Author's note: Sorry…I would've written sooner, but….Fighting is Magic and Kyle with challenging me every night trying to beat me and playing til midnight…yeah…but, uh, yeah…can't wait for the real thing to come out. Anyway, enjoy the blatant RvB and Prototype 2 reference(s).

We took a few shots and ducked behind some cover. I levitated my pistols out and started unloading in random, hoping to hit something, while Red would occasionally peek out and shoot a few bullets and hide again.

"Hey, Red."

"Yeah?"

"Maine and Tex on Long shore?"

"Wait, can you do that?"

"I don't know, but what better time to test?"

"Go for it."

I concentrated really hard on the looks of the characters and the scenery from that one facility and tried to distort it all to look like it, water and everything.

(Red always liked Agent Maine, just for his badassery, and I have been called Tex, mainly because of my name on XBOX, but I don't care if Tex is female, she still kicks ass.)

I changed the other ponies into ODST's, just to give it more of a certain feel that only Halo can bring (and to avoid humans vs. pony animal cruelty). When I was done, the boxes were mostly gone, and there were the big metal crates instead.

Red and I welcomed the idea of having fingers back for a change, but the others were confused and couldn't hold the weapons they had. I wasn't exactly experienced in the distortion of actual areas or living things, so there were complications. Red lost his wings and so did I, but some of the others that I transformed still had their hooves, their heads, and wings or horns, making them look ridiculous.

Red still had the minigun, but at least I got our characters right, right down to the suit. The minigun didn't look right, so I changed it to a bruteshot, Agent Maine's signature weapon.

"Thanks."

"No problem."

The previously transformed ponies didn't know how to use their appendages properly and fell into the water, leaving very few left to fight. What used to be about fifty to sixty guys, ended to be about ten, which were the few that kept the wings and horns.

"What, you think that little magic trick would stop all of us?"

"No, actually, I was hoping for a bigger challenge."

"Well, you've only leveled the playing field by practically disabling yourselves as well."

"Oh, you don't know how wrong you are." Red commented.

"Yeah, we've been humans for nearly our whole lives, besides the few months we've been living here, so in human terms…you guys are so fucked right now."

I had purposefully put the more serious ponies in a different color armor than the normal ODST armor, just so we could take them out first.

We quickly took care of them with no problem, seeing how they could only really slap, bend their wrist and could barely walk, and the armor did restrict as fluid of a motion to fly. When the final three guys were left, being the leader, the thug, and a female assistant who hadn't said much, but was almost always beside him, we just stood in a pre-battle stance, and while we were beating the other guys, they at least learned to walk better and knew how to work the fingers.

Naturally, it wouldn't be much fun if I just left them without any way to protect themselves, so the thug had his big muscles, the assistant had dual knives, and the leader…well he had his horn. I went off to take the leader and assistant, while Red re-enacted the scene where Maine punches the big muscle guy and knocks his head off.

The two humans had learned pretty quickly, but were still a little sluggish in their movements, giving me time to dodge and attack back, or just run around hitting them, just to piss them off.

Red joined the fight after he finished living his favorite scene, and we started kicking ass. Red shot the leader with the bruteshot, but caught it in his magic and threw it back, sending a cloud of smoke. Red threw the bruteshot and it cut off his horn, and knocked him away with a roll. He picked it up the gun and shot a few more shots, sending him screaming into the water.

I was still fighting the assistant, and I had kicked her in the face, sending her sprawling and hanging on to the edge. I knew what Red was planning to do when he picked up the cut off horn, so I levitated it to give it an aura, and her to have her think she was being saved, then Red dropped the horn and I let go, and she fell into the water as well.

"That was AWSOME!"

"Yeah, but really unoriginal."

"Who cares?"

"Didn't you say you were reading about me on fanfiction a long time ago?"

"Yeah?"

"Anybody who reads this story…they care…maybe."

I distorted the area back to the way it was and ourselves back into ponies, only to find that Red and I were on one of the catwalks, and the water, was just a small drop from the floor below, revealing some of the ponies were still alive, but kept their injuries from the human fights.

"Hey, Gray?"

"What?"

"Can I finish them off…please?"

"Ok."

"But I need your help…"

"With what?"

"Hammerhoof…please, please, please, I've been waiting to do that this whole fight!"

"Hammerhoof? Oh, now I get it."

The ponies below were starting to recover.

"So can we do it?"

"Sure."

"Yes!"

I distorted the ground and made two large blocks and fit them around Red's hooves. We flew out of the warehouse, and Dash followed us.

"What's been going on in there? I saw these weird tall things in weird armor and the area changed and then it went back to normal and...just…what's going on?!"

"Yeah, let's just say I can distort more than stone."

"Yeah, and why wouldn't you let me stay? I wanted to fight too."

"Oh…you did?"

"Yeah, nopony holds me against my will and gets away with it."

"Well, Red and I were just about to finish this fight, so if you want to help with the finishing move…"

"Yes, so what are we doing?"

"We are all going to fly straight down at top speed, and I'll do the rest."

"Is that it?"

"Yeah."

"I was hoping for something…more."

"If you aren't satisfied, I'll let you hit on me later for neglecting you, now let's just do this."

"Fine."

We flew up really high, and we could see for many miles, including an ant-sized train going off in the distance. We flew down as fast as we could, and in no time we made a seemingly impossible spectrum of light, where it extended red and black first, then multiple shades of gray,(not trying to reference that book here, just the choice of words) and then finally a rainbow.

As we neared the warehouse, I spiked the blocks on his hooves, and once we hit the floor, I distorted a huge array of large spikes that consumed and tore up the building, which actually made Rainbow and I get blasted away from the impact.

I was badly hurt, as I was scraped up by some of the spikes. I saw Rainbow nearby, seemingly unharmed, and walking over to me with a limp.

"You ok?"

"Yeah, I got scraped up pretty bad, but I'll live. You?"

"I just hurt my leg."

"Have you seen Red anywhere?"

"No, not since the impact."

We both grew wide eyed and started calling for him. Out of nowhere we hear something.

"WHEEEEEEEEEEUUUUUUUUUUUU! THAT WAS AMAZING!"

"Found him…"

"Yeah…kinda figured."

He walked over to us.

"I love you so much, no homo."

"You're welcome. Time to head back."

"Aww…"

"What?" Dash and I said in unison.

"But…it's pony version of sin city man…we gotta gamble…or at least stay the night."

"Ugh…fine, I guess we can squeeze in some sightseeing."

"YAY!"

Red started leading us to the other side of town, and walked up to a fancy looking casino.

"Good afternoon, Master Red."

"Oh, hello again, Chip, here's a little somethin' somethin'."

"Thank you, Red, oh by the way, your suite on the third floor has been prepared."

"Nice."

Rainbow and I are just staring, shocked by what was going on right now.

"What?"

"How do you, when did you, what huh?"

"Oh, yeah…you were missing for a while and yeah…I gambled a bit and won…a lot."