said. "Forgive me if I seem a tad… offish."

"Whatever, I'm going to the training room..." Rainbow sighed before storming off.

"Somepony's jealous..." Applejack snickered.

"Why is she jealous? She saved my life." Giganta asked with a curious look in her eye.

"Well..." She began as Twilight made her way to the main console and started typing in some commands.

"Y'see, she saved her from going nuclear in the city a while back. Since then RD's had nothing but respect for her... and after Ah brought ya back Twi started focusing more and more on studying yer anatomy, Ah guess she kinda started seeing ya as... competition fer Twi's attention..." She explained. "During some of our training exercises she's been pushing herself past her limits, as if to prove that she's still worth her time..." She said as she walks towards the console. "...don't worry too much about RD, she may act all tough and stubborn, but she did go to great lengths to make sure you were safe when the system was infected by a virus."

"Perfect!" Twi suddenly exclaimed, getting everyone's attention. "I've managed to recompose the second skin layer and make sure it adapts to your body structure perfectly!"

"Erm... thank you?" Giganta said as Twilight showed the second skin, labeled "Rarity". "That form, and that name... that's going to be me?"

"YEP!"

"...you're sure you're no mad scientist?"

"Well she did do the evil laugh when building RD's new body..."

"I only did that once!" Twilight retorted angrily.

"What about the time you started making emergency protocols for the tower..." Pinkie added, having finally sobered up. "I think protocol 10 involved blowing this place up? And what was protocol 52 again? Reboot everything?"

Twilight angrily turned away. "Do you want your new skin or not?" She asked bluntly as she continued typing. As Giganta made her way back to the stasis pod she heard Twilight mutter something under her breath. "I'm nothing like him... I'll NEVER be like him..."

"Um... did I say something offensive? I-I didn't mean to." She said with a bit of fear in her voice... huh. That was a new feeling. Fear.

"Nah, she just tends tah get really defensive when compared to a scientist... the last time she butted heads with one... it didn't end well..." AJ explained as she helped her back into the pod.

"I understand." Giganta said as she became snug within her pod. "Alright how does this work exactly?"

"Long story short; it scans ya, then slowly places a second skin over it. It's kinda like yer bein' fitted into a skintight suit... that's actually yer skin." She tried to explain.

"That's a pretty abridged way of putting it..." Twilight stated as the pod closed.

"If Ah let ya explain it ya'd spend a good three hours spelling it all out."

"Oh whatever!" She replied. "You're only saying that because of how I explained your sword isn't it?!"

"Ya darn skippy it is! Mah sword ain't somethin' that ya can just break down into just bein' a pointy stick!"

"Well if you just let me finish, I was getting to the tech involving the portal-"

"Ah don't NEED boomtube tech explained tah me!"

"If you two are gonna make out, can I record it?" Pinkie chimed in, pulling out her phone from... somewhere. "This'll get so many hits!"

"...can Ah stab her? Please let me stab her." Applejack asked as she pulled her sword out. "Ah really want to stab her."

"...depends on where you wanna stab me~" Pinkie replied with a sultry tone, twirling her mane with one finger.

"Just ignore her AJ." Twilight groaned as she turned to Giganta's pod as it closed. "The preparations are complete, now to commence the procedure..."


Rainbow sighed as she re-entered the room, having taken out her frustrations on a few training bots not too long ago.

"Stupid no good... dumb android. Make me work too damn hard saving your sorry metal ass." She said quietly to herself. "I mean is it THAT hard to get so much as a thank you anymore? Really?"

"Thank you so much for the new upgrade, darling." Rarity said as she felt her surprisingly life-like flesh. She now had a smooth snow-white coat with three diamonds for a cutie mark, sapphire blue eyes, and a long, flowing purple mane.

"No prob, it's not every day I get to study someone with an anatomy as unique as yours!" Twilight smiled and she looked over her notes. "I mean, all this coding and advanced technology, I'm geeking out!"

Rainbow paused as she heard those words. Geeking out over her... that was what she did with Rainbow... she was the one she was supposed to geek out over.

