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The Everfree Forest was never a welcoming place for the ponies of Equestria. Those who lived nearest its borders knew to expect the unexpected if they ventured in.

Yet, something was distinctly off nonetheless. The forest grew silent, the residents sensing it as well, just before the earth trembled and startled flocks of birds roosting in the mist-shrouded trees took off in feathered flurries of panic. The quake, while not strong, still had more than enough power to draw the attention of anyone nearby.

Dawn was coming. Purple and red kissed the horizon, but the brighter stars had not yet faded. Here, as one ruler of this land made way for the other, two ponies traveled the old mountain path from Stalliongrad.


"You feel that?" the stallion said, an earth-pony with a mint-green coat, his mane and tail white and touched with blue.


"Yes," replied the other: a unicorn mare a shade of faint violet and blood-red hair tipped orange. “Do you think it was a landslide?"


He shrugged, eyes scanning his surroundings. "Could've been anything in this place. I'm never exactly thrilled when it comes to these trips."


Few traveled the old path between Stalliongrad and Ponyville these days. The creatures were no less dangerous in the old times than now, but the alternate roads had improved since then. They were longer routes, circumventing the forest altogether. Still the old path was quicker, and the young mare wasn't much for patience, nor her stallion friend for winning arguments.


"But I thought you liked my cousin?" she whimpered, having scarcely glanced at her surroundings since the quake.


"Well, generally if I could choose between missing a visit and skirting through these woods, I'd opt-out, Plume’."


"I thought we agreed not to use that nickname,” she growled. “Am I made of smoke, Peppermint?"


"Alright Plumeria. Though you know, four syllables? Gets a bit wearing.

“But honestly." He rounded on the gnarled trees below. "Who would build a village that bordered this, let alone earth ponies? Earth ponies who, y'know, can't fly away, or conjure defenses, or fight off half the things living in here. Unlike crazy unicorn mares who apparently think it's no big deal."


Plumeria smirked, but did not argue.


"These trees'll hide anything,” he continued. “Way I hear it, Ponyville went through a plague of parasprites and a rampaging Ursa-Minor, in the same Celestia-forsaken summer!"


"Well, maybe some ponies like a little excitement, Pep?" Plumeria said, face glowing at the notion of a town where the days weren't as dull as in Stalliongrad: home of Equestria's biggest mine and forge.


"Hey, watch it!" Peppermint shouted, his hoof shooting out to stop Plumeria whose head was still locked in his direction, heedless to the earth beneath her hooves.


"What? Oh."

Plumeria looked over the sudden and distinct lack of road. It looked like a great chunk of cliff had broken loose and smashed into the forest below, taking their path with it.


"I guess we know where that landslide happened," she said, gawking at the mess with eyes like saucers.


"Well, that's just great," Peppermint fumed, kicking a few offending stones into the chasm. "No way we're crossing that."


"Maybe there's a way down?”


"Down?" Peppermint retreated a few paces as if she'd threatened to push him off. "Oh no, no deal. I'm not trudging through these woods off the path. The path is freaky enough."


"We won't strike out at random,” she said, leaning over to look for an easy grade or series of hoof-holds, “we'll follow the cliff. The path drops back down to the woods anyway. Maybe we can—"


A sudden, rocky “crack” shot out into the morning air. The bit of path they'd been standing on gave under their weight. Both shouted in surprise and fear as they slid down atop their modest chunk of mountain at an alarming rate.

Plumeria’s horn glowed red, magic shrouding the rock they were sliding on. Over a good fifty feet they slowed, yet the rock still shattered upon hitting bottom and sent the pair tumbling over hard earth, a few smaller rocks tumbling after them.


"Ulgh, what a ride," she groaned, getting back on her hooves. The fall had fazed her, it was true, though not nearly to the extent of her friend.


"Ah, no! No no no," Peppermint said as he gazed around, finding no immediate return to the safety of the path. "Hope you're happy you got your wish: now we both get to run screaming from whatever's in there."


But Plumeria —who had only partially heard him— emitted a small gasp, looking past Peppermint to the cliffside.

He whipped his head around, seeing nothing. His widened eyes attempted a frown, but couldn’t seem to make up their mind. "What, what is it?! I- I don't see anything! Don't just do that! I'm already freaking out over here!"


"There was something there,” she said, “something in the cliff with a little yellow eye!” She cantered over to inspect the mound of loose rocks, lifting some with magic and casting them aside.


"Hey, we already caused one pygmy-landslide by foaling around,” Peppermint said, “we don't need to bury ourselves..."

He stopped talking as he stared at her work. "Too," he finished.

It was narrow, but a negotiable space nonetheless, a faint blue light gleaming within what ought to have been utter blackness.


"Oh wow!" Plumeria cried. "That landslide must've unearthed some old cave! We've gotta check this out!"


Peppermint glared at her. "We're already knee-deep in problems! I want to get back on the path, now!"


"Fine,” she huffed, “go scout us a way back. I, however, am checking this out."

With that, she trotted inside, Peppermint giving the Everfree Forest one long look. With a groan, he too darted in.


Both soon realized that the cave wasn't natural. Rough rocks hewn straight from the mountain bore white marks from whatever had gouged them out. Less than a minute of walking into the bowels of the cliff and they came upon a flat wall of grey metal, a large blue bulb glowing near the top.


"It's so pretty. I've heard of stuff like this: bioluminescence, I think," the unicorn mused, extending a hoof.


"No no no, don't touch it!" he cried, attempting to stop her, but too late.


The light blared white at her touch, as six pill-shaped lights below flashed before lighting in a sequence. From the left, the second light lit, before the fourth. It continued this pattern, all the lights flashing between each cycle.


"Whatever it is, it's not moss," Peppermint said, realizing the surface was hard and glassy.


Plumeria’s eyes narrowed as a thought struck her, and hit the sixth light when the lights all flashed. She was rewarded with a "beep" that rang with encouragement.


"It's a test!” she cried. “Maybe it's some sort of vault?"


This time the lights ran one, then two, then three, and then all flashed again, as if in question.


"Four?" Peppermint offered, barely breathing as he watched..

Plumeria shook her head. "No, too easy. Any school-filly would get that. I wonder though."

The only thing she noticed about all the lit numbers was their prime value. She pressed the light that would be next, if she were right: light number five.


All light suddenly extinguished with a deep click, thrusting them into total darkness before odd mechanical noises emanated from somewhere deep within the mountain. A moment later and the wall sank into the floor with another positive tone from the machine, light from within granting them sight as both ponies stared transfixed upon the new space they had revealed.




It had been nearly a year since Twilight Sparkle first arrived in Ponyville; Spring was in full bloom, and the day of the Vernal Equinox had arrived. Twilight and her friends had been specially invited by Princess Celestia to attend a ceremonial celebration in Canterlot. Nearly a year since the defeat of Nightmare Moon, Princess Luna was to join her sister in celebrating their reclaimed unity.

The six mares —and one pint-sized dragon— wore their stunning clothes from last year's disastrous Gala, patched up to their former glory after the abuse they'd undergone. The walk towards the palace was long, but it offered ample time for conversation.


"Oh, I promise I'll never tire of those marvelous towers," Rarity cooed, entranced by the ornate spires of the grandest Equestrian city. Set into the side of a towering mountain, it practically defied gravity.

"I quiver every time I imagine visiting Canterlot,” Rarity said, “I'll always envy your foalhood, Twilight Sparkle."


"It was a nice place to grow up," Twilight agreed with a smile. "Bit formal though."


"So, still running on 'confused' here," Spike said. "Didn't we honor Luna's return the day she got back?"


"Yeah, I don't get it either," Rainbow Dash said, hovering restlessly. "Spring Equinox, no Equinox. Seems kinda' pointless."


"It's meant to be more meaningful that way," Twilight began. "The Equinox marks the exact middle-point between the longest and shortest days of the year: the Summer Sun Celebration and the Winter Moon Celebration. A point where night and day are considered equals.

“Oh, and it's 'Vernal' Equinox,” she said, “not 'Spring' Equinox."


"But I thought there was one in the fall too,” Dash said “Why didn't they do it then?"


"Easy-peazy, play Parcheesi!" cried the high, excited tones of Pinkie Pie, bounding up behind them. "Who wants to celebrate new stuff when all the old stuff is withering away?"


"And,” Fluttershy added, also advancing to the head of the ranks, “it's also when all the animals need to find shelter, migrate or hibernate to escape the cold."


"Actually," Twilight said, beaming at Fluttershy, "that's pretty much it. The latter seasons of the year are representative of endings. Not the best tone to set. But Spring is about—"


"Birds singing, and flowers growing, and bells ringing and the sun a' glowing!" Pinkie Pie sang.


"Uh, yeah," Twilight agreed with a smirk. "New beginnings and new life. And besides, our celebration in Ponyville was informal. This will celebrate the partnership of the princesses with all of Equestria!"


They walked seven abroad up the well-kept path to the palace whose brilliant emerald lawn teemed with excited ponies from every corner of Equestria, but only the esteemed guests would have access to the palace itself.

Once at the gates, Twilight approached the doorpony, a unicorn.

"Your party, miss?" the doorpony inquired.


"Twilight Sparkle, seven?" Twilight leaned towards him.


"Twa... twi... Ah yes. Welcome!" he said, checking a name off his list. His magic unlatched the velvet rope as he ushered them inside.


Grinning ear-to-ear, Twilight led them to a tall tower not far from the entrance, after Rainbow Dash spotted some of the Wonderbolts on their way in the opposite direction, quietly geeking out once they'd passed.

They ascended a flight of outdoor stairs to a door Twilight was all too familiar with. The door surrounded itself with her magic and opened.


"I present to you." She paused theatrically. "The Royal Archives!"


Within was a room of white and blue marble, crammed with bookshelves stretching to the ceiling. Ornate furnishings and a magnificent hourglass adorned the cavernous space. A great multi-pane window in place of a wall allowed natural light to fill all but the darkest corners. Through a door set into this window was a balcony, a perfect viewing spot for later.


"Whoo-wee! Ain't that a heap a' readin'!" Applejack exclaimed, marveling in spite of herself.


"This'd keep anypony busy for—" Rainbow Dash paused, leering at Twilight.


"Pretty much my entire life,” Twilight confirmed. “Actually, I still haven't read everything here. Oh, this place was home away from home when I was a filly. I worked as the Librarian of the Archives as my first real job."

She beamed into the ether, reminiscing as her friends casually looked over the spines of so many works.


"Till to Chill: A Beginners Guide to Agriculture'?" Applejack read, her eyes narrowing with every word. "Now what kinda’' pony'd think she'd learn farmin' by readin' some dust-ridden old book? Might as well give foals written instructions on how to blink."


"Oh, you mean like that one chapter from 'Coltrane's Optometry', about maintaining an even frequency to maintain lustrous, sparkling eyes?" Twilight gushed, receiving a blank stare from Applejack as her question answered itself.


"So," Spike said, "what are we meant to be seeing here? I know it's a big to-do, but are the princesses just gonna be passing each other some sacred items or something?

“Sure it's important and all, but I kinda' hoped there'd be more to this than symbolism," he finished, making some of them grimace.


"Oh, you'll see Spike,” Twilight giggled. “I received a hint from the Princess in our invitation. See, there's a more 'practical' reason they waited this long. I take it you've noticed how the moon's been moving over the past year?"


Spike looked out the window. Indeed, the moon had been imposing on daylight more and more each day through the months. At present, it was side-by-side with the sun, though effectively invisible with the sun's shadow overtaking it, save for the finest sliver on its far side.


"Yeah," Spike whispered, staring intently at the satellite. "What's up with that?"


Her grin only widened. "Let's just say I don't think you'll be disappointed."


"Aww, Twilight,” Spike whined, “don't tie me up in suspense like that!"


Even through the windows, fanfare erupting from below got the attention of every foal, filly and stallion. A few of the friends gasped before cantering swiftly out onto the balcony.

They stared down at the walkway beneath them, where a stallion in a black vest spoke into the mouth of a horn that was spread like a great brass vine to the tops of several towers.  

"Fillies and Gentlecolts," he boomed. "On this, the day of the Vernal Equinox, we celebrate the unity of our most esteemed rulers.

“Having returned from her place of exile many months ago, Princess Luna, Keeper of The Night, has since reclaimed her place alongside our beloved Princess Celestia, restoring the cycle of night and day to its former harmony."


His pause was filled by cheers of approval, with a sound like waves crashing onto shore.


"Now, residents of Equestria,” he said at last, “I present your Princesses!" He gestured with a flourish, towards the tallest of Canterlot's towers as the blue streaks and smoky trails of the Wonderbolts soared towards it. Rainbow Dash's went taut with a smile she only reserved for the elite team.

The figures of Celestia and the notably smaller Luna stood upon the tower, lights from their horns glowing like beacons for all to see. Suddenly, the sky itself glowed, as several ponies pointed overhead to a glorious crescent sliver that began approaching its celestial counterpart.

A white noise of excited mumbling broke out as the ever-thinning crescent shrank into the moon's shadow.


"They're gonna crash!" Spike shouted, his extending claw gently pushed down by Twilight.


"Shhh, no they're not,” she whispered, not taking her eyes off the spectacle. “Watch."


Finally, moon and sun met, the lunar shadow consuming it entirely so it became pitch black against the brilliance of the other. As it slowly blocked out the sun, the surrounding sky turned blackish-red as though the heavens themselves were on fire.

