Sorry for the wait; I had some nasty writer's block for this chapter.

PLEASE SEE CHAPTER ONE FOR MOST DISCLAIMERS

PLEASE READ & REVIEW, AND TEND TO THE TROPE & CHARACTER PAGES

-CHAPTER START-

Next Day – 9:30 AM

Explanations to Ponyville's citizens went surprisingly well. Granted, they were used to weird crap happening around their little town, so this whole thing wasn't too out of the ordinary. With Celestia and Mayor Mare's permission, the coalition was already setting up an outpost along the outer edges of the town, close to the Everfree Forest (mainly so they could keep an eye on anything hostile trying to come out of it). Even though they'd been publicly revealed, Gamma Team and Erika & Timmy still spent just as much time in their pony forms as in their real human forms, mainly to help the locals be more comfortable with them.

In addition, a few of the newly-arrived group members had joined them in acquiring pony forms; Subaru had the transformation of a blue-maned white pegasus with a Cutie Mark of a shield with Mach Caliber's gem set into its center, Caro was a cute little pink pegasus filly with a pair of dragon wings for a Cutie Mark, Erio was a red-maned off-white unicorn colt with a lightning-bolt Cutie Mark, Mariko was an Earth Pony (well, besides her horns) with light-pink mane and darker-pink coat and a still-blank flank (usually hidden for the same reason as Erika), and Aqua's transformation was a regal-looking unicorn with sky-blue fur and darker-blue mane & tail with the Mark of Mastery as her Cutie Mark.

Corona Agents Chi, Omicron, and Sigma were stationed at Ponyville for the time being; they and Gamma were already swapping stories with Project Freelancer's on-site operatives. Azure Feather and Rainbow Dash got along quite well, while Applejack was surprised to meet a pony who talked (slightly) less than her brother in Steely Stare. Golden Tiara's recovery was a major topic around town, and she had already gotten back into her old routine, both as a wife & mother… and as Agent Gamma.

However, things weren't all sunshine and roses. That morning, Zecora brought disturbing news: whilst exploring the Everfree Forest, she had found several creatures – a Manticore, a Timber-wolf pack, even a cockatrice – dead. Their bodies bore no wounds; they were simply… dead. What's more, there were trails in the forest – stirred-up ground, crushed plants, even a tree knocked over. And they were from something big. Now, the main group sat gathered at Rarity's boutique, going over what they knew.

"I just don't know" Twilight said. "What could kill those creatures without leaving any marks on their bodies? Fluttershy, do you have any idea?"

"N-Not really" the timid pegasus replied. "There's nothing I can think of that lives in the forest that could do that."

"What do we know about the tracks?" Teana asked.

"Other than that they're from something humongous?" Rainbow Dash replied. "Not a lot, unfortunately."

Suddenly, Teana's comm. device chirped. She activated it, and Col. Holland's hologram appeared.

"Gamma-1, we have something of a situation" he said. "Recently, one of our patrols into the forest failed to report back. We sent another fireteam out to find them, and instead we found their bodies – four UNSC soldiers, completely unharmed yet dead as a doornail. There were a few spent shell casings, but nowhere near enough to account for any serious fight."

"Sir, the local shaman recently reported finding several local creatures in the same state" Teana replied. "Whoever or whatever is out there, it's somehow able to kill without causing physical harm. And, judging by the evidence, it's big. We were planning on linking up with Shaman Zecora and helping her investigate. …Knowing that it killed a UNSC fireteam just as effortlessly as it did those other creatures, I think we'll be going in heavily armed."

"Roger that. I'll inform the Alicorns, and we'll keep an eye on you all. Be very, very careful."

-SCENE BREAK-

Everfree Forest

Same Day – 10:45 AM

The odd group advanced through the forest trail – the "Mane Six" (Trixie was still in no shape to go adventuring), Zecora, Gamma Team (in normal forms, weapons ready), and Aqua & Subaru (also in human forms). They kept their eyes peeled, and Teana had a few Area Search drones scouting the area. This part of the forest was eerily quiet; the normal sounds of nature were disturbingly absent.