"Darling really-"

"No I mean it! Oh my Gosh you have eye lasers!" she heard Twilight shout.

"I-I could've had eye lasers if I wanted to." Rainbow stammered quietly.

"And the technology used to enlarge and shrink your body is just magnificent! Not to mention all the weapons stored within, how do they shrink and grow along with-"

"Twi, yer drooling..." AJ interjected.

Rainbow was... well to be honest she was upset again, but this time she was going to be heard. "ALRIGHT ENOUGH! She shouted as she entered the room. "She is not as cool as I am! I'm way cooler than this stupid android!"

"...and the dam breaks…" Pinkie stated casually as Giganta winced at her tone and AJ narrowed her eyes.

"Ah'd watch it if Ah were you, Dash." She warned her. "She's been through just as much as y'all have.

"Rainbow, just what's gotten into you?" Twilight asked as she flew over to her. "If anything I thought you'd be happy that there's another Android for you to bond with.."

"But it hasn't been ME bonding with her, it's been YOU!" She roared as she marched up to Twilight and poked her chest. "You saved my life and I owe you EVERYTHING! YET FOR THE PAST FEW DAYS NOT A SINGLE ONE OF MY ACCOMPLISHMENTS HAS CAUGHT YOUR EYE BECAUSE OF IT!" At that Rainbow pointed at Giganta.

"Hey now that ain't fair!"AJ replied. "It's not-"

"YES! IT! IS!"

"Listen Rainbow, you're acting like-"

Sadly whatever she was about to say was cut off as Watchtowers alarm started going off, the main screen immediately turned on, displaying what looked like a small planet, slightly smaller than their moon, approaching the planet.

"What the name of pink is that thing?" Pinkie asked as AJ scowled.

"The Warworld."

"... whatever. I'm going to be in my room doing my own things." Rainbow said as she walked away.

"Not so fast!" Twilight stated firmly as she started typing. "We've just recently gotten a lead on a weapons cache that belongs to a certain organization... I need someone to take it out while AJ and I deal with the wannabe Death Star." She explained, ignoring Pinkie's snickering.

The screen changed to an aerial map of Jump City. "I need you to head over there... and take Rarity and Pinkie with you."

"WHAT?!"

"Consider it a "team-building exercise"..."

"You three really hate me. Don't you?" Rainbow asked. "I mean it feels like you do at times... maybe I'm wrong but hey I'm not the one that helps protect this building 24/7-OH WAIT YES I AM!"

"And I appreciate that, but that doesn't give you the right to insult our newest member to her face!" She replied, her eyes glowing. "This is a team and like it or not you're all going to be working together at some point, I will NOT have said team fall apart because of some petty jealousy!"

The was a loud explosion that shook the base, the screen switched back to the Warworld, which had started firing upon the aerial forces sent to intercept it as it descended upon the planet.

"We'll continue this conversation later. AJ, let's move!" She should before flying out the door, leaving the trio alone together.

Rainbow said nothing as she looked to Rarity and just sneered. "Alright... so when do you wanna go out then? I was thinking right away but you probably don't wanna ruin that pretty skin of yours."

Rarity's eye twitched. "I'll have you know that I'm perfectly fine with starting the mission now." She said as she casually tossed her hair. "If anything you should be preparing considering your tech is quite... outdated by Apokolips' standards..."

"Says the robot that was how many decades old when she was finally dug up?" Rainbow retorted with a snarl. "And let's be honest grandma, you're way past your sell-by date."

"I am built to conquer entire worlds! This planet, had I been properly programmed by one of my people, would be mere ASH by the time I was done!" She said as her eyes glowed. "So thank your Gods that I am not like this right now you insufferable microbe!"

"I was built to go toe-to-toe with the mare who could play KICKBALL with this planet if she felt like it!" Rainbow replied, getting dangerously close to Rarity's face as the nodes on her forehead glowing brightly. "I'm powerful enough to make the government consider using NUKES just to stop me!"