A great flash erupted from the sun's edges as the moon overtook it entirely, great tendrils of stellar flame dancing outward along its borders. The stars could be easily seen in the sky as a brilliant aurora of every color danced overhead.

The ponies watching underneath oohed, aahed and cheered until the moon relinquished its place with the sun and came to a rest on the other side, the spell of the eclipse breaking as the sky returned to a brilliant blue.




"An eclipse!” Pinkie Pie squealed, bouncing up and down as they made their way back down the stairway, talking rapid-fire. “A real solar eclipse!


"Oh my gosh, it was so amazing! I never thought I'd see a real eclipse! Well, I never thought I'd see a real sonic rainboom, or an evil mare of darkness, or Twilight single-handedly fend off a super-colossa-gantic-stellar-baby-bear, but I really never thought I'd see a solar eclipse! There hasn't been one a' those in—"


Pinkie tripped herself up and landed on her chin, back legs paddling the air as though she were swimming.


"Over a thousand years," Twilight finished for her. "Wow Pinkie, no twitchy-tail on that one?"


Pinkie smiled, but otherwise neglected to move and inch. "Nah, I can't Pinkie-Sense myself, silly! What sense would that make?"

Twilight only smirked, rolling her eyes.


"I've only heard of eclipses in stories," Fluttershy added brightly, abandoning her timidity.


"And about five-hundred astronomy books," Spike muttered.


"But I'm rather puzzled, dears." Rarity quirked an eyebrow towards the group at large. "Why has it been so long?"


"A fair question, Rarity," was the reply of an authoritative, yet gentle voice.

They turned toward Princess Celestia, who stood at the bottom steps, multicolored hair drifting as always in an absent breeze. Princess Luna beamed a few steps behind her elder sister, like a shadow, her starry mane likewise adrift.


"Princess- er, Princesses." Twilight knelt before them, her friends following suit.

Celestia smiled and bowed her head. "It once was that eclipses were occasional events. In times of great hardship or great prosperity, Luna and I would adjoin the sun and moon, offering our best wishes or our solace.

“But after the day my hooves were forced by Nightmare Moon." Celestia barely paused as her sister shifted uncomfortably. "Though I had the power, I couldn't bear to take this last thing. Not while my dear Luna was alive and well, even if she was trapped where I might have never seen her again."

The center of Luna’s brows rose toward her horn, as she smiled up at Celestia.

"Though I assumed command of the moon as well as the sun,” she continued, “I did so with a heavy heart. I did not for a moment let myself revel in or enjoy the control I was forced to assume."


"Oh, sister!" Luna cried, her face full of affection as she trotted next to Celestia, nuzzling against her.


Luna turned to the group. "Our sincerest gratitude for attending! It means much, given the trouble we caused you as the Nightmare."


"Aw, don't sweat it," Rainbow Dash said. "That was some of the best excitement I've been party to."


"And besides," said Applejack, "you were hardly yourself now, were yeh'?"


Luna shrugged and fidgeted. "Well, yes, water under the bridge I hope."


"We're glad you came,” Celestia said, “but I had actually hoped to speak to you in person, Twilight."


"Oh." Twilight winced, not quite meeting her mentor's eyes. "I really don't have anything to report right now."

Celestia waved her down. "Oh no, no, that's fine. Actually, I wanted to extend to you an invitation, to take a private course in some more advanced magic here in Canterlot.”


There were a few short gasps as Twilight's face went blank.


"A-a private course? As in, one-to-one, face to face, no other students? U-under you?" She gawked as Celestia politely nodded.


"Princess, I- I don't know what to say!” she blurted, “It would be an honor, but—"


" 'But?' “ Rarity exclaimed. “Twilight Sparkle, surely you're not declining such an opportunity for our benefit?"


"I'm not, it's just—" Twilight spluttered.


Once more she found herself interrupted, by Fluttershy. "We would never dream of holding you back, Twilight. You should really do this for yourself."

Fluttershy recoiled the instant attention turned to her, mumbling, "I mean, if you want to."


"It wouldn't be forever, Twilight,” Celestia said. “Only a few months, really. And I wouldn't ask you to cut yourself off from your friends. I'm sure it would be fine if any of them wanted to come along."


Twilight steadied visibly. She turned to her friends, who didn't need words to know what she was asking.


"Aw, sorry Twi',” Applejack said, “Granny n' Macintosh are gonna need me on hand this early in the season. And besides, I’m not sure I’d last a week here before these high-falutin' folk wore down my last apple-buckin' nerve— No offense, yer' Highness."


"And you, Rarity?" Twilight asked.

"Oh, it's always been such a dream. but what about the shop?" Rarity entered an argument with herself. "Well, I suppose I could run a small operation here- oh how exciting!


"But what about Sweetie Belle?" her sensible side asked. "Mother and Father went vacationing in Manehattan and left her with me for the month! I couldn't just uproot her from her friends, after all; it was the very reason she declined to join them."


"Well heck, Rare',” Applejack said, “we can look after yer' sis' if you want. I bet Apple Bloom'd be pleased as punch! It'd be like havin' a sleepover, every—"  

Applejack's smile vanished entirely. A moment's pause and it returned, fake as zirconium. "Every night."


"OH, thankyouthankyouthankyou-so-much, Applejack!" Rarity gasped, hugging her so tightly she might have been fitting her for a corset.

She released Applejack from her iron grip before putting a hoof to her mouth and giving a dignified cough. Still, she whispered to herself. "Easy, Rarity old girl. Oh be still, heart of mine."


 "Well I can come!" Pinkie Pie exclaimed, instantly beside Twilight. "I’m sure Mr. and Mrs. Cake will understand."


"I'd come too, but,” Fluttershy said, lightly kicking a crack in the tiling. “Oh, I just can't leave my animal friends behind. They depend on me, y'know."  

Twilight nodded. "Yeah, I know what you mean,” she said, “but at least I can actually bring Spike along."


Spike had been at Twilight's side, wearing a smile nearly as false as Applejack's, the center of his brows rising as the conversation went on. Upon hearing this last sentence however, his face went blank and he remained silent.

"Uh, I guess I could transfer here for a while,” Rainbow Dash said, the slightest smugness coating her voice as usual. “I bet the weather patrol could benefit from my expert touch."

"Well," Twilight said, "I guess that settles it! I accept."

Celestia nodded in approval, while Spike's face darkened to the notice of no one.

"Very well, my faithful student. You'll have until tomorrow night to be ready, and by sundown an escort will arrive for you."


Twilight almost busted down her front door.

"Ooh, Spike! Can you believe this! I'm going to be taught advanced magic, one-on-one, by the Princess herself!" she paused as her brain churned, her smile not leaving her face. "Oh, I need
to let Owlowiscious know. Spike, have you seen him anywhere?"

"No," Spike bristled. "But I guess it's cool to finally be spoken to by the 'great' Twilight Sparkle."

It was as though Spike had thrown a bucket of ice water over her head. She turned, the slightest crease in her eyebrows. "Wh- what are you talking about, Spike? Is something wrong; are you
feeling okay?"

"I'm not going," was his curt reply.


Twilight's eyebrows rose as she tilted her head unconsciously. "Not going?"


"Back to Canterlot," he elaborated. "I'm gonna stay here in Ponyville."


Twilight's tongue clucked as she frowned, levitating luggage from upstairs down near the horse-head bust. "Don't be ridiculous Spike, I already accepted the Princess' offer."


"Yeah, accepted it without sayin' a word to me," he muttered.


"Excuse me?"


"I like Ponyville, Twilight," he answered, his face the keenest impression of a sad puppy-dog. "I've got real friends here, it's tons better than stuffy old Canterlot was! And you asked everypony else what they wanted, and then completely forgot I was there...


"At least Rarity remembered she had a little sister she didn't want to uproot. I got compared to one of Fluttershy's helpless woodland critters!"


Twilight blushed and averted her eyes from his. Another moment later and inspiration struck.


"Oh, well it's too bad you're not coming, seeing as Rarity is coming too. I'm sure we'd have all kinds of time together."


"Uh." His expression softened momentarily, until he shook his head like a dog ridding its ears of water. "That's not gonna work on me, Twilight! You might've made your bed in Canterlot, but I'm stayin' right here!"


Twilight groaned, massaging her forehead before turning back to him. "Spike, I'm sorry I didn't involve you with the decision, but you've gotta understand. I'm responsible for you. You're still only a baby."

"I'm also a DRAGON, Twilight,” Spike said. “Remember? Don't tell me you've never read about
dragons! We stay 'babies' for decades. You were just a filly when I was born, and now you're a full-grown mare! I'd be a
teenager if I was a pony!


“Yeah, I'm a baby, but not like you're used to,” he continued, “and whatever you think you are to me, it's NOT my mom!"


"I—" Twilight balked. "I don't think I'm like your— well... maybe I should! Who else do you have?!"


 The second she'd said it, Twilight recoiled with a gasp, her ears turning sharply downward. Meanwhile, Spike's eyes turned wide as saucers and began to glimmer as he stared at her.


"Spike, I— I didn't mean—"


Spike cut her off, his voice wobbling in his throat. "No, y-you're right Twilight. Who else do I have?


"N-nopony knows what happened to my mom or my dad. But y'know what? M-maybe I don't need one at all! Maybe I don't need anypony!"


Twilight's own eyes burned as she watched him. "Spike, I didn't mean that, I'm so sorry!"


"Just go away!" he cried, rounding on her as only a true reptile could. "I don't need you! I can take care of the library just like I always have! I'm not coming with you, a-and I don't want you here!"


Twilight approached Spike slowly. He'd turned his back on her. "Alright Spike. I know you can make your own decisions. And I— I'm sorry, I—" Twilight sped to her room, barely making it inside as she finally burst into tears.


Pinkie, Rarity and Rainbow Dash arranged to meet in front of Twilight's house the following day. Each of them were packed for the long haul. Twilight had moved slowly as she packed and was so distracted that she barely realized she'd been trying to stuff her telescope into a full bag. She finally made it downstairs. She'd been dreading this all day. Spike was sitting at the dining room table. He'd barely moved. Staying angry overnight didn't seem easy, for Spike had long since downgraded to a sulk.

"Well,” Twilight broached, slowly, “they're waiting for me outside."

"Alright,” Spike said flatly. “Cool."

The response wasn't angry, but it was no less disheartening. "I've asked Applejack to visit now and then, to see if you need anything. If you need to, you know how to reach me."

"Right," he said.

Twilight took a step or two towards the door, but stopped herself and walked right up to him from behind, taking one hoof and wrapping Spike in a small, fierce hug.

"I love you, Spike. And if you're not here when I'm back, I'll still love you. You'll always have a home with me. Just please, take care of yourself."

Spike barely moved. Twilight felt herself on the verge of tears again as she finally made her way out the door. She took a few deep breaths to calm herself before meeting the others outside.


Try as she might, she couldn't hide her feelings from the others, especially Pinkie Pie. It was a short tale to tell, but by the time Canterlot was close enough to see individual windows, Rarity was still consoling her.


"Oh, don't you worry dear. Spike will come around. He may be rather peeved, but really he's a sweetheart."


"He wouldn't even look at me when I left," Twilight muttered, head and shoulders drooping.


"Aw, Rarity's right Twilight. He just got his iddy-biddy-baby dragon feelings hurt. He's only pretending he doesn't want anything to do with you," Pinkie Pie said.


"Spike just needs time to cool off," Rainbow Dash offered, fidgeting and feeling distinctly weird about being airborne without using her wings. "I'm betting you'll get a letter from him in no time, and you two will be back to being buds."


Twilight did her best to force a smile. "I guess."




Things went more or less swimmingly upon their arrival. Celestia had fixed things so that the group shared a space near the palace walls. It was a cozy little duplex, two floors separating a work-space from a living space upstairs. Celestia had evidently been listening to Rarity when she mentioned running her business here, for the seamstress positively gushed at the layout.


"And just when I'd have been satisfied with stitching in a living room!” Rarity gushed, her front hooves together as though in prayer. “Oh Twilight, it's simply darling!"


Rarity had unpacked faster than any of them, even the infinitely organized Twilight, and set about touring their little slice of paradise. Fully furnished in typical Canterlot fashion, their stay looked to be a comfortable one.


It was all courtesy of the kingdom. However...


"You're going to need a job Pinkie," Twilight said.

Pinkie Pie tilted her head in surprise. "I am? But you don't have one."


"I'm listed as a full-time student,” Twilight explained, “so my expenses are covered. Everypony else is gonna need to pull their weight though, if we're planning on eating while we're here that is."


A gurgling sounded deep within Pinkie, allowing Twilight a much needed opportunity to smile.


"Oh, well. What are Rarity and Rainbow Dash doing for work?" Pinkie asked.


"Well, if you recall, Rarity is running her shop downstairs, and Rainbow just asked for a transfer to Canterlot's weather-team."


"Oh, hey! You think maybe Rarity needs any help?”


"No, Rarity does not," answered the fashionista herself as she made her way upstairs. "Besides, dear, do you expect me to pay you with my earnings? Private trade is not an unlimited wellspring of funds, darling, and I'll hardly be as effective here as at my Boutique."


"Actually Pinkie," Twilight said, "I shot a recommendation to Pony-Joe's Donut Shop. Joe said he'd love to have you on!"


Pinkie Pie's eyes lit-up. "Oh, that just sounds so completely splenderific, Twilight!" Pinkie cried, hooves shooting out of nowhere to wrap her friend in a vice-grip embrace.