Suddenly, Fluttershy saw something up ahead, and ran to investigate, the others following behind. They found the pegasus staring, eyes watering, at the scene before her: the lifeless bodies of many creatures – a flock of birds, a family of squirrels, a mated pair of wolves, a bear – littered the forest floor. Nearby was a trail gouged into the ground, where whatever was responsible had moved on. Rainbow Dash put a wing around her friend, who was trembling at the sight of so much death.

"One of my Area Search drones just found something nearby" Teana suddenly reported. "It's along this trail. Follow me."

She jogged off, the others following in her wake, as she ran along the mysterious creature's trail – towards where it had come from, judging by the direction the plants were bent. She stopped as she found what her drone had spotted: a massive, semi-transparent tube, loose on the forest floor against a boulder. It was humongous, at least 90 feet long. Upon closer inspection, it was made of hundreds of hand-sized interlocking scales.

"Like something shed its skin…" she murmured. She then called up her comm.

"This is UNSC Gamma-1 calling Corona Operative Digamma" she used Celestia's callsign. "Come in, Digamma."

"What have you found, Lanstar?" Celestia's voice replied.

"Something big, ma'am. Transmitting a visual now."

As the rest caught up and saw the massive object, Teana projected Celestia's image over a two-way holo-screen, allowing her to see it. They saw as she stared long and hard at it, an expression of concentration and deep thought on her face… that slowly shifted to one of realization and utter horror.

"By Father…" she said, eyes wide. "It can't be. …But there's no other explanation."

"W-What is it, Princess?" Twilight asked.

"Something worse than I feared" Celestia replied. "Something that poses a tremendous threat. …There haven't been any reports of one surfacing anywhere near an inhabited area for over 400 years. But with all the evidence we have – the trails, the bodies, and now this… there's only one thing it could be."

"What sort of creature could do all this?" Rarity asked.

"One of the most terrifying and dangerous creatures to ever exist on this planet." Celestia swallowed, almost as if merely saying what she was about to was a struggle. "A… A basilisk."

Twilight went deathly pale, and Fluttershy almost passed out.

"A what?" Applejack asked.

"A b-basilisk…" Twilight replied, a terrified tremor in her voice. "As Celestia says, it's one of, if not the, most dangerous creatures on this entire planet. It's a species of massive and monstrous draconic serpent, with a lifespan of nearly 1,000 years and capable of reaching over 90 feet in length."

"T-Their scales are tough enough to withstand anything short of an anti-vehicle weapon," Fluttershy said, "as well as being heavily resistant to magic, like a dragon's scales. Their venom is enough to kill a full-grown stallion within two minutes… if the stallion in question doesn't first die from the sheer physical trauma of being stabbed by a foot-long fang. But what makes them most dangerous is their eyes."

"Their eyes?" Aqua asked.

"Anything that looks at a basilisk's eyes indirectly," Twilight said, "like through a camera lens or in a reflection, is petrified, like a cockatrice. But… any living thing that makes direct eye contact with a basilisk dies instantly. There's no defense or softening the blow, and not even dragons or Ursas are immune; Celestia has said that not even she would survive. Phoenixes are the only living things immune to it, but I don't exactly see one around. If you look a basilisk in the eye, you simply drop dead right then & there. It's some form of ancient and extremely powerful dark magic that is a natural part of their biology. …Strangely enough, though, you can look at a photograph of one's eyes and not be affected at all, though the photographer will likely be either killed or petrified."

Everyone was silent as they processed just how big a threat they were faced with.

"…So how do we kill it?" Teana asked.

"From orbit?" Marie suggested.

"That's Plan B" Celestia replied over the comm. "And yes, I'm completely serious."

"Well, I guess if we find it, we can always hit it with Starlight Breaker or something" Teana said. "As long as it's not too close to the forest, that is. If it is… well, we'll think of something. Come on, folks; let's go huntin'!"

"Be careful" Celestia said. "I can't come along; too busy hammering out diplomatic stuff with the coalition. I'll see if I can send some help your way if you need it, though. Celestia out."