"Oh for the love of-JUST FUCK ALREADY!" Pinkie yelled eagerly, causing the two to quickly back away from each other.

"JEEZ. Chill out!" Rainbow shouted back at Pinkie. "Just... why are you so loud?"

"What can I say? It's my gift to the world!" Pinkie giggled as she skipped out of the room.

"More like a damn curse." Rainbow mumbled under her breath. "Alright let's head out. I already have a foolproof plan to get into the place, by the way Golden Oldie... I'm the most experienced member here, so technically that means I'm in charge. Ergo; YOU follow MY lead."

Rarity scoffed. "Oh? I'm just supposed to blindly follow your lead? Or have you forgotten that Kobra is my enemy as well?"

"They might be your enemies but your plan would probably be to just to rush in guns blazing. My plan is to wait till we are close enough to the objective and THEN bust out the big guns. That way they're taken by surprise and can't properly prep themselves." Rainbow retorted.

"Yes because someone who was built for infiltration and destruction from within could NEVER have thought that up..." Rarity rolled her eyes as they made their way into the elevator.

"You were built to mainly destroy. I mean for pete's sake you couldn't even do much at Kobra's last base!" Rainbow retorted.

"I was trying to break free for your information." She replied. "That collar on my neck was downright painful! Not to mention I had just woken up-WHAT THE HELL IS THAT?!"

Upon exiting the elevator, she found herself staring at Pinkie's "car".

"The Joker Mobile as Pinkie likes to call it." Rainbow said as she face palmed. "It just... ugh... anyways you still could've at least tried. Some advanced life form you are. Can't even break out of a simple SK-38 Restraint Collar." Rainbow said with a bit of venom in her voice.

"Wait, how do you even know what-"

"HEY!" Pinkie called out as she exited the car, now wearing her "Harley" outfit. "Are you two lovebirds gonna get moving or what?! We got a cache to blow up!" She stated before glancing at Rainbow. "And BTW Brainy, it's called "The Killing Joke"!"

"Whatever..."

"Putting it out there right now, I'm not riding in that…" Rarity stated.

"Oh?" Rainbow smirked as she spread her wings. "So they installed flight software in you?"

"No…?"

"Well tough luck, 'cause I'm not carrying you!" She gloated it before flying off.

Rarity simply watched her leave, glaring daggers at the back of her head.

"Hey Rarity, while you're sitting in the trunk to make sure you don't touch the cannon, I haven't fine-tuned it yet and it only shoots cotton candy!" Pinkie called out and she got in the driver seat and opened up the back for her.

Rarity's eye twitched. "I suddenly miss being in stasis…"


In one of the warehouses of Van Hoover, several armored stallions and mares watched as the newest weapons shipment was lowered into an armored ship.

"You sure this stuff is as powerful as they say?" On of the stallions asked.

"If it isn't then this was a complete waste of time." A mare said as the shipment was finally lowered. "I'm looking forward to actually getting back home."

"Personally I'm just glad we're getting out of this stinkin' city." Another mare scoffed as they started boarding the ship. "You hear about what happened to the unit assigned to Jump City?"

"Wiped out. Terrible." The mare said without an inch of remorse. "But yeah I'm going to be glad to be as far away from this stinking city as I can be."

"Yeah well, that's the weird thing… the last distress call ended with one of them screaming that 'she's come for vengeance'." The stallions added, looking slightly nervous. "What do you think they meant?"

"Well honestly? It could mean anything." The mare told him. "Now just shut up and do your job."


Down below in the storage room, one of the boxes shook for a few seconds.

"Get your hand out of my eye!"

"Well then get your foot off of my stomach! And stop groping my breasts!"

"...um, that's not me..."

"Then who-?"

"Oh~, squishy~ hehehehe!"

"PINKIE LET GO OF ME!"

Almost immediately the top of the box was torn off from the inside.

"Finally!" Brainiac gasped as she pulled herself out, "Thought I was gonna suffocate in there…"

"Darling honestly I don't think we CAN suffocate... well the pink one can but not you and me." Rarity said as she got out and stretched her arm servos. "Oh it feels good to be out and about."