"I thought you might like that," Twilight wheezed, patting Pinkie on the back in hopes that she'd be released.


The next day, Twilight decided to walk Pinkie to her first day at work, not expecting the distractible girl to indelibly recall her only visit to the little shop.


"Thanks again for walking to work with me, Twilight. You're really considerate!"


"Well, off and on," Twilight admitted, ears flattening.


"Aww, you're still broken up about Spike, aren't you?" Pinkie eyed Twilight with a pout.


"How do you do it, Pinkie?" Twilight asked. "You're always so... spirited and agreeable. It's not like you've ever really hurt anypony's feelings."


"Oh, that's not true.” Pinkie shook her head. “Just ask Fluttershy sometime! Believe it or not, I wasn't always the master prankstress you see today. I learned the hard way that she doesn't respond well to a practical joke."


"But it's not like she shut herself in her house and refused to speak to anypony for days and—" Twilight stopped mid-sentence as Pinkie stopped walking and actively avoided eye-contact with her.


Twilight gaped. "You're kidding."


"Nopey-dopey-lopey." Pinkie shook her head again, with less enthusiasm. "Turns out, she's real sensitive. Boy was I in the doghouse!"


"Well, what did you do?" Twilight asked, leaning towards her.


"Oh, lots of things! I tried baking a cake, sent her apology cards. I even wrote a song for her! Though to be fair, 'Tarred and Feathered in Ponyville' wasn't my best effort."


"Oh my gosh," Twilight said, gawking as she tried her best to hide an unwanted giggle with her hoof. "That's terrible!"


The image of Fluttershy she'd just conjured was too funny to ignore, yet too awful to be allowed.


"I know, right? Fluttershy thought so anyway. But it turned out that the more I tried to fix things, the worse they got! Believe it or not, after I left her alone, she came out and forgave me a few days later!"


"So," Twilight said, staring at the floor momentarily, "I just need to give Spike space?"


"Well, duh!" Pinkie frowned at her. "That's what we told you in the first place!"


"Well, yeah, fair enough," Twilight admitted. "I just didn't know it worked!"


"Well of course it worked!” Pinkie sighed. “Would your pal Pinkie Pie give advice that didn't work? Yeesh Twilight, between that, my Pinkie-Sense and the Parasprites, you'd think you didn't trust my judgment!"


This time it was Twilight's turn to avoid Pinkie's gaze, forcing her to heed their surroundings a bit more. This led Twilight to stop dead as she noticed—


"Hey!” she cried. “Where's the—?"


"The Donut Shop?" Pinkie said, pointing behind them. "We passed it two blocks ago."


"Two blocks a—? Pinkie, why didn't you say anything?" Twilight asked, the slightest crease in her wide-eyes.


"Well, y'seemed like you really needed to talk,” Pinkie said, “but that'll have to do it for now. I've got donuts to make! See ya' later, navigator!"


And with that, Twilight was only left to watch as she bounced off into the distance.




 Twilight's new studies proved challenging and exhilarating. Within the first few lessons, she had added a few more spells to her repertoire. It was basic, but she was able to ignite targets now (though given her limited practice, she'd only achieved the level of a lit match) and was capable of producing a spell that allowed her to cut through objects with a focused ray of magical power. Twilight was surprised the princess trusted her with such dangerous spells. Of course, she was an adult now, but Celestia had been her fillyhood teacher, and for a moment she was strangely aware that at some point she had grown up without really noticing. Poor Spike...

Back in Ponyville, Spike returned to the Library after a long walk. Night had fallen, and Spike saw a small, rather adorable owl perched on the windowsill.


"Oh, hey Owlowiscious," Spike greeted the owl, his eyelids drooping with the rest of him. "I've just been... thinking.

“I know Twilight was inconsiderate and that she can turn a little bossy, but am I being too hard on her?"




"Twilight. Oh wait, right. But I mean, she did say she was sorry," Spike muttered under his breath.




"Yeah, and she did really seem like she meant it."




"I made her cry," Spike said, finally, before he slumped where he stood. "Oh. I really did blow this out of proportion, didn't I?"




Spike smiled at the little featherball. "Heh. I know you're not really saying anything, but still, it helps me think.

"Y'know what I'm gonna do? I'm gonna hitch a ride straight to Canterlot! And—" Spike opened the front door, only to see something he certainly wasn't expecting.


"Uh. H-hello?" Spike said to the figures shrouded in darkness outside, who stood a foot taller than the door.

One of them spoke in a smooth male voice. "Is this the home of the unicorn, Twilight Sparkle?"




In the middle of a grassy courtyard of Canterlot, Twilight Sparkle was in the midst of learning a shield spell. Twilight was already versed in a defensive force field spell, but this was a quick-cast spell for more personal and immediate dangers. As her horn glowed with power, a fluorescing purple mass spread out in front of her.


"Excellent, Twilight." Celestia beamed "But try not to strain more than your magical reserves. You seem tense."


Twilight followed her advice, trying to maintain the shield without flexing from the effort. But in that moment, something whirled in emerald sparks from above Celestia's horn, falling to the floor with a smash. It was a vase, still slightly smoking.


"Spike?" Twilight whispered.

As if in answer, more items emerged. A singed book. A table. A red-hot metal joint attached to a slender pipe— which emitted numerous, loud bursts of light from the open end.

Twilight could have sworn she felt the noise in her chest. At first only startling the two, they soon realized that anywhere the loud, spastic thing pointed was struck by something thin, fast and apparently invisible, cracking some sections of the opposite wall.

Celestia managed to grab the curious object with her magic before it could flail towards her student. Eventually though, the noise and flashing stopped, replaced by a series of loud clicks, the open-end of the pipe smoking. In a few moments even this ceased, and the silence was deafening.


"Princess," Twilight asked after a while, "what is that?"

Celestia wore an expression Twilight hadn't seen since the night of the Gala, when they both stumbled upon chaos that had consumed the ballroom.


"I don't know. Guards!" she commanded, and a pair of golden-armored pegasi entered.


"Princess," they muttered, bowing.


"I need you to assemble a squad,” Celestia ordered, “and make your way to the Ponyville Library with all haste. Search for anything out of the ordinary, anything out of place. And find the young dragon who answers to the name 'Spike'. Bring him here if you find him. Go now!"

Twilight rocked back and forth on her hooves, not breaking her gaze upon Celestia until at last she could remain silent no longer.


"Princess, what do you mean 'if they find him'? What's happening, is Spike in trouble?" Twilight's eyes pleaded with her mentor, who stared for a moment in contemplation.


"I haven't been entirely honest with you Twilight,” Celestia said. “When Luna and I cause an eclipse, the energies coursing between us have occasionally opened our eyes to glimpses of events that haven't happened yet. The last time, I saw Nightmare Moon. I never guessed it would be my own sister."


Twilight's pupils constricted as she considered this. It felt to her like time had sped up around them.


"This time," Celestia continued "I saw you, shrouded and consumed by darkness. I wanted you safe Twilight, so I asked you to stay here, where it would be harder for somepony, —or something— to harm you."


Twilight felt her fears confirmed rather than alleviated. "But, why didn't you just tell me this from the start?" she asked.


"The future is always changing. There was no certainty in the threat, and I didn't want to frighten you if I didn't have to."


"But if it doesn't know I'm here, then it would start looking for me at home!” Twilight cried, before she gasped. “Oh please, no! It's my fault he's still there! I can't let this happen!" Twilight began racing from the yard.


"Twilight, NO!"

Twilight stopped at the seriousness in Celestia’s voice, as though she were about to leap off the highest tower in Canterlot.

"This will all have been in vain,” Celestia told her hoarsely, “and any danger Spike is in will only double if whatever is responsible is still there waiting for you!"


Twilight stared at Celestia. She had never been so uncertain in her entire life, and yet, only one thing could quell the terror. Her horn began to glow.

"I'm sorry Princess."


"Twilight Sparkle!" Celestia cried, as her student vanished in a great flash.




Twilight rematerialized just outside the gates of the palace. Despite her efforts, her jumps were constrained by distance, and she had to know where she was going. On the main road, she could only transport herself a modest distance. Already worn from the lesson, it cost more and more effort to make each jump.


Finally, she found herself on the outskirts of Ponyville. She looked around wildly, steeling herself for whatever threat might arise. But it wasn't enough.


Her tense vigilance turned instantly to gut-wrenching horror as she looked towards the village. A fierce orange glow was coming from the place she called home: the library was on fire.


"No," She breathed, before galloping as fast as her legs could carry her, past shops and homes. Past the ajar doors of concerned pony-folk who watched on.

Twilight wondered why they weren't helping, before she realized the Ponyville Volunteer Fire Brigade was on the scene. Great hoses led by earth ponies fought a losing battle against the massive, flaming hollow tree, which by this point had lost nearly all of its leaves to the blaze. Embers from burnt paper soared through the windows as unicorn ponies combined their power to create a giant version of Twilight's same shield spell, preventing other buildings from catching fire. Twilight heard shouts confirming that the town pegasi were on their way as well, presumably to hit the Library with a rainstorm.


"Whoa, Ma'am!” a stallion firefighter shouted over the roar of the inferno. “I'm sorry, but this is an emergency situation! We can't have anypony too close to the building!"


"Have you seen a baby dragon anywhere? Did he come out of the library?" Twilight asked, hoping against hope, the loss of her home and her books meaningless in light of the situation.

The stallion merely shook his head. "Nothing's come out and nothing's gone in; too dangerous in there. Paramedics are en-route, but we haven't heard a thing about anypony inside—

HEY! Where are you going?!" he bellowed, as Twilight shot past him, magically forcing the front door open like a cannon in spite of her exhaustion. It fell off its hinges, having barely held on in the first place from previous trauma.

Scorch marks littered the room, the surface of the floor not merely burnt, but damaged by what must have been impressive force. Even built into the wall, shelves had collapsed and dumped their payloads onto the floor to smolder.


"Spike!" she shouted, smoke stinging her eyes. "Where are you?" Twilight could barely hear her own voice above the terrifying sound. If Spike were in here, he'd never hear her.

She threw objects off the floor and to the side as she looked. Cracking noises from the tree added to the already cruel sense of urgency as she rifled through rubble.


"Please Spike," she said to herself, spirit falling with every bit of furniture that did not yield the diminutive dragon. "Please be okay."


"Twilight!" croaked a weak voice that terrified her. It barely carried above the sound of the rushing flames, but it was too loud to be her imagination.

She found the source of the noise, beneath a stack of shelves and proceeded to lift them off. "Don't worry Spike,” Twilight told him. “I'm here, I'm coming to get you!"


Finally, she saw his face, and with one final heave he was free. "Never again, Spike," Twilight said , hugging him between her cheek and fore-hoof. "I won't leave you like that ever again, I swear."

Twilight traded one fear for another, as she realized Spike was having trouble moving on his own, his reactions tepid given the situation. She got him onto her back with difficulty, and used her remaining power to transport them both away from the blaze.




"Twilight,” Spike murmured, “you came back."  

They had appeared in the middle of a road in the center of town. Twilight knew the hospital was three blocks from where they stood, but she was worn down. She'd exhausted her magic, and could only trot down the road at a steady pace.


"Of course I came back for you!" Twilight said, deeply unsettled that he appeared so weak. She kept up her pace. "I'm getting you to a doctor, just hold on tight!"


"You shouldn't have. They were looking for you. I tried to stop them."


"Who was looking for me?" she asked, anxious both for an answer, and to keep hearing Spike's voice. She felt she had almost been less frightened in the burning library.


Spike sounded more lucid as he concentrated. "Tall, really tall. Most were metal, but one had skin. I only saw his face."

"Twilight,” he said, growing increasingly quieter, “I'm so tired."

Twilight felt Spike's weight lift from her back as his grip slackened and he slipped off onto the hard, cold earth.


"Spike!" she cried, turning around to find her friend lying on his back in the dirt. She could see he was still breathing, but it was labored.

She laid on the ground next to him. "Spike, come on, we need to move! I need you to grab hold, I can't lift you with magic this time, and you're too big any other way," Twilight finished, feeling powerless.

Spike's hand reached for her withers, but he couldn't quite haul himself on. He soon gave up, lying on his back again.


"Twilight, I'm sorry I—"


"No, I'm sorry!” Twilight shouted. “It's my fault you were still here! If I hadn't been so selfish, we wouldn't have fought, but I still never should have left you!" She called out to the darkness in desperation. "HELP! PLEASE, MY FRIEND IS HURT! SOMEPONY, HELP!"


"Twilight, tell Rarity—"

Twilight cut him off again. "Don't you dare start saying goodbyes!" she bawled. "Don't you start giving up! You're a dragon, you're FIREPROOF!

“Why would the bravest, toughest little dragon I ever knew be beaten by a fire?" she choked, her eyes watering.


It was true. Spike was bruised in a number of places, but he was not bleeding. It only amplified how helpless Twilight felt that she couldn't understand what was wrong.


"He did something,” Spike said, “all these can things all over the floor. Something flashed, a-and it felt like something was hitting me harder than I—" Spike stopped as something flew onto the roof of a building near them.

Twilight called to it. "Owlowiscious! Spike's hurt bad, please, get help!"


"Hoo!" And with that, the bird set off once more into the night.


"Twilight, I'm scared."

Tears streamed from Twilight's quivering eyes as she nuzzled him. "I'm right here, I won't let anything happen to you."