The commlink closed, and the group moved on, everyone keeping their senses sharp, as they followed the basilisk's trail. Aqua and Teana led, the former already in her Keyblade Armor and the latter in her Barrier Jacket. They followed the trail for about 15 minutes before they reached a large clearing, around 400 feet across, a handful of rock formations and very large boulders 'sprouting' out from the grass. But then they noticed that one of them was breathing.

The coiled-up resting serpent stirred, slowly rising up, and the group immediately realized that it had been changed. Its scales were a deep black, a pair of (proportionately) thin, almost Zerg-like blade-bearing limbs unfolded from its sides near its head area, four long, sharp horns jutted backward from its skull, and a snapshot from an Area Search drone was projected in front of the group, revealing four glowing yellow eyes rather than the two not-glowing yellow eyes seen in the illustration Twilight had shown the group. Lastly, normal basilisks had never been seen over 95 feet in length, according to Twilight, but this one was around 130 feet.

"Oh, that's just great" Ahsoka said. "The Dark Voice has upgraded it."

"Well, this is gonna suck even more than I feared it would" Marie said.

As the massive Darkness-enhanced serpent turned around to face them, everyone averted their eyes from its face.

"If you have to look at it, focus on its tail" Twilight said. "Try to rely on tracking it by its shadow, or by your other senses. Also, the Deadly Gaze only works if you make direct eye contact with it; if its eyes are in your field of vision but you're not looking at them, you should be fine, like how you can have the Sun in your field of vision and not hurt your eyes unless you look at it. And whatever you do, don't let it bite you; the venom's so powerful, you'll be dead in minutes."

"We should try destroying its eyes" Sarah said. "Back home, there's a book I've read where the main character killed a basilisk thanks to its eyes being gouged out. …But then, that was done by a phoenix, and we don't have one on hand…"

"We'll think of something" Aqua replied.

The Darkness-enhanced basilisk let out a sound that was like a fusion of a hiss and a roar, and lunged at the group with startling speed. Everyone scattered, barely avoiding being crushed by its armored skull or skewered by its new blade-tipped limbs. Aqua fired a Prism Rain barrage as she moved, but the magical bolts did almost nothing against the massive creature's magic-resistant scales. The creature's eyes then glowed a brilliant blue as electricity sparked along its horns, and it then loosed bolts of lightning at the group; Twilight, Mai, and Aqua cast shield-spells to block the attack.

"I'm guessing normal basilisks can't shoot lightning?" Shion shouted to Twilight.

"No, they can't!" Twilight replied.

The attack cut off, the dark creature's eyes' glow returning to gold. It then got its head rocked upward by a 200-mph rising blow to the chin from Rainbow Dash.

Rainbow Dash hissed in pain, shaking the pain out of her hooves. "Jeez, that felt like hitting a steel wall! What's this thing made of?-!"

She then narrowly avoided a swing from one of the Dark Basilisk's blades, and flew up just in time to see a large fireball – a Katon: Gōkakyū from Kaede – smash into the beast's side. The dark creature hissed/roared, as a comparatively-small scorch mark was now visible where the fireball had struck. Several thrown kunai with explosive tags wrapped around them crashed against the armored scales on its neck, detonating in a cascade of explosions. The Dark Basilisk lashed out with its tail, and Sarah & Applejack barely avoided being crushed.

The massive dark creature then, by sheer chance, moved its head in just the way to avoid losing an eye to a Saber Throw from Ahsoka, the energy blade instead slicing a burning gash into its right cheek. It turned its attention to the Togrutan, its eyes shifting to blue as electricity crackled around its horns. It fired a cascade of electrical power, and Ahsoka cast Force Lightning, the two forces clashing at the halfway point, Ahsoka keeping her eyes shut even as she strained against the attack. The Dark Basilisk hissed/growled as it leaned forward, pushing its attack more, and Ahsoka began to lose ground.

"Raikiri!"