"I'll say!" Harley giggled as she leapt out of the box holding a large sniper rifle. "This thing was pushing up against my ass the whole trip!"

"Okay. TMI, Harley." Braniac said as she looked up. "Alright I think we've waited long enough. Think you're ready for one more go for the night Giganta?" She asked her friend with a smirk.

"Brainiac, for the hundredth time, I'm more than capable of handling this mission." Giganta replied in irritation.

"Hey, I'm just making sure your batteries don't run out mid-mission." Brainiac smirked. "I mean, after studying your anatomy it became pretty clear who's the superior model..."

"Yes and I forget... who was the sobbing mess that nearly leveled the city in a tantrum?" Rarity said with a smirk. Brainiac looked like she wanted to cut the wires to her head.

"Said the supposed 'ultimate android' who glitched out the moment she got damaged?!" She retorted angrily before going into her battle mode.

Meanwhile, Harley was going around looking through several boxes, most of which contained weapons and armor. But upon noticing her "other self" sitting next to a smaller box she quickly opened it up... and was shocked to her core by her discovery.

"Well... this doesn't bode well… uh, ladies?"

"WHAT?!" Braniac and Giganta shou in irritation.

"Well um... come over and have a look and see what I mean." Harley said. "I-I mean... I'm not that good with sciencey stuff... that's Batmare's thing."

"What are you-?" Brainiac blinking when she noticed blueprints for some sort of... prototype? "These designs... they're kinda similar to your own, Giganta… but seem a little more advanced..."

"What? Move. MOVE!" She shouted as she pushed the two aside and looked at them. "This is... how... this body is too small to handle so much weaponry."

"So... shoving it into a robot wouldn't work either? Because these files are saying otherwise... or maybe they're just poor scientists...?" She asked as Brainiac snatched the blueprint away.

"...change of plans ladies, we're not sinking this ship..." Brainiac explained. "We're riding this baby all the way to their base and shutting them down for good!"

"Oh I like the sound of that." Rarity said with a smile on her face as Harley jumped up and down with excitement.

"I love surprises! I only wish Batsy was here to see this..." She whispered dreamily.


Meanwhile in one of Bludhaven's many abandoned apartments, Batmare dropped Zazz's blood-drained corpse to the ground. She then turned her attention to the shivering Pegasus in the corner.

"You alright, Mr. Palmer?"

"Y-yeah... thanks." He said timidly. "That guy he... he was a psychopath."

"Just be happy I got her before he went human-centipede on you..." She said, only to blink when she noticed something watching her on the nearby rooftop... only for the figure to vanish from sight.

Glaring at the spot, she scoffed and lead the scientist out of the building...


"Hurry up!" The mare said as the ship was brought into Kobra's base. "We need that cargo in perfect condition!"

"Welp, I think that's showtime girls." Harley said as she prepared her gun. Brainiac smirked as her helmet covered her face and Giganta morphed into her giant form. Immediately she burst out of the ship and jumped onto the docks, firing her eye-beams at the soldiers before they could flee.

"WHAT THE SHIT?!" One of the soldiers shouted before being engulfed by eye beams, turning him to ash.

Brainiac blasted several holes in the ship before flying out and letting loose several bursts of electricity towards more of the soldiers, only a few groups managed to escape… and one group ended up running into Harley.

"I'm here bitches! And I bought favors for everyone!" She cackled as she rolled several marbles at them, only for them to immediately explode the moment they got close.

Giganta smooth that her handiwork before looking around and turning her attention to the observation deck where more soldiers were fleeing deeper into the base, she quickly reached into it and ripped open a massive hole in the wall… only to get a rocket to the face to the face as a few of the soldiers with more advanced armor and weapons remained behind.

They repeatedly find out her face before another one of them came forth wielding some sort of sonic cannon, she blasted Giganta in the chest, sending her flying across the room and into a wall.

"I saw that, it was hilarious." Brainiac smirked as Giganta shrunk back to her normal size.