"The wind.” He shivered. “It's just blowing through me. Why is everything so cold now?"

Twilight betrayed a sob. All she could do was hold him tighter. She couldn't let him go. The world would end if she ever let him go.


"Twilight,” he said, “I know you're not my mother, but I wouldn't have minded."

Every muscle of Twilight's face scrunched up. "Neither would I. You're my best friend, Spike. I love you so much!" She buried her head into his shoulder, beginning at long last to lose control as Spike's eyes slowly shut.

"Spike?!” she cried, her pupils turning to pinpoints. “NO! You need to stay awake! You've GOT TO fight!"


Twilight shuddered as sobs wracked her body. "Please,” she wept, “don't leave me."


"Twi... light..." The last syllable was but a breath, as two sets of eyelids met, and Twilight felt her best friend's body slacken.


And Spike was gone.




Twilight Sparkle let out a scream that shot out through the dark streets of Ponyville, and in that moment, something in her broke. She felt numbed to the world around her. Rain from the village pegasi streamed down from above, as the orange glow of the Library dimmed slowly. She felt none of it.


Applejack and Fluttershy arrived, but their voices sounded like they were underwater. It was as though the world had slowed down. For a long while, nothing happened, as Applejack kept her distance and bowed her head, putting a hoof around Fluttershy who was instantly a mess of tears.


Nobody was capable of saying a word upon seeing Spike lying still on the ground. Twilight, covered in mud and her coat stained from ash in the fire, tenderly curled up next to him.


And for what felt like an eternity, that was how it stayed.



Someone was calling Twilight's name. It didn't matter though. None of it mattered. She'd long since phased it all out.


The obscured shapes in her blurred vision, didn't matter. The mud, the muck and the cold didn't matter.




None of those things existed. All that existed was the soft warmth against her body. Warmth she was all too aware was fading away.


"Twilight, please,” Applejack repeated, whose voice sounded as if it were miles away. "You'll catch yer' dea—" She paused before backpedaling, "You'll catch a mite a' cold, lyin' here in the rain."


Twilight only continued to nuzzle the form next to her, like a newborn foal.

Suddenly, she felt a comforting warmth across her cheek and withers as Applejack hugged her tightly. "Yeh've done all you could for him, sugarcube," her strong voice told Twilight, before faltering. "Ain't nothing gonna hurt him now. He's back with his family. He's back with you."


Twilight Sparkle felt the cold for the first time that night, but only because Applejack was so much warmer. She hugged back fiercely, tears spilling fresh and hot again. Twilight's affection for Applejack only increased at the sight of tears in her own gleaming green eyes.

After a short while, Twilight took notice of her surroundings. She hadn't noticed they'd been joined by medical ponies, but apart from testing the young dragon's absent pulse, they were only on-hand to make post-mortem notes. A unicorn stallion walked up to them, excusing himself before lifting Spike's slight form off of the ground. Twilight's reaction was not unexpected.


"Wh-where are they taking him? What are they doing?!" Twilight shot to her hooves, barely able to keep still. Applejack stepped in front of the her as the body was lowered into a white bag and sealed in by a zipper.

"I expect it'll be the,” Applejack said, unable to meet Twilight’s gaze. “The morgue."

Applejack began watching Twilight unblinkingly out the corner of her eye. It was worse than the freak-out she had expected: instead, Twilight sagged, head hanging near to the floor.


"Please,” Twilight murmured, “don't take him away from me."

Her sobs were silent, but she shuddered at each one. Finally, once Spike had been carted away, Twilight was wide-awake.


"He's gone,” she said. “Spike’s... dead."  


All were spared the burden of a response as they heard the great cracking and smashing that signified the final collapse of the east wing of the library roof, far too weakened to support its own weight despite cooling down into coals. Sparks took off into the night sky like a swarm of fireflies.




It had been a slow walk to Applejack's orchard home. Twilight lacked the desire to do much of anything, but neither of her friends left her side until they were safely indoors. Applejack sent Twilight upstairs for a warm bath and set aside her guest room, before stopping Fluttershy as she was halfway out the door.


"Twilight's got no home now, but I reckon it ain't safe for y'all neither Fluttershy," she said gravely.




"Whatever can do-in an iron-hide, fire breathin', diamond-downin' dragon, burn a library down, then up n' vanish with only one witness...” Applejack leered over her shoulder at the night.  “Let's just say I don't feel good about you, alone, in your cottage, a stone's throw away from the EverFree Forest. You'd best bunk here t'night."


Fluttershy seemed to understand perfectly, but her body-language implied a desperate desire to leave. "Oh no! What about my animal friends? Oh, I'd feel just awful if any of them got hurt!"


Applejack moved between Fluttershy and the door, only keeping a hoof against her chest as she tried walking out. "Settle down now, would ya'? I strongly doubt anything wants to hurt them critters."

Fluttershy palpably relaxed. She'd at least stopped walking.


"I asked Twilight as much as she'd bear to say, and from what she told me, the thing that did this to Spike was there for her."


Fluttershy registered polite confusion. "But why would anypony want to hurt Twilight? She didn't do anything."


"Yeah!" Burst a rough female voice from the other side of the room. "Who's fixing to hurt our gal?"


Rainbow Dash, huffing with exhaustion, flew in through a window. It was easily one of her better entrances.


"Rainbow?!" a surprised Applejack cried, ignoring the question entirely. "I thought you were still in Canterlot! How'd y'all get here so jackrabbit fast?"


"They don't call me ‘Dash’ for giggles, AJ. Rarity and Pinkie Pie are on their way too. Princess Celestia sent us a messenger-pony, and she said that Twilight rushed over here to help Spike, and that she needed our help. Kinda' impressed she made it back this fast," Dash added with the ghost of a smirk, before continuing.


"I saw what happened to the Library. The weather-ponies told me Twilight was brought here."


Applejack and Fluttershy moved further indoors as Dash looked to them with worry.


"Yes, Twilight's upstairs,” Fluttershy confirmed. “Applejack asked her about what happened, but she's really not in the mood to talk. Not after..." Fluttershy's eyes glistened with tears.


"Well, Spike was there too, wasn't he? Where is he?" Rainbow asked, looking around, as though expecting to see the young dragon napping on a sofa. Suddenly she gasped before stomping the ground, wings spreading to their full length.

"Those no-good,” Dash cried, her teeth only grinding further as she wracked her brain. “whatevers' didn't kidnap him, did they?"


"No. No they- they didn't take him," Applejack said, breathing deeply.


"Well then where is he?"


Applejack's face slackened, clearly unwilling and unprepared to relay this news. "Rainbow. Poor little Spike. they put a real hurt on him, and—"


"They hurt him?" Rainbow Dash snorted flapping her wings. It looked very likely that she might break something. "So, they put him in the HOSPITAL?"


"No, not the hospital, Dash. What I'm tryin' to tell ya' is—"


"Then where?"


"Dash,” Applejack said, “Spike's gone."


Rainbow Dash's panting slowed, her expression softening.


" ‘Gone?’ ‘Gone?’ Whadya' mean ‘gone?’ "


"Aw, Dash, why're you making me say this?” Applejack moaned, her eyes wincing shut as she shook her head. “Those things, that burned down the Library. Th-they killed him. Spike's- Spike's dead."


Rainbow Dash's previously tense, frowning face was like a deflating balloon. Even her wings sagged until they nearly touched the floor.


"N-no," her voice came out in a low crack as she stared at the floor, lowering her rump there as well. "Spike, little old Spike? Gone? M-murdered?


"Oh Twilight, that poor girl."


For a minute, none of them said a word. Finally, Fluttershy was the one to wrap a foreleg around Dash. Applejack got to her hooves and spoke, a fire in her eyes.


"Don't none of ya'll worry; we'll get whatever did this to him. Maybe we won't pay 'em back in kind, but if we have to, we'll show every whosit and whatsit in the EverFree Forest that nopony hurts our friends!"




"Now, what a thing to say! There's a time and place for your little jokes, Rainbow Dash, but this is simply tasteless!"


Rarity and Pinkie Pie arrived by morning, neither having the means to return to Ponyville as fast as Twilight or Rainbow Dash. Twilight had yet to come out of the guest room upstairs. Rainbow Dash was delegated the task of breaking the news to their last two friends. Pinkie Pie's hair fell from its bouncy tangle to a flatness they'd seen only when she felt her worst. Rarity wasn't as quick to believe.


"I wish it were as simple as all that, Rare'," said Applejack, busy preparing apple-pancakes for the group as the towering deep-red of her brother Macintosh moseyed through the kitchen, sniffing the air in interest.


"But it's the truth,” she continued. “Dash wasn't there when it happened, but I saw it for myself, along with Fluttershy."

With every word, Rarity’s denial melted like ice on hot pavement, until her very eyes were dripping. "No, it simply can't be! I refuse to believe it!" she cried dramatically, drawing a handkerchief from her saddlebag and resorting to a weak whisper. "Not Spike! Not my sweet little squire!"


"Who would do such a thing to anypony? Let alone cuddly-wuddly widdle Spikey?" Pinkie Pie sobbed, dissolving into noisy tears. Applejack frowned at this, but tried to remain silent.



"Pinkie, I know your sad, we all are. But could ya' try tonin' it down? You're gonna wake Granny."

Rarity slammed a hoof on the table. "I'd venture a guess at those rapscallion Diamond Dogs!” she cried, nostrils flaring. “Those brutes might like nothing better than to cause us harm after besting them last time! Spike mentioned the assailants were tall?"


Applejack nodded. "Yeah, that's what Twilight said. But if it was Diamond Dogs what did it, why wouldn't Spike just say so? He's met 'em, even held his own against 'em. I don't see them managing somethin' like this neither, not without getting caught."

A pancake blackened behind her, the acrid smell of burnt batter creeping into their senses.


"Jack, y'need some help with those?" Macintosh offered, after setting the table, unprompted. "I reckon you're a mite preoccupied."


"I'm just fine," Applejack fired back. None of them had gotten much sleep, but she was always stubborn about these things.


"No you're not, look at you,” Macintosh said, pointing a hoof. “You've been up all night with this business. Let a pony who's had a good long rest mind those."


Applejack stepped away as her big brother took over. She smiled kindly as he busied himself with the batter, before a loud knocking emanated from the front door.


"Aw, what's this now? Will the surprises never end today?" Applejack asked under her breath. She opened the door unceremoniously, but ceremony might well have been called for.


"Uh.” Applejack stared. “I'll call that a 'maybe.' "





Twilight Sparkle had always heard of some ponies becoming so morose that they cried themselves to sleep. She never understood how that worked, until now. She had woken up in silence, only staring at the window where the Sun was beginning to rise, harsh yellow light striking the opposite wall near the ceiling, spilling light throughout the room behind her like iridescent paint. For a long while, she couldn't bring herself to move. As always, however, lack of bodily motion meant her brain was able to work double-time. In this situation, it wasn't such a nice thing. In every sense, she felt Spike's death would have been easily preventable, if only one or two things had happened differently.


She couldn't stand it anymore. Lying there was eating at her from within. She paced about the room a while, but this only made it worse. She'd never imagined a moment where not-thinking would help her. She had to get her feelings out, or it was going to drive her insane. Finally, she found a scroll and quill. Writing would bring her a modicum of catharsis.


'Dear Princess Celestia,' she began. 'I've learned something, but too late, concerning the magic of friendship:


Arguments come and go, but real friendships survive it all...' Suddenly, Twilight’s brow furrowed. The quill dug harder into the paper.


'But if you're selfish, and leave your friends to fend for themselves, and aren't there for them when they need it,' The scratching became feverish as breath quickened.


'and ponies aren't honest with you, and make you blind to dangers that are swarming in around you—'


The quill snapped. Twilight roared in a torment that sprouted from so many different places. Her horn shot a magical ray that incinerated the scroll before she shunted the resulting ashes out the window. She hurled the quill at the wall as well, which embedded itself in the opposite wall, in spite of the break. Twilight slumped onto the floor, shuddering from fresh sobs.


"Why?" she whispered. "Why didn't you tell me?"


"Because," said a soft, older voice. "I didn't want to resign you to a life of fear."

Twilight whirled around. Celestia herself had entered the room, towering over most of the furniture designed around the typical Equestria ponies.

"I was afraid that if I told you, and there was no real danger, you might live your life in wait of an attacker that would never come. I didn't want to risk isolating you from your friends; not when you seemed so happy with them in your life."


Twilight didn't know what to say. Tears still stained her face, and her breathing was still irregular. Truth be told, Celestia had found her in a very compromising position. If there could be any consolation for her, it was that Celestia looked crestfallen to her. Vulnerable, even.


"Oh, if only I knew then what I know now Twilight.” Celestia said. “If I had heard any sooner of the number of missing ponies from villages near the forest, and made the connection. I was a foal. I never suspected that the attackers had targets beyond you. The visions never give the full story, and I should have prepared for that. I've already failed our dear friend Spike. how many other ponies are suffering for my mistakes?"


A tear streamed down her face, and Twilight's surprise overcame whatever anger remained. She'd never seen Celestia cry before.


"No. No, I left. I should never have left Spike alone. If only I'd been there, then maybe—"


"Oh, Twilight Sparkle. How can anypony know what might have been? You may well have suffered the same fate."

Celestia approached Twilight, wrapping one of her great wings around her.