The basilisk's attack abruptly cut off, as the beast reared back, screeching in pain and fury. There were now only three glowing lights upon its head, blood and Darkness particles streaming from its destroyed inner-right eye. The individual responsible stood crouched, his hand still crackling with Lightning chakra, left eye uncovered.

"Kakashi-san?" Teana ran over to him. "What are you doing here?"

"I stopped by at the ship to participate in the diplomatic stuff" he replied. "But then Celestia-sama mentioned to me the situation you girls are in, and I decided my talents were of better use here."

"Excellent timing, sir" Ahsoka said as she came closer. "One eye down, three to go."

"Nice entrance, dude" Rainbow Dash said as she landed beside Hatake, looking up at him. "…Huh. You're taller than I thought."

"I get that a lot" the shinobi replied, a grin behind his mask.

"Kakashi-san, I think you've pissed it off!" Subaru called out, as the Dark Basilisk turned toward Kakashi and those near him, horns crackling with electrical energy.

Everyone scattered just before an explosive burst of Lightning magic hit where they'd been standing. Teana took to the air, firing Crossfire Shots that did little more than annoy the massive magic-resistant creature. Switching Cross Mirage to fire .45-caliber SAP-HE rounds had much the same effect, the anti-personnel rounds bouncing off of the Dark Basilisk's tank-armor-grade scales. A smoke bomb thrown by Mai briefly blinded and disoriented the creature, forcing it to cancel its lightning attack. As Teana flew over the beast, she noticed something.

"Hey, somebody throw another smoke bomb!" she shouted. "At its head!"

Kakashi obliged, as Teana got on the Dark Basilisk's left side. The roiling smoke obscured the creature's head, and Teana confirmed her suspicion: she could look directly at where its eyes were so long as they were hidden by smoke, even though she could see the yellow glow through the smoke. Quickly taking the opportunity, she switched Mirage to Sniper Mode, aimed at the center of one of the glows, and fired. She was rewarded by one of the two glows vanishing, along with a screech of pain from the beast as a supersonic particle beam tore its outer-left eye apart. The red mage responsible then dove out of the way to avoid a blind-fired lightning burst.

"Two down!" she reported.

There was a surge of power as Subaru called upon the 7-Tailed Wolf's power, her body flaring with an aura of deep-blue chakra. She made a chakra-powered leap onto the Dark Basilisk's upper back, and lashed out with a supercharged punch that actually fractured some of the scales. She then leapt away before the creature could retaliate, just as a telekinetically-launched boulder from Twilight smashed into the back of its head, snapping one of its horns off. The beast unleashed another lightning-burst, this one slightly weaker and less focused, and Rarity & Marie were able to easily dodge.

Kakashi dove to the side, avoiding a downward stab of one of the Dark Basilisk's blade-limbs. He then focused his gaze on the limb, and released a fūma shuriken from the pocket dimension of Kamui, the weapon seemingly materializing out of his eye, crackling with Lightning chakra that enhanced it, and spinning through the air, severing the beast's spiked/clawed limb. Blood and Darkness flowed out from the stump, the latter quickly acting to form a 'clot' to stop further blood loss. Aqua, air-lifted by Rainbow Dash and then dropped, let loose a well-aimed Strike Raid as she fell, hitting and destroying the Dark Basilisk's remaining left-side eye. The beast screeched/roared and lashed out at her with its remaining limb, only to hit a Reflega spell that deflected its attack.

A Saber Throw from Ahsoka severed the remaining limb, and the Dark Basilisk then blasted her with lightning again, only this time she was able to match it. Distracted as it was by the clash, the Dark Basilisk failed to notice the charging purple light off to its right side. While focusing her gaze on a spot on the beast's neck, Marie aimed Charon at its last remaining eye, locking on. She injected a Magic Cartridge, and a Super-Missile shot out, streaking through the air and impacting the Dark Basilisk's last eye, destroying it and blowing a 'small' chunk out of the surrounding skull. The dark creature, realizing it was now completely blind, thrashed and raged, lashing out with its tail and blasting lightning in every direction.

"All right!" Shion cried. "So much for that danger!"