"Oh, shut it dear." Giganta said as she used her eyebeams again and tore through a soldier. Not quite as powerful as when she was big but still lethal.

"You're just jealous that I'm killing more of them than you." She chuckle before flying upward just in time to avoid the sonic cannon's blast, looking at where she once was she whistled at the size of the hole it had made in the wall. "I gotta get me one of those... wait, where's Harley?"


"WEEEE!" Harley yelled as she kept blasting away at the helpless enemies before her with her bazooka.

'Waddaya say we put a smile on their faces?'

Harley blinked as she noticed her "other self" hanging from on one of the air vents. Smirking, she pulled out a scepter with a jester's head on the end and pressed button, spraying acid onto the vent. After it melted away she quickly pulled out a neatly wrapped package and placed it inside before sealing it up with her extra-strength wrapping paper.

"Tick-Tock, Tick-Tock!" She giggled as she skipped away...


"Wherever she is? It can deal with her insanity." Giganta said as she activated her eye beams again... however they weren't working on the cannon. "Don't worry about her darling. Worry about that thing not getting pierced by my blasts."

"Oh please, like you'd actually damage me?!" Brainiac scoffed as dodged another rocket before firing her own blast of electricity at them, only for it to be deflected by another blast from the sonic cannon, which then nailed her in the stomach and sent her flying through a wall.

"STOP! BLASTING! ME!" Brainiac shouted as she blasted another rocket aimed at her. "You're REALLY pissing off the borderline demi-goddess!"

Giganta quickly attempted to grow once more, hoping to take advantage of their attention being drawn to Brainiac. Sadly the enemy had other plans as The doors to the room opened, revealing several more soldiers, at least three of them wielding the same sonic cannon.

"You've got to be kidding me…" She growled before firing her eye beams again.


"BOOM BOOM! BOOM BOOM!" Harley shouted as she heard the symphonies of explosions from her friends outside. "THIS IS THE BEST! NIGHT! EEEEEVEEEEEER!"

Sadly this joy was short-lived as something burst through the wall and slammed into her.

"Ugh... what in the name of pink...?" She groaned as she looked up... and was both baffled and excited.

Standing before her... was a massive, green dragon.

"...am I tripping balls?" Harley asked as the dragon leered at her and stood over her. "Wait I'm not?! YAY DRAGONS ARE REAL!"

The Dragon however did not share her enthusiasm, as evidenced by him immediately spewing flames at her.

"EEEP! DRAGONS AREN'T FRIENDLY!" Harley screamed as she leaped out of the way. She quickly darted down the hall, with the dragon hot pursuit.

"STAY STILL!" The dragon roared as he breathed fire towards her again. Harley just kept to hopping all over the place.

"No! I don't want to end up rare, medium, or well-done!" She replied as she darted around the corner.

'Now would be a good time to open our little "present"…' Her "other self" said as she ran beside her, casually pointing at the detonator in her pocket.

'No, not yet… we need that for later…' She mentally replied before ducking to avoid a another fireball. 'OK, I just need a way to get him off my tail…'

"PEEKABOO!" The dragon shouted as it busted down a wall and dashed in front of Pinkie.

"EEE! I DON'T REALLY LIKE THAT SURPRISE!" Harley shouted as she tried to turn and run.

"OH NO YOU DON'T!" The dragon snarled as it grabbed her by the leg and lifted her up. "No one gets in the way of the boss's plan-ARGH!" Before he could finish talking, he let go of Harley and grabbed his head in pain. "N-No! T-Too... soon!" He groaned as he slowly started to shrink in size.

"...okay that was...weird." Harley said as she saw the new form of the dragon. A small pony with purple fur and green mane with a red and white jumpsuit.

"D-damn it… why does that keep happening!? The Chief said that it would last longer this time…" He groaned as he attempted to stand up, only to be grabbed by the mane and yanked up to Harley's eye level. "OW, OW. LET GO IF MY MANE!"

"... you're just a pony." Harley stated. The colt growled at her as he looked her dead in the eyes.