"But,” Twilight sniffed, “at least I wouldn't have to lose him. At least, I wouldn't have to feel like this!" She hid her face, burying it into her mentor's wing. "It hurts, it hurts so much! I don't know what to do anymore. I'm supposed to be studying Friendship. I'm supposed to represent an Element of Friendship!"


She revealed her face again, but her eyes were firmly shut.


"And I'm responsible for my best friend in the world,” she said, her eyes opening once more, “dying." Twilight slipped into loud, shuddering sobs, hiding her face again.

"I-I just want it over,” she said, “all of it! How can I possibly go on if I have to keep feeling like this?!"


At this, Celestia sat on the floor, her winged embrace becoming firmer. "Twilight, what a thing to say!” she gasped. “What would Spike have wanted? Would he have wanted you to die alongside him? If the choice were yours, would you have taken his place?"

Twilight nodded. "I loved him. I still love him."


"And you would have left him alive,” Celestia asked, “to mourn you with the same pain you feel now? Resigned him to bear your burden?"


Twilight looked into her deep, ancient eyes, processing her argument. "No," she finally answered. "Nopony should ever have to feel like this."


"So," Celestia said slowly, "bleak though it may be, you can consider that you already suffer in your friend's place. That you must keep living, though hurt, so his pain could end. I suggest that you not pity him, only yourself, for you are the one who has suffered a loss."


Twilight sniffed again. "He had so much ahead of him. So much he could have seen or done or been! How can I say he didn't lose out when the rest of his life was robbed from him so early?"


Celestia offered the faintest smile. "But in his very few years, Spike knew real happiness, Twilight. Dragons live such isolated lives, it's rare that they ever form attachments, even in all those eons. And yet, he had you. And he got to see you one last time, safe and sound. The best of friends still forget themselves, they still quarrel, and love remains beneath it all. Spike fought for you, because he loved you, like so few of his kind ever get to feel. In the end, you both knew you cared. Many would hope to be so fortunate. But deeper still are those who would lay down their lives for the sake of another; truly they are the fiercest friends."


Twilight always felt like a foal in the presence of the Princess, but it was rarely to this extent.


"W- will this pain ever go away?" she asked.

Celestia stared into the distance, at something Twilight couldn't hope to see. "I've lived longer than a hundred pony lifetimes, and made good friends through each. It's been so long, but I still miss so many of them. Luna and I, the alicorn kind, are cursed beings. Stewards to the two great forces of the world. Servants, doomed to live so unbearably long, and outlive so many who we come to love. The pain lessens after a while, but the longing never vanishes, not if you really loved them. But in the end, what really matters is that you remember them."


Twilight had no real response, but the silence was a notable improvement.


"You must not blame yourself, Twilight. It is, alone, the fault of whomever chose the path of murder."

Celestia sighed. "And in knowing this, I fear for you Twilight."


Twilight stared at her, the slightest frown growing on her face.


"The moment I saw you run from me,” Celestia explained, “I knew you would stop at nothing. Your face said everything. Nothing I said or did would have stopped you, just as I know nothing will stop you from going after the assailants who caused Spike's death. So I'm not going to stop you."

Twilight only continued to stare. "You're not?"


"No," Celestia replied. "I realize that you have to confront it, if you're ever to put all this behind you. I've sent soldiers into the Everfree Forest, where ponies keep disappearing, but I have instructed them to provide you with whatever help you require, should they come across you."


"Princess," Twilight said, her eyes wide. "I don't know what to—"

Celestia ducked her head down, seeing Twilight eye to eye. “Just please. I beg of you, do not take the bitter path of revenge. This killer must be stopped, but please, don't blind yourself by making it personal. Don't let it pervert you into being as bad as it is. Don't become something other than the wise, brave, loyal and loving young mare I've come to call one of my dearest friends."


"I," Twilight peeped, scarcely able to find the words. "I won't, Princess. I promise."




Celestia left the Apple Residence with a brief farewell, leaving the ponies downstairs mystified. Twilight came down shortly after, a determined look on her face. Breakfast was well underway. Despite her still flattened hair, Pinkie Pie was no less enthusiastic about her portion, prompting an occasionally annoyed glare from Rarity.


"Morning everypony," she turned to the late arrivals, forcing a smile. "Thanks for coming, you guys. It means a lot. But I've got to go."


"Go?" Pinkie Pie managed, her mouth full of pancake.


"But, go where, dear?" Rarity inquired, leering further at Pinkie.


"I have to find whatever did this to Spike,” Twilight said, eyes steely. “I need to confront it, if I can ever be at peace with what's happened."


"Alright!" Rainbow Dash cried. "Count me in!"


Twilight frowned at her. "Alone!"


"Alone?!" the group cried at once, Pinkie later than the others.


"Nuh uh! Nothin' doin'!" Applejack cried, forcefully shaking her head. "We're not lettin' our friend face something like this on her own."


"Yeah!" Rainbow Dash agreed.


"We'd never leave ya' hanging, Twilight!" Pinkie Pie cried.


"No!" Twilight shouted. "I have to do this myself. Nopony else is going to get hurt because of me."


"We can take care of ourselves just fine, Twilight Sparkle." Rarity smiled as she stuck her chest out. "We all represent the Elements of Harmony, do we not? Are you really saying that some cowardly rapscallion stands a chance against us together?"


Twilight groaned before glaring as fiercely as she could muster. "This isn't your fight! I'm going to face this alone, or die trying!"


"Now look here, Twi'," Applejack said. "Yer' not the only pony in this room who lost a good friend last night. We all had a spot in our hearts fer' that scaly little scamp, and we're all itchin' to help ya' find answers."


"Please," Fluttershy said, at last. Everyone turned towards her. She hadn't spoken in a long time, and her voice sounded more solid than usual. "Twilight, Spike gave his life to protect you. Would you really take that away from him?"


"I," Twilight spluttered, not having considered this line of reasoning, nor expecting to hear it from Fluttershy.  "You're right,” she sighed.” But I still have to do this, with or without you."


Pinkie Pie's hair bounced quickly to its usual poofy self as she bounded over to Twilight, crushing her in a one-legged hug. "We're with ya' to the ends of Equestria! But after that I might need to check on Gummy."


"Alright!" Twilight cried, suddenly energized and overcome. "Let's go!"


She took a step towards the door before Applejack held her back. "Whoa, nelly! Where are we even goin'? You're not just plannin' on combing the whole Everfree Forest, are ya'?"


"Uh," Twilight muttered, her face reddening, for this had been exactly her first instinct. "Well then. Maybe we should have a look at the Library?"


"Good point," Rainbow Dash agreed, bringing a hoof to her chin. "They might've left some sort of clues behind."


"Well, let's get going then!” Rarity said. “We've not a moment to waste!"

And with that, they cantered out the door.




"Hey, AJ," said Pinkie Pie, who bounded along behind them. "Y'know how you make those super-licious-red-delicious pancakes, and some ponies call pancakes flapjacks?"


"Uh, yeah?"


"Well, maybe you should call those pancakes APPLE-JACKS!" Pinkie cried, laughing at her own wit.


"Oh, hardy harr," Applejack groaned, as Rainbow Dash allowed herself a chuckle.


"Not bad, Pink.”


The friends made their way to the blackened remains of the Library. The wood was shiny and onyx-colored. The tree was clearly dead now, leaves incinerated, leaving it to look spooky and forbidding amongst the warm, happy buildings surrounding it. They stepped on ashes that blackened their hooves as they entered the front door.

Twilight felt a chill, remembering how deafening it had been in contrast to this eerie silence. The sun shone in from the windows, the morning light scarcely helping against the black covering every wall, preventing the warm light from bouncing and filling the structure. It was the same library, but it now looked distinctly alien. The horse bust in the center of the foyer was disfigured, and an unwelcome sight as they passed by.


"Oh no. Twilight, your home!" Pinkie Pie whimpered.


"Well." Twilight shrugged. "Home is where the heart is."


"Let's spread out," Rainbow Dash said. "Look for anything here that that wasn't here before."


"Be careful, y'all," Applejack said, as they began walking. "I reckon this trunk ain't solid as it were yesterday."


They made their way carefully through the wreckage. Now and then, golden lettering on the spine of a book glinted back at them, not quite burnt. All else was the bitter scent of smoke, and a dreary bleakness.


"Ulgh!" Rarity cried, examining a hoof. "This ash is going to stain my coat!"

She then shrieked as Pinkie Pie, black as a miner save for her brilliant blue eyes, burst out from a pile of soot and debris she had been sifting through.


"No time to be a fussy-McFusserson, Rarity!” Pinkie said. “We've got clues to uncover, mysteries to solve! Leave no desk upturned, no chimney un-swept!"


Twilight gingerly ascended the steps to her room. She walked along the edges closest to the walls, wary of the weakened wood. Opening the door to her room and study, she finally felt a pang in her heart as she imagined what it had looked like before, compared to what it was now. The ceiling had collapsed, the upper-story window breaking as an entire branch had smashed inside, not stopping before it broke through the floor and embedded itself there. She closed the door. If there was anything in there, drinking in this carnage wasn't worth it.


"Hey!" Rainbow Dash shouted. "Check this out, guys!"


Twilight made her way back as quickly as caution allowed. The others were gathered around the open doorway to the Library's basement. It was dark inside, but from what they could tell—


"The fire barely touched anything down there!" Dash reported.

Twilight edged through the door. "This door was open when you found it?" she asked. Rainbow Dash nodded in reply.

"Then whatever happened involved the basement. Spike had no reason to go down here, and I always keep this door shut. I'll get the light."


Her horn lit up like a searchlight as she ventured in, followed by the others. Indeed, while the fire had certainly spread down here, it had only gone so far. The tree's roots had been singed, but remained, casting sinister-looking shadows upon the walls as Twilight waved the light towards areas of interest. Finally, she gasped as she reached the bottom, and found a large, reflective mass on the floor. On closer inspection, it appeared to be metallic, gleaming dark grey, silver, or purest white, depending on the placement. It was big, nearly twice the size of a pony. On first glance, it was a crumpled pile of pipes, panels and wires.


"Land sakes. What in Equestria is that freaky contraption?" Applejack whispered.

Twilight took a deep breath as she stared at the thing. "Let's find out.”

Her horn's magical aura spread as she attempted to move the thing, but it barely moved before her magical grip died. Taking a moment to ponder this, she tried a second time, to even less effect.


"It's...” She leered at the object. “It’s enchanted, somehow. It's not responding to my magic!"

Rainbow Dash crept passed her. "Well, looks like it's down to some elbow-grease!" she said, grabbing a loose-end in her teeth and pulling it. The object moved with her, untangling itself and suddenly looking far more ordered from this new angle and orientation.


"It looks almost like a creature of some sort," Rarity said. "Yet it's clearly some sort of machine."


They looked on in silence. Indeed, the thing clearly had three bottom limbs that must have been legs of some kind, stubby-ends passing for hooves. An abdomen and chest were clearly defined, if slender. Two arms joined the chest, with what could only be a head sitting atop it, a glassy black mask covering it, betraying nothing in the way of facial features. Not even ears. It reminded Twilight forcibly of the mannequins of Rarity's boutique. On its right forelimb, in place of a hoof was a hand, a feature Twilight only knew from reptiles or primates.


"Spike said there were three of them," Twilight told them. "One had skin, but the other two were metallic. I didn't understand what he meant. I thought maybe they were some sort of masks or armor. But this?"


"Yeah." Rainbow Dash nodded. "This thing is like armor that moves by itself. But if it's got some spell on it making it immune to magic, then I don't get how it could do that."


"Well," Rarity huffed. "This at least leaves only two of the scoundrels to find."


"Hoo-wee," Applejack exclaimed. "Spike did a number on this one. Be proud, Twi'; he took this one with him."


Twilight surveyed the damage. She understood almost nothing about this metal puppet, but she knew the jagged puncture in its chest was unlikely to be a choice of the designer. She also noted the stump of its left arm; the one facing away from them. It seemed to have been snapped off, and she remembered the loud flashing object that Spike had accidentally sent to Celestia the night before —had it only been last night?— which she long concluded must have been some sort of weapon.


"Wait a minute," Twilight said. "That makes no sense. When Spike was fighting this thing, he clearly sent part of this thing's limb to the Princess. She was able to grab onto it just fine with magic."


Rarity shrugged. "Well, it is the Princess after all. Maybe the enchantment weakened for such a small object, or wasn't strong enough to stop her in the first place?"


"Hey!" Pinkie Pie cried, pointing. "It's got letters on its face!"


Twilight aimed her light onto the black mask, revealing what Pinkie Pie was referring to. Rather than drawn on, the harsh relief from the light showed they were molded into the shape.


"M... A..." Pinkie Pie read. "Anypony know what that's for?"


"Martial Arts?" Rainbow Dash said.


"Mechanical Advantage, the mechanical multiplier of input force?" Twilight offered.


"M-mature Audiences'?" Fluttershy squeeked.


"I'll bet it's a name," Rarity said. "In either case, two letters is hardly anything to go by."


Applejack sighed. "At least we have a better idea a' what we're up 'gainst."


"Let's get out of here," Twilight said. "There's no more point if this is as far as we've gone."


All were agreed, making their way back out. Fluttershy seemed most eager to escape the darkness of this place. Before Twilight left though, she noticed some of her equipment was missing from the basement. She made a mental note of it, but couldn't imagine what use the measuring devices might be to their foes.




"So, " Twilight asked. "What do we know so far?"


The friends were gathered around a fountain in the village square. Thus far, it seemed they'd already hit a dead-end.