"Don't let your guard down!" Fluttershy shouted. "Basilisks have highly-developed senses of smell and hearing! It'll still be able to fight!"

"But snakes don't have ears!" Marie shouted.

"It's a giant magical snake with an instant-death gaze – well, formerly – and that can shoot lightning!" Twilight replied. "Is the ability to hear really that startling compared to those?"

Indeed, the massive creature had more or less regained its composure, tongue flickering as it sniffed the air, head tilting slightly as it used its formidable sense of hearing to attempt to locate its prey. However, it was still caught off-guard as Subaru made a chakra-powered leap up onto its head, and then struck down with a Shichibi-enhanced Vibration Shatter, heavily fracturing the armored scales atop its head while also damaging and weakening the skull beneath. It roared and shook its head, dislodging Subaru, who landed feet-first. Teana flew upward, bringing her Device to bear and beginning to charge power.

The beast took a Gōkakyū to the face from Kakashi, singing its scales and angering it further. The shinobi then quickly dodged the retaliatory lightning bolt. Sarah ran up the beast's back, Gravity Hammer drawn, and swung, taking off another of its horns. She jumped off to avoid a surge of Lightning energy, right before a charged Plasma Beam shot from Marie hit it in the face. At a telepathic signal from Teana, dozens of magical tendrils – magenta, purple, and orange – sprang up, suddenly binding the creature's head in place as Twilight, Marie, and Teana cast Struggle Bind. Shion cast Void Prison, further stilling the beast. Teana pointed her Device down, aiming for the damaged scales where Subaru's attack had hit.

"Attack set to minimum spread, maximum focus" Cross Mirage reported. "Armor-piercing variant of Divine Buster charged and ready to fire."

"Fire!" Teana commanded.

The red-orange beam of magic, tightly focused into slightly less than half its normal width, raced down, zeroing in on the cracked scales atop the Dark Basilisk's head. Upon impact, it quickly bored through the creature's fractured skull and its brain, punching its way out through the lower jaw. The mighty creature was killed nigh-instantly. The bind spells released it, and it toppled to the ground with a mighty thud, a few post-mortem twitches wracking its body as the Dark Voice's power left it, particles of Darkness flowing out and fading away. Teana landed down near everyone, as they relaxed.

"Excellent work" Kakashi said. "An A-Rank mission completed with no fatalities."

"That's probably because there were so many of us contributing" Twilight replied. "A team of only three or four would've almost certainly suffered casualties."

"With a team effort, the beast is still" Zecora said. "Let us return home and report our kill."

"…We're sure it's dead, right?" Rainbow Dash asked.

"No neural activity detected in hostile target" Cross Mirage replied. "Barring physical mutations, no daemonic influence is present. Vital organ systems shutting down due to lack of signals from now-silent central nervous system. Target is confirmed deceased."

"So chill, Dash" Teana said. "It's dead as a doornail."

"Teana"

"Yes, Kakashi-san?"

"I was wondering if you had a few days' free time. I'd like to teach you something."

"What is it?"

"Only a bearer of Obito's eyes can use Kamui to its full extent, as in taking oneself into the pocket dimension. But I believe I could teach you how to use it to transport other objects – including living beings – to & from the subspace realm of Kamui."

The girl's eyes widened in surprise and a little anticipation. "Really?"

He nodded. "You already know how to send things there, as I've seen. But you could learn to eject objects of your choosing, like what I did with that fūma shuriken. You could even transport people – say, take your team into the realm, infiltrate an enemy stronghold, and then release your team right in the spot where you & they can do the most damage. …Though I should warn you: the more mass you're sending to or from the Kamui realm, the more chakra it takes. Not to mention that, when dealing with a living being, doing it with an unwilling subject takes more chakra than with a voluntary one."

"I'll take that offer, sir. Name the time & place."

The group headed back, discussing various things, leaving the corpse of the Dark Basilisk behind them.

-CHAPTER END-

Sorry it's a little short, but I figure y'all have been waiting long enough. NEXT TIME: More Stuff