"WELL NO SHIT SHERLOCK. NOW PUT ME DOWN!" The colt snapped as he struggled to free himself, only for her to smirk pull out some wrapping tape.

"OOOOOH I always wanted my own pet!" She giggled as she started wrapping him up… only to get struck from behind and knocked out...


"Seriously Giganta I'm REALLY starting to get worried about Harley!" Brainiac shouted over the explosions. "She's been MIA for a quite a while and Batmare's gonna be pissed if I lose her!"

"Look, we can look for her later!" Giganta replied before firing her eye-beams at several more soldiers. "Right now we need to take out those sonic cannons, I need to focus in order to transform!"

"Okay but if we find her dead I'm not the one who's gonna tell Batmare!" Brainiac shouted as she formed a gun and aimed it at a sonic cannon. "Aim aaaand... FIRE!"

A crimson bolt of electricity was fired at one of the soldiers and hit her right in the face. She fell to the ground screaming as she sonic cannon hit the floor, going off and blasting the other soldiers out of the hole.

"Huh... nice shot."

"Thanks. Been practicing my aim recently." Brainiac said as she smiled and aimed her gun at another sonic cannon. "AND BYE FELICIA!"

Another crimson bolt surged towards the remaining soldiers. The two immediately aimed their sonic cannons, only for Giganta to grow into her giant form and slammed her foot on the ground, creating a massive shockwave that knocked them off their feet. Leaving them with little to no defense as the crimson bolt struck them.

"Aaaand that about wraps things up." Brainiac said. "Seriously this was way too easy that I'm almost insulted quite honestly."

"...right..." Giganta scoffed as she shrunk back down. "Now then, what do you say we find Pinkie before she hurts herself...?"

"That's a very good idea." Brainiac said as she morphed back into her normal form. "I mean seriously she probably already broke an arm or something."

"Wait... do you hear something?" She asked as she looked around before turning her attention to one of the air-vents. "It's like… ticking?"

A split second after she said that, a loud explosion echoed throughout the base, flooding the entire stronghold with laughing gas.

"DAMMIT PINKIE!" Brainiac shouted as the gas started to spread everywhere. "If it wasn't for the fact I don't even have lungs I'd be laughing my ass off and dying!"

"Darling calm down. It's not her fault. She just wanted to help was all."

As they looked around, they saw that every soldier that wasn't dead had gone into uncontrollable spasms of laughter, their faces are being pulled into an unusually large grins.

"...well her way of helping is downright creepy..."

"Says the girl who was built as an organic super weapon meant to kill Supermare... speaking of what happened to your old body?" Giganta asked her.

Brainiac's eye twitched as stormed off. "It's... not important. Com'on, let's go find the walking nut job and see if there's still info can be salvaged. These guys were hired by Kobra, so there's gotta be something here we can use to trace back to them..."

"Agreed." Giganta said as she activated her scanners and looked through the guns. "Hm... rather high tech for simple mercenaries... wait... Brainiac I found something."

"What is it?" She asked, lifting the discarded sonic cannon over her shoulder. "Some sort of logo?"

"Yes... Kobra's logo to be exact." Giganta said. "They were here but something tells me they didn't leave just yet."

"Well if they're still here, chances are they were caught in the blast..." Brainiac replied, casting an uneasy glance at the smiling corpses.

"... or they hired some super powered mercenaries that have a telepath to help shield them from the blast." Giganta said.

"That's a very specific reason why... they're right on the edge of a platform. Aren't they?"

"Yes, yes they are."

Looking behind herself, she saw at least five ponies standing before them. An albino Unicorn wearing dark purple armor and a metallic helmet with twin antenna. A robotic dark-blue Pegasus with a white mane, and a circular device above her chest held in place by several red wires wrapping around her back. What looked like Unicorn stallion wrapped in bandages with only his bubbly blue mane showing. A pink-coated Unicorn mare with a purple mane wearing the red bodysuit with a white stripe down the middle.

"Wow... those have to be... the STUPIDEST looking outfits I've ever seen." Brainiac said as she cracked her neck. "Alright who wants to get the ax first?"