"Whoever they are,” Applejack said, “they've got some real fancy tools, and don't give a lick if they have to murder to get what they want."


"I- I still don't understand," Fluttershy sighed. "Monsters try to eat ponies and other animals, but they're not very smart, and it's not their fault. But whoever did all this, they had to be smart. How can somepony not know better? I've never heard of that happening before."


"Well, we know they're not ponies.” Rainbow Dash suggested. “Maybe they're some smart animals that are born crazy or something? I've heard of crazy ponies doing stuff like this before."


Fluttershy gasped. "No!"  

Dash only nodded, wide-eyed. "Yeah! Some ponies lose it, and start hurting other ponies!"


"Rainbow Dash!" Rarity scolded. "Stop it! You're scaring the poor girl!"


"Well, the truth can be scary, Rar'.”


"Hey! Twilight!" cried a voice from the other side of the square. They turned their heads to see a hot-pink pony with a short blond mane gallop over to them.


"Lily?" Pinkie said, which hardly surprised Twilight. She did know every pony in Ponyville after all.


Eyes like saucers, Lily —one of the town florists— stopped in front of them, unable to stand still. "Twilight, you really need to come with me!"


"Where? What's the rush?" she asked.


"To the zebra, Zecora's house!"

Murmers and frowns sprang up between them before Lily continued. "You see, I was expecting my cousin Plumeria days ago for a visit. She's from Stalliongrad, and had to take the old path through the Everfree Forest! Zecora found her staggering through the woods, babbling some nonsense. She's been unconscious for days, and Zecora found me after she woke up last night! She wants to speak to somepony who can help her; she says something took her friend on the way here and attacked her! I—"


The rant had been top-speed, each new piece of information leaving the six girls wide-eyed.

Twilight spoke first. "Why tell me this? I'm interested, but wouldn't you tell the guardponies first?"


"Well," Lily began. "I heard about what happened last night. I saw the fire myself. All kinds of rumors have been coming in that ponies have been disappearing in the forest the last few days. Some of the folks around town are saying they saw a few tall strangers run off into the woods around the time the fire started. I wondered if the ones who did this to my cousin, her friend and those other ponies had anything to do with it. I thought maybe you had a right to know first."


"That forest is full a' things that mighta' done somethin' like this, but if they're in the business of takin' ponies, well," Applejack said.


 "You're right," Twilight agreed. "The ones who set the fire were after me. Me specifically."


"That's pretty deep into Ponyville for pony-nappers." Dash hovered, crossing her forelegs in contemplation. "If it's been so easy getting ponies in the forest, why come out in the open? And why Twilight?"


"Well, if rumor has truly spread about abductions in the forest, then perhaps it's gotten harder to find anypony there?" Rarity suggested.


Twilight looked back at the others, who seemed to share her attitude. It wasn't a lot, but it was a better lead than they were following. Namely none.


"Alright, Lily. Lead the way."


With that, Lily went into a gallop, the others right behind her as they took to Zecora's forest dwelling.




Even given past experience, the group felt especially wary of the dense forest as they approached the zebra's home. The gnarled branches of the tree she'd made her home would have reinforced their fears once, but now it was a perfectly welcome sight. Lily called out as they approached.


"Zecora! I brought Twilight!"


A deep voice issued from within as the door opened.


"Be quick and come in; don't linger long! In the forest, these days, much can go wrong."


They filed inside, to see Zecora waiting for them. Twilight spoke first.


"Zecora, I came as soon as I could. What's she been saying?"


Zecora's face was like stone, as she motioned towards a door and room Twilight had not entered before.


"Fits of fear and tales of doom,” Zecora said. “She waits for you, within this room."


"You should go in alone with me, Twilight," Lily suggested. "It might be better if she's not crowded."


They entered a small bedroom with a modest cot. Sitting at the foot of the bed was the red-haired unicorn, covered in scrapes and bruises. She had been rapt in a thousand-yard stare before they entered the room. She eyed Twilight, unblinkingly.


"Who are you?" Plumeria asked, tone rife with mistrust.


"My name is Twilight Sparkle,” she replied, keeping her voice as soft as possible. ”I'm— I was the Ponyville librarian. I'm here with my friends."

Plumeria only nodded at her, before turning to Lily. "Where are the town guards? I need to speak to somepony who can help, not a librarian."

Twilight lightly recoiled at this dismissal, but bit back the hasty and counterproductive retort she was considering. Instead, Lily came to her defense.


"Twilight and her friends have done a lot for the town in the past, Plumy." Lily said, as Plumeria winced at the nickname. "They're the ones who stopped the Mare in the Moon last year."


"Plumeria," Twilight began. "We need to know about what happened to you in the forest, and where. I know your friend was taken. I had a friend 'taken' as well."


This seemed to grab her attention.


"His name is Peppermint. He never even wanted to come along."


"It's not your fault," Twilight cooed, hardly able to sympathize more with her.


"Yes it is!" she snapped. "I led us right into that cave."



Plumeria shuddered. "The path skirts the mountains at some points,” she said. “There was some kind of rumbling while we were crossing it. We found a place where the path was taken out in a rockslide, and both of us fell down too. It was recent. I think the rumbling caused it. I saw something move in the rocks and went to investigate. There was a cave."


Her breathing became short and ragged as she recounted the terrors with a dead gleam in her eyes. "Pep' didn't want to go in, but he followed me anyway. There was a big metal wall with strange lights on it, and they blinked in patterns. We figured out it was some kind of test. When we got it right, the wall fell into the ground, and inside everything was made of dark metal walls, glass and lights. It was so dead and clean and unnatural!"


"And then what?" Twilight asked, feeling instantly justified in coming here. An abundance of metal and glass sounded too similar to their own findings at the Library.

Little tremors in her hooves told her horror as Plumeria continued. "And then, there was a voice. A friendly voice like a stallion coming from the walls. It welcomed us, but it sounded so wrong. Something about it sounded like it didnt understand what it was saying, I don't really know how to explain it. It congratulated us for beating the test and said we were smart and- and then the wall behind us closed. We were trapped! And- and it went quiet for so long."


"You said it welcomed you. Did it say anything about who ran it? Any names?"


"All I remember was one name.” Plumeria answered. “I didn't catch all of it. It was like 'Anvil', or something. It didn't sound like a pony's name at all."


Lily looked to Twilight, as if she would understand the name any better, but was only met with Twilight shaking her head.


"So, you were trapped. For how long?"


"Only a few minutes," Plumeria said, the answer making her audience jerk their heads up as they stared. "And then."


Plumeria recoiled and whimpered at the memory. "Th-the tiles opened up. Peppermint. He got dragged back through with them! I used my magic and forced them away, but I sprained my ankle making one let go. And then I forced the wall open behind me and ran. And that's all I know."


Plumeria curled up on the cot. Lily went to her side and rubbed her back affectionately.


"Thank you," Twilight said as kindly as she could. "Plumeria, I'm going to do everything I can to find your friend, and anypony else they might have taken."


Twilight made to step back out, before hearing Plumeria deliver one last warning.


"Please, be careful," she whispered. "Whatever they are, they're nothing like ponies. Nothing like animals. Never drop your guard."




They agreed to meet by the fountain at noon, once they were ready for the journey ahead. Twilight had already acquired the maps she needed from the Town Hall. Normally, maps were plentiful in the Library, but given the circumstances, it was the only way. Ahead of schedule, Twilight decided she'd help Rarity if she could.


Carousel Boutique was still sporting a ‘closed’ sign, but the door was unlocked. Upon entry, she heard the spin of a drill and Rarity calling out.


"I'm afraid we're still closed, dear!" Rarity said, peeking around a corner, wearing, of all things, a welder's mask. "Oh, Twilight!"


"Um," Twilight stared in surprise as Rarity lifted the mask.


"You're just in time!"


"For what?" Twilight asked.


"Well, in realizing just what we're up against, I thought we might need to give ourselves a teensy bit of an edge."


Rarity led Twilight to a table where the power-drill lay, next to a vast series of glassy horseshoes.


"Glass horseshoes?"

Rarity sputtered in indignation. "Glass?" she scoffed. "These, dear, are diamond. Hardest thing you'll find, outside of this dragon-tooth drill-bit of course. Exceptionally rare, those bits, but necessary when you work with gems as often as I do."


"They're beautiful, but how will these help us?"


"As much as I detest brutish shows of force, our nemeses evidently feel differently. Should it come to hoofticuffs, we're going to need a little more 'kick', and these should deliver precisely that. These were originally made to fill an order before we left for Canterlot, but that fell through."


"I see. But why are you drilling holes into them?" Twilight inquired, puzzled.


"To put these rubber grips into the soles." Rarity indicated a number of rubber nubs on the same table. "They're not terribly stylish, but they're practical. One wouldn't do to slip in a dangerous situation after all."


"Wow Rarity, I'm impressed!"


"Oh, only a trifle dear. Just something I could whip up in a single morning. Now, just to hide these so Spike doesn't-"


She stopped, midway through lifting the horseshoes, which clattered back onto the table. An "oh!" escaped her lips as she pressed a hoof against her face and leaned heavily into Twilight’s shoulder.


"Rarity?" Twilight asked, as Rarity sniffed delicately.


"It only just struck me. He's really gone."


Twilight led her to a nearby divan, where Rarity collapsed into the cushion, doing her best to hide her eyes.

"I- I really never knew you cared so much. I know he'd have been happy that you care," Twilight said, feeling strange as the one doing the consoling.


"You know," she continued. "When- when he was- going. When he knew he wasn't gonna make it. He tried asking me to tell you something. I interrupted him. I refused to accept it, but I know he wanted me to tell you that- that he cared a lot for you. Maybe even loved you."


"Oh," Rarity sniffed, as Twilight tried to cushion the blow.


"I'm sorry, it's probably cruel for me to say that, but I know he wanted me to say it—"


"Dear Twilight, you wonderful girl," she giggled, revealing her face and dabbing at her eyes with a handkerchief whose origin was a mystery to Twilight. "I knew. Of course I knew! But a lady never tells, darling. I mean. He was terribly obvious about it, though sincere."


Twilight merely stared, surprised and curious. "Well, then were you not interested, or—"


"Oh, it wasn't a matter of that, Twilight.” Rarity rose to her feet again, glancing around and levitating various items into her saddlebag. “Spike was... Well, I could see him groomed into a proper gentlecolt, one day. But as he was, so young, how would I know it wasn't mere colthood infatuation? I would have given him the chance, one day, were he a bit older and no less afflicted with that bothersome bug we call attraction."


Rarity levitated a gleaming ruby from her gem box, idly scrutinizing it.


"I am sorry though: that we can never know what might have been."


The gem merely rotated in silence a moment, before she recoiled from a number of scratches on the other side.


"Opal," she grumbled, perplexing Twilight.


"Weird, I thought it was a ruby."


"What?" Rarity asked, instantly thrown from her reverie. "Oh no no dear, my cat, Opalescence. Ooh, if this is what she does with her weekly pedicure...”

Twilight blinked. “Wait. You’re saying your cat scratched it up?”

“Yes...” Rarity said, her face expressionless.

“A ruby. A material rating a ‘nine’ on the Mohs hardness scale, just below diamond. Your cat’s keratin claws scratched that?”

Rarity shook her head. “Twilight, never underestimate the effects of a good pedi.”

Twilight only stared between her and the still-floating ruby. Rarity seemed to notice this, and stared at the stone herself a moment.

“Well, here Twilight, you're a resourceful mare."


She offered the blemished gem to Twilight, who accepted it in surprise.


"I'm sure you can find some use for it. I'd have simply thrown it out."


"Uh, thanks," Twilight said, dropping the stone into her saddlebag. "Well it's good to see something is going smoothly through all this. I'm going to see if anypony's at the fountain yet."


Rarity's magic levitated the shoes into a wooden case, before sauntering after Twilight. "I'll come with you. I'm all wrapped up here anyway."




Pinkie Pie, Rainbow Dash and Fluttershy were all at the fountain once they arrived, much to Twilight's surprise.


"Wow, you guys are all set?"

Indeed, Pinkie Pie was the only one among them with a saddlebag, filled to the brim, no doubt, with party favors and other such bric-a-brac. Twilight might have been upset at her for not taking this seriously, but she could foresee that a ready-made diversion might exist with her contribution. Who knew: it might save their hides.


Rainbow Dash was first to respond. "I thought maybe I could take that one dress Rarity made me and use it like armor, but it's way too heavy."


Twilight blinked, as Rarity made a scandalized noise.


"Yeah. Armor tends to be that way," Twilight deadpanned.


"I thought I destroyed those abominable... THINGS!” Rarity seethed. “Where did you even— Actually, nix that; I do not want to know."


"Ah, well. Saddlebags and armor and stuff just slow me down anyway, and I'm most valuable when I'm quick on my hooves."


"I'm sorry, Twilight,” Fluttershy muttered, pawing at the ground. “I looked throughout my cottage for something useful, but... I couldn't find anything."


"I wouldn't worry too much," Twilight said. "Both of your talents are worth more than anything we could fit into a saddlebag. Now we just have to wait for—"


"Applejaaaaack!" a young girlish voice whined with a familiar twang. The five ponies turned in the direction of the sound, to see Applejack facing two fillies. The one who had been 'speaking' was an earth pony, yellow with a fluffy rose-colored mane and tail. The other —a unicorn— was white as Rarity, with a curly mane of pale pink and violet. Both gave occasional sniffs and had old tear streaks under their eyes.


"The answer is no, Apple Bloom! This could be more than just a mite dangerous, and it's no place for fillies. Besides, Big Mac and Granny'll need you around to help pick up the slack."


"It aint fair! Spike was m-mah' friend too! I wanna help get back at 'em for takin' 'im away!"

Twilight fought back against watering eyes for a moment as a sudden surge of affection for the two Crusaders overtook her.


"Rarity!" hollered the white filly, rushing over. "It's not true! It can't be true about Spike, can it?!"


"Oh Sweetie Bell, I'm sorry," Rarity said, before her sister wept fresh tears.


"No! Noooooo!" Sweetie Belle bawled, her face pressed into Rarity's chest, who didn't seem to mind that her coat was becoming filthy with tears.


"Sweetie. Shhh. Hush now, it'll be quite alright. We're going after the ones responsible, and I promise they'll not get away with it. We're hot on their trail, as it were."


Rather than comforting her, Sweetie Bell grew further concerned as she tugged on one of Rarity's front legs. "Sis' don't go!” she cried. “What if they take you away from me too?! I can't lose anypony else, I don't wanna be alone I don't wanna be alone!"


"Sweetie Bell, I promise you that I'm coming back," Rarity told her, as she performed a few customary gestures. "Cross my heart and hope to fly; stick a cupcake in my eye."


When this had little effect on the filly, Rainbow Dash stepped in. "Don't you worry kid. We'll be back with your sis', plus whoever caused all this trouble."


"Alright, everypony," Applejack said. "We best be movin' out if we wanna get to this place before dark. Apple Bloom, if I as much as suspect you're followin' us, you're gonna spend this summer de-weedin’ every inch a’ Sweet Apple Acres. You stay at home and don't go nowhere without Big Macintosh sayin' so. That goes double for after dark!"


Apple Bloom sulked, her eyes narrowing as she muttered an "Okay Applejack."

As the group made for the forest. Twilight caught up to Rarity, glancing back at the three fillies. "I had no idea Sweetie Bell was that close with Spike. I'm sorry it's hurting her too."


"Well of course,” Rarity said, her eyes widening slightly, “certainly you saw how often Spike would volunteer himself to help with the Boutique?

“He was such a sincere little star.” She smiled softly. “I didn't always have proper work for him however, so often I'd ask him to entertain Sweetie Bell. She too likes to be —er— 'helpful'. But I fear she didn't inherit our grandmother's poise as I did. Inherited her looks, but otherwise takes after our mother, bless her little heart."


"Oh, what's wrong with me?" Twilight asked of the sky.


"Twilight dear?" Rarity tilted her head slightly.


"Rarity, tell me,” Twilight said, “Is it really really wrong that I feel better knowing I'M not the only one hurting from Spike? I mean, I don't want other ponies hurt by what happened, but it's like it numbs the pain, or something. And it makes me feel really guilty that I feel that way."


"Well, if you're thinking it's some kind of 'schadenfreude', I sincerely doubt that. Probably you're just glad you're not alone.

“I remember when Grandmother Limelight passed so long ago. Oh, she was one of my dearest relatives as a filly. When we lost her, I remember feeling like I was in a world of ponies I didn't belong with, like some great bubble kept us apart. Nopony else knew or cared that my grandmother was gone. Just a snippet in the papers, written by somepony who knew her by the town she lived in, her age, and the fact that she succumbed to natural causes. It’s impossible to imagine there are still ponies playing or laughing when you feel so hurt. But my family seemed to feel the same as I, and that cramped little bubble expanded. Small comfort, yes, but knowing I wasn't alone in that longing made things bearable, until one day that little bubble burst."


"Hey, uh," Rainbow Dash began, sidling up beside them. "Hate to burst your bubble, but does anypony know where we're going?"


"Oh!" Twilight cried, levitating a map from her bag. "Right, let's see here."




The path began close to Zecora's home, but wound deeper into the heart of the forest than any of them had ventured. Not even their first expedition to the temple of The Ancient Pony Sisters had brought them here. Yet, they encountered little danger as the path wound its way towards a series of mountains jutting up within the forest's northern edge.


"Oh," Rainbow Dash grumbled. "My Diamond-Dogs are howling."


"What's a' matter, Dash?" Applejack prodded. "Those clodhoppers spend too much time cloudhoppin' these days?"


Rainbow opened her mouth to crack a reply, but an inspired "Ah!" silenced her as synapses exploded in Rarity's mind.


"Well, Rainbow Dash, perhaps those, er... 'dogs', could in fact do with some diamonds." She levitated two pairs of her specially made horseshoes as Twilight groaned.


"Okay, girls,” Twilight said, “the puns have really gotta stop."


"Hey, I'm no tenderhoof. I'm not gonna be the first and only one wearing Rarity's prescription shoes," Dash declined, holding herself high as Rarity recoiled with a dramatic gasp.

Before either could bicker, a soft squeak came from the back. "Um, actually, I think I'd like to try those shoes. If nopony minds."


Rarity's expression lit up like a light bulb as she levitated the shoes towards Fluttershy. "Why of course dear! Nice to see somepony can see past her pride and not look a gift-horse in the mouth."


Dash stared daggers as Twilight frowned, eyes turned skyward in contemplation.


"I never understood that expression. I mean, what's a 'gift-horse'? It almost sounds like somepony is giving somepony to somepony else. Wouldn't that be slavery? I don't remember slave ownership anywhere in Equestrian history."


"Oh, I know that one!" Pinkie Pie blurted. "It's about the Legend of the Stink-Mouth-Stallion! They say he comes bringing gifts to all the good little colts and fillies who keep their teeth white and minty-fresh, because all his teeth rotted away! But if you ever look at his rancid smelly gums, he'll PLUCK ALL YOUR TEETH OUT, and add them to his collection of pilfered pearly-whites! So whatever you do, you never EVER look a gift-horse in the mouth!"


They all smirked and sighed at this. Still as Pinkie Pie as usual. Though the expression could certainly have arisen from this pony-tale, provided it was as well known as Pinkie seemed to believe. Once Fluttershy had her shoes on, the others followed suit.


"Wow!" Twilight exclaimed, moving about in the glistening hoofware. "I gotta hand it to you Rarity, I wasn't expecting something hard and glassy to be this comfortable."


"Well," Rarity chuckled, tone reeking with pride, "there is a reason I have these gems on my flank, dear."


"I could do this all day!" Applejack added, testing hers out by bucking a nearby tree, numerous leaves parting from its branches, as well as a snake, which flopped onto Twilight's unsuspecting back.


"What's that?!" Twilight demanded, turning around and freezing, shivering as the serpent raised its head to meet her gaze, forked tongue tasting the air inquisitively.


"Snake! SNAKE! Help me!!" Twilight pleaded, voice reduced to a hoarse stage-whisper. Fluttershy alone approached.


"Stay perfectly still Twilight, it's just a harmless little garter snake," Fluttershy assured, extending her hoof to a spot near the snake's head. The sleek reptile backed up in response, uncertain.


"There there," she sighed. "Nopony's gonna hurt you. I'm sorry we startled you like we did. Come on."

The snake yielded to the master-charmer, coiling around her hoof and leaving Twilight to scamper away as quickly as she dared.


"That's a good boy," Fluttershy said, daintily taking wing and allowing the serpent to slither onto a high branch.


"Thank you Fluttershy! I'm so glad you're here!" Twilight gushed as the beastmaster landed.

"Boy, I'm sorry for coming apart like that, over some snake that isn't even poisonous," she giggled fakely, still shaking subtly.


"Oh, garter snakes are a little poisonous, but nowhere near enough to hurt a pony," Fluttershy said, reducing Twilight's eyes to pinpoints.


"So, Fluttershy," Rainbow Dash asked as Twilight composed herself. "You're the one who's great with animals, but ya' think your charm'll work on whatever it is we're after?"


Fluttershy’s brows knitted as she considered. "Don't know! I've never even seen a living machine before, let alone calmed one down."


"But one of  'em was supposedly flesh n' bone," Applejack said. "An' if those things were just puppets, and the other one was the puppet master, we might just clear two trees with one buck."


Fluttershy beamed. "That sounds like a good idea! Oh, but... um."


"What's wrong?" Pinkie Pie asked.


"Well, it doesn't always work on the really mean ones. I appeal to an animal's better nature, but sometimes the bad ones really mean to be mean."


"What about 'The Stare' though?" Twilight asked, who had experience in this field. "You brought a fire-breathing dragon to tears, and out-stared a cockatrice that was busy turning you to stone! I don't know what stands a chance against that."


"Well, The Stare just sorta' happens. And it seems to happen whenever I get really teed-off."


Rainbow Dash grinned. "Yeah, don't mess with Fluttershy when she's angry! Remember that entrance she made in the ballroom at the Gala?"


Rainbow spread her wings in a threat display, and heightened her voice in a patchy impression of Fluttershy.


"You are gonna LOVE ME!" she growled, before giggling at herself as the others joined in.


"Oh, please girls," Fluttershy said, blushing. "I was in a really dark place that night. It's not a chapter I like talking about."


"Yeah, I remember just b'fore that," Applejack added, mirthful with memory. "There was this great rumblin'-"


For a moment, Applejack might have believed her memory had turned vivid as reality, until she realized the others were experiencing the same trembling in the earth. They sat silent as flat pebbles beneath them clattered aimlessly on the ground.


"EARTHQUAKE!" Fluttershy shrieked, lying on the ground with her hooves over her head.


"Everypony, away from the trees!" Twilight shouted above the din.


As the rumbling continued a while longer, Pinkie noticed her bouncy tail spasm, independent of the ground. Voice vibrating, she sounded the alarm.


"T~w~i~t~c~h~y~~t~a~i~l, T~W~I~T~C~H~Y~~T~A~I~L!"


"Aw, cider!" Applejack cursed. "Heads-up everypony!"


Moments later, Pinkie's prophecy came to pass, as distant boulders on the mountain ahead dislodged and tumbled wildly into the forest, adding the sound of splintering wood to the cacophony. Slowly the rumbling came to a stop, the ambient forest noises loud and livid, like a beehive hit with a bat.


"Everypony okay?" Twilight asked.


"All fine here! Although my mane is a bit ruffled," Rarity said, idly pulling out a brush and hand-mirror.


"Hey, where's Rainbow Dash?" Pinkie asked.


"Up here!" Rainbow cried, hovering over the trees.


Applejack frowned up at her. "Now there's the thing ta' do: fly a dozen yards into the air durin' a twitchy-tail alert! There's a short road to an ol' fashioned concussion."


"Oh,” Rainbow cried, “and I guess your hat was gonna block a tree-branch shipped first-class to your head?"


"You leave my hat outta' this, missy!" Applejack said, pushing her stetson forward as the creases in her eyebrows deepened.


As the two bickered —Twilight playing peacemaker— Fluttershy had scarcely moved from her low point on the ground. And as such, she was the first to notice the stones before her vibrating again.


"AFTERSHOCK!" she bellowed, ending the argument in an instant as a lighter rumbling made itself known.

So positioned, Rainbow Dash was able to see dust approaching from the horizon, and determined the true culprit.



Moments before branches snapped and splintered across the path in front of them, an entire herd of massive, black, cow-like beasts retreated from the mountainside and into the dense wood.


The girls yelped and shrieked in surprise at the towering throng, standing barely under the highest bows. Twilight knew these creatures. Walking upright on two hooves, with the torso and powerful arms of a gorilla, the minotaur paid them no notice as the last of the stragglers vanished into the forest, hoof-falls fading into the sound of the agitated forest, still alive with buzzing and the calls of animals. When it seemed they'd paid their due for surprises, the six ponies discussed.


"The entire forest sounds so...” Fluttershy considered. “Scared."


"Well it was an earthquake," Rainbow Dash said. "I don't figure that happens too often."


"Exactly," Twilight said, understanding dawning upon her as she gazed at the mountains ahead of them.




"Rainbow's right,” Twilight said. “Earthquakes don't happen often in this region. I know a thing or two about the geography of Equestria, and there are no real fault lines anywhere near the forest."


She paused, which drove some of them crazy.


"Twilight, dear,” Rarity chuckled, her eyes darting around the forest, “don't keep us in suspense after saying something like that."


"Plumeria mentioned a rumbling, before they came upon that cave. Said she thought it caused the rockslide."


"So, yeh' mean—" Applejack began.


"Yes. Two quakes within a few days, in a place without the means to produce earthquakes? This isn't natural. Something, is causing this."


"Those minotaur," Rainbow Dash said, sensing her own brainwave. "They looked pretty determined to get away from those mountains."


They stared in the direction of the mountains where the boulders had fallen. They were flat-topped, like mesas, with spires of rock dotting the short range, dust still floating on the wind from the boulders.


"That's got to be it,” Twilight said. “We're close. Now we just have to be careful."




Eventually, the path came up along the mountains, rising up natural cliffs that had been tamed by pony trail blazers long ago. Nearly the entire ridge went by, and they saw no evidence of the trail vanishing as Plumeria had said. That was, until Rainbow Dash called to them after taking a minute to stretch her wings and glide on the natural mountain updraft.


"Hey! Wait a second!" Rainbow shouted as she landed.


"What?" Twilight asked.


"We're here," Rainbow stated, to the blank stares of everyone. "You can't see it from the ground, but this path was rebuilt. The dirt's looser-looking. And look down at the trees."