The albino glared at her before releasing a powerful burst of energy, forcing the two back several feet as the robot Pegasus immediately bolted toward Brainiac.

Brainiac merely smirked as she grabbed the robot and body slammed it to the ground. "Really? You thought that would work?! I was built to bring down the Mare of Steel!" She shouted as she then drop kicked the pegasus.

Just that she was about to land ahead however, a black hand merged from the ground right beside her and grabbed her leg, sending a powerful pulse of electricity through her body.

Meanwhile, the pink Unicorn smirked as she slowly approached Giganta, the aura around her rendering her completely immune to the toxic gas. "You know, I was kind of hoping that I'd get to face you…"

"Oh? And why's that exactly?" Giganta said as her eyes started glowing. "I understand being envious of perfection but why seek death that badly?"

"It's simple really..." She replied before her eyes started glowing ominously, simile her entire body slowly started to expand and grow… just like Giganta. "You see, you're not the only one with this unique ability..." She explained as she stopped growing, now towering over her opponent. "...and I've been DIEING to test this power out against you!"

"Adorable darling. Really. It is but... you see... I was DESIGNED to be the Ultimate Android." Giganta replied as her targeting system zeroed in on the mare's vital areas. "And that means I know how to end fights quickly."

"That's adorable, you actually think being an android will give you the upper hand?" She giggled before lunging towards her. "Allow me to show you just how misguided you are!"

Giganta smirked as she activated her boosters and flew into the air and her mouth opened up. Inside a red glowing light was starting to grow brighter and brighter until finally a red laser fired out. The beam struck the ground where the mare landed and left an explosion. Giganta then landed and saw only smoke.

However, immediately the mare leaped out of the smoke-much to Giganta's surprise-and slammed her against the wall. "My turn!" She shouted as several pulses of energy started emitting from her hands and spreading across the android's body, and soon Giganta found herself slowly shrinking back to her normal size.

"You see? You're simply programmed to grow and shrink. But me? I've reached my full potential of these abilities!" She smirked as she slammed her normal-sized opponent into a wall.

Giganta growled at that as her eyes glowed and she shot a beam at the hand of her opponent which burnt two holes clean through them. The giant mare screamed in pain as she threw Giganta to the ground. "YOU BITCH!" She screamed as she slammed her foot on top of her in rage. "I'LL CRUSH YOU FOR THAT!"

"Adorable darling but it seems you're no better than me." Giganta said. "Oh wait that's right... I HAVE GUNS!" She then shouted as she charged her laser and shot through her foot.

"NEGATIVE-STALLION! GET YOUR ASS OVER HERE RIGHT NOW!" The giantess screamed in pain as she shrunk back down to normal. Giganta immediately attempted to open fire on her again only for her to shrink further down till she was out of sight.

Behind her the black outline of a stallion appeared before slamming his hands onto her back and releasing an electric pulse.

Before she could pass out Giganta got out one good quip. "Seems you... couldn't win... on... your own."

"Are you are you fucking kidding me!?" Brainiac scowled as she fired another blast of lightning at the robotic Pegasus. "Do I have to do everything myself?!"

"Dar-Dar-Darling please. They ha-ha-have a walking EMP-P-P-P." Giganta stammered as she collapsed to the ground with her lights flickering off, thankfully Brainiac could hear her circuits still running.

"That does it! I'm gonna obliterate all of you!" Brainiacs screamed as she surrounded herself in a red aura… only for the giant pink mare to rise up behind her and swat her to the ground, not giving her time to react, the albino stallion immediately let loose another psychic wave centered completely on her, forcing her to the ground. The bandaged stallion from before leaped down in front of her as she tried to push herself back up, only for a black outline of himself to shoot out of his body and immediately slam his hands on to her back, letting loose another bust of electricity throughout her body.

Brainiac could only yell in pain before she fell forward, slowly blacking out from the sheer pain.

As her vision became nothing but static, she saw the robotic Pegasus land before her with an arrogant smirk.

"Mission complete."