They did, and saw what she was talking about.


"Well button my lip,” Applejack exclaimed, “those trees are covered in dirt!"


"Wait." Twilight frowned at the scene. "So they fixed a landslide?"


"One way to find out," Rainbow Dash said, as she stomped a hoof into the ground. As she hoped, it sunk far further into solid ground than it ought to have.


"Alright ladies, Dash marks the spot!"


They began excavating, —aside from Rarity, who "supervised"— and it became apparent that they were getting somewhere. A mere ten minutes and they had made a pit five feet deep. At long last, Pinkie Pie's horseshoes made a clanging sound as they struck something hard.


"Hey! I hit something!"


"Let's clear this off," Twilight suggested. They revealed a dark grey series of metallic tiles. Rather than a seamless wall, the tiles seemed independent of each other, straining against the weight of the dirt.


Rainbow grinned victoriously. "That's what happened! They couldn't bury it all, so they built this and just tossed dirt over it."


Fluttershy gawked. "In a few days?"


"Well they didn't do a great job," Twilight said. "This looks flimsy. Let's see if we can't get in."


Twilight used her magic on a tile. It resisted her attempts to lift it, actively, as though being pulled by someone on the other side. Inevitably, it yielded, revealing an underside held by a struggling metallic limb. The limb was mounted to a small machine, onto a tile ten times the size of the tile she'd forced open.


"What in tarnation?!" Applejack cried, eyeing the spectacle with fascination and fear.


Twilight frowned in thought and arcane concentration as her magic grappled with the thing. "I'd say this leg-thing, whatever it is, runs the same way that machine at the Library did. There's enough space underneath; let's go!"


They hopped under the tile into the superstructure of this living wall, the tile Twilight had been holding righting itself once she'd released it, sealing into place amongst the others. They found the entire wall was made of these tiles, as similar machines let off small amounts of orange light from bulbs. The larger tiles underneath had larger versions of the mechanical limbs, instead mounting the devices tile to tile. In the dull orange light, things seemed alien. Twilight noted that she felt less sure of herself in these surroundings, than out where the Sun and sky were visible.


"I hate to ask, but...” Rarity shuffled her hooves, glancing at them all in turn, “Now what?"

Twilight sputtered in response, before Pinkie Pie let out an "Ooh!" while gazing at one of the larger arms, and a green hoof-sized cylinder set into it like a jewel.


"Button button, who's got the button? I think Pinkie Pie does!" she cried, making to push it.


"Pinkie Pie, wait!" Rainbow Dash shouted, but too late. The large tile beneath them tipped with a hissing sound as it opened further into the structure. There was much shouting as they were effectively dumped into total darkness, hitting the cold floor in a heap after a short fall. After a moment, they heard the tile above them sink back in place with the rest of a ceiling they couldn't see. A moment more of silence, and suddenly Twilight was blinded by bright lights that came on with a deep clicking noise that echoed through the room. She rubbed her eyes as she adjusted to the light, before a warm, enthusiastic and fake male voice issued from the walls.


"Hello visitors, and welcome to the 'Mandeville Arms' Research and Development 'All-In-One' Headquarters."


From the walls came a voice that would have sounded like an older stallion, were it not for the odd mechanical gargle whenever he went an octave too low. As a result, this friendly voice sounded sincere, yet subtly artificial. "Hello visitors, and welcome to the 'Mandeville Arms' Research and Development 'All-In-One' Headquarters," the soft voice greeted.

The six struggled to disentangle the equine knot they had become.


Fluttershy freed herself from the tangle and let her eyes wander about the room. "Um, Wh-. who's there?" she asked, careful to keep her distance from the talking walls.


 "I am CAIRO," the walls answered, the steely tiles producing a mild reverb. "The Central Artificial Intelligence and Robotics Overseer, and I will be assisting you for the duration of your stay."

Pinkie Pie sprang out of the pile, and the last four cautiously stood up on the cold grey metal. The room was much as Plumeria had described: The size of a standard living-room, and every surface consisted of the same tiles they'd seen. With the exceptions of the floor, certain tiles served as large square light fixtures on every wall. The pure white light was unlike the sun they had left behind: cold, bleached and artificial.

Twilight summoned up her courage and spoke to the voice. "Wait, the central—" she asked. 


"Central Artificial Intelligence and Robotics Overseer,” CAIRO repeated. “I am mandated with the maintenance of this facility's functions. This includes design optimization, manufacturing, drone deployment and drone strategy, according to the needs of Mandeville Arms."

 Twilight engaged the voice, however much she wanted to demand answers. The situation was not in their favor, and she knew it. The walls hid something, and provoking the ownerless voice would not be wise. Best play along.

"Sounds like a taxing job."

"For a naturally evolved biological intelligence, yes,” he said. “I, however, am authorized to modify my central core according to my own processing needs. By way of adding or modifying processing cores and random access memory modules, I can in fact improve myself. Evenly distributed at my highest experienced load, my processing cores maintain a comfortable 34 degrees Celsius while immersed in a liquid-cooled environment."


Applejack tilted her head, eyes glazing over. “Huh?”


"So, you're... you're not really," Twilight began, her eyes widening.


"You're some sort of machine!" Rarity blurted, finishing Twilight’s thoughts.


"Structurally, I am a computer,” CAIRO said. “A programmable machine designed to sequentially and automatically carry out dynamic sequences of arithmetic or logical operations. The CAIRO system software allows me to process input data, such as your questions, in the context required by my operator."


Only Twilight in her utter bookishness made anything of this answer. She paused, shaking her head before she pressed on.


"Well, if you're here to assist us, could you answer a few questions? Princess Celestia of Equestria has sent us to investigate trespasses made against the-"


He cut her off, no less friendly in tone as he did. "All further questions, concerns, police warrants and governmental inquiries will be summarily dealt with, after the requisite touring program has concluded."


"Touring program?" Rainbow Dash asked, eyes narrowed. "We never asked for some lousy tou—"


In a single fluid motion, Applejack stuffed Dash's mouth with an apple.


"I reckon it'd be a mite bit prudent to see what we might be in for, sugarcube."


"Very well then," Rarity said. "Might you be so good as to begin this tour, CAIRO?"


"Request acknowledged. Touring will begin in 3... 2... 1..."


Music blared from the walls, making them jump in spite of the countdown. A short jingle from what sounded like a trumpet and a series of rippling electronic tones shot through the room, like an orchestra had surrounded it from outside.


"You are about to tour one of the most advanced facilities ever constructed!" CAIRO gushed in an oddly rehearsed manner. "During our tour, you are likely to encounter strobing lights, loud noises and various exposures to anomalous material. If you have a heart-related condition, are pregnant, epileptic, or have previously sustained the maximum legal dosage for radiation work, please let us know now, and we will divert you from the tour on an alternative route to the visitor's center."


There was a momentary pause, before CAIRO rapidly belted out words in a language none of the ponies understood.

“¡Usted está a punto de recorrer(visitar) una de las instalaciones más avanzadas alguna vez construidas! Durante nuestro viaje, usted probablemente encontrará luces strobing, ruidos fuertes y varias exposiciones al material anómalo.”  

However, suspiciously similar-sounding words to their native Equish caught their attention now and then.

“Si usted tiene una condición relacionada con el corazón, está embarazado, epiléptico, o ha sostenido antes la dosis legal máxima para el trabajo de radiación, por favor avísenos ahora, y le divertiremos del viaje en un itinerario alternativo al centro del invitado.”

Finally, CAIRO went silent again.


 "What the hay was THAT?" Pinkie Pie said, the least bewildered of the wide-eyed mares.


Another moment of silence and the lights dimmed halfway to darkness. The ponies’ vibrant colors muted as a large series of tiles on the front wall sank into itself. Like a revolving bookcase, it spun around to reveal a replacement section covered with black, glassy tiles. Once aligned, the tiles sunk back seamlessly into the wall.


"And that!" Pinkie added.


Then they heard a slow, soft violin note from the walls, followed by a pair of flutes in a short melody.


"Is that... music?" Rainbow Dash asked, before they heard CAIRO's voice again.


"Our world is an uncertain, dangerous place. Our fate rests upon our security."

The lone instruments were joined by an orchestra that slowly swelled, remaining quiet in the background.

"But who can provide this security?"

The music in the background began to build in palpable anticipation.

"One man, one name, offers safety to the world. That name, is Mandeville."


On queue, the orchestra exploded into a triumphant blare of drums, tubas and trumpets. The black glass lit up with something no pony had ever seen before: color motion pictures. Upon the screen shone a symbol of a grey and white "M" in a circle, with a few odd red shapes behind it. The image then changed to a bright afternoon sky over a vast expanse of ocean, as a fleet of sleek metallic vessels cut quickly through water. A tiny figure stood atop one of the vessels as the camera approached it, clutching a railing. The girls quickly realized it was nothing they were familiar with. The figure filled the frame, beaming at them as the music quieted to a piano and violin performing a soaring, friendly melody.


The creature was tall and thin, cream-colored in its lack of coat. It reminded Twilight of those poor hairless desert cats she'd once read about. Its mane was short and blonde, covering the top of its head and two narrow patches above emerald-green eyes. Stubby ears and the lines around its nose and mouth offered features far different from ponies, as did the hands gripping the railing. Its body appeared black, but only because of the fine suit it had donned. The suit hid whatever features could be made out beyond the erect posture and long legs. It looked male to Twilight, but that might only be a result of her own preconception. Like the mistaken idea that panting dogs are smiling. This creature might not even have male or female distinctions.

“Is that some kind of spindly chimp?” Twilight wondered aloud.


"A spindly suit-chimp?" Pinkie elaborated.


"Suit chimp?" Fluttershy parroted. "Well, it's definitely a smaller kind of ape."


"Rather handsome for an ape," Rarity noted, studying its form. "Although I think a white suit would have been a better choice."


"Hi!" the suit-chimp said in a high voice with a quality like silk. "I'm Adrian Mandeville, founder and owner of Mandeville Arms! I created this company with a single goal in mind: to stay ahead of the curve with security that's second to none. Mandeville Arms provides world-class defensive equipment, from home defense to anti-ICBM protection! Don't believe me? Each of these submarines are equipped with one tactical nuclear missile, and all but one are aimed directly at my facility. The very same facility you're touring!"


Applejack frowned. "I ain't exactly certain what he just said, but it didn't sound any good. Y' reckon we should skedaddle?"


"Don’t be silly Applejack," Rarity scoffed. "This is a recording, obviously."


"How can yeh' tell?"


"Dear," Rarity answered. "An artiste knows prepared work from improvisation. This has the clear markings of something doctored and babied until it's just right."


The camera drifted to the right, revealing an island in the distance, a lustrous, gray, cubic monolith jutting out of the ground and into the afternoon sky.


"Our 'Missile Interception Security System." Mandeville donned a pair of sunglasses. “Or 'MISS,' will either protect my facility from the bombardment, or very quickly run me out of business."


"Aha! Did you hear that, Applejack?" Rarity exclaimed, in full lecture mode. "A pony's business is her castle. He wouldn't knowingly risk it if it weren't safe. He's clearly trying to build a solid reputation amongst his peers."


Behind him, one of the vessels unleashed a deafening, crackling roar. Blinding light burst from a compartment in the hull and a sleek white rocket sped off toward the horizon on a pillar of fire.


"Whoa!" Rainbow shouted at the sudden spectacle.


"And yes," Mandeville shouted over the noise. "They're real!"


The rocket peaked and visibly sank towards the ocean, only a lens-flare against the afternoon sun. In a flash, everything else in the image turned dark as the exposure adjusted. A blinding light radiated from where the rocket had been not seconds ago. The sun itself might have entered the atmosphere. After a few moments the light dimmed, revealing a massive roiling fireball: the darker flames nearest the top rolling over the disc-shaped ‘head’ before being sucked back into the glowing center below, feeding back into what Twilight knew was a classic convection current, but on a enormous scale. Another moment later and the terrifying sound of the blast caught up. A howling wind ruffled Mandeville's suit as the raging, bestial noise dominated the unseen speakers.


"Well," Rarity gasped, watching the fireball in awe. "I must say that —as fireworks go— this was more than a touch ostentatious."


"I knew it!" Pinkie Pie shouted, slamming a hoof into the floor and making them all glanced her way. "It makes giant mushrooms! Diabolical! I knew mushrooms were evil!"


"No," Twilight said, her voice hushed. "It's an explosion. A massive, village-sized explosion!"


Rainbow Dash sneered. "So? I can do that too."


"That is a fireball," Twilight told her. "It's not the same as somepony slamming into the ground like a meteor. It's a weapon like nothing I've ever seen!"


"Alright then!" Mandeville cried excitedly, camera panning right towards the island as the fireball drifted on the wind. "Moment of truth! Launch!"


In rapid-succession, all of the vessels deployed their rockets in a cacophony of roaring flames as the image turned to the island. In moments they closed in, before bright red streaks erupted into the sky from various points on the surface of the great structure. Back in the room with the six ponies, the flashes of light bounced off of every surface in a chaotic display.

Numerous popping sounds were audible over the water as the rockets disappeared in puffs of dirty-looking brown smoke. Silence fell at last, leaving the structure stalwart and proud as smoke drifted lazily away.


"Is it over?" Fluttershy whimpered from beneath her hooves.


"Lasers! Is there anything cooler?" Mandeville asked, like a child showing off his newest toy.


"Let me answer my own question, " he said. "Unpaid endorsements!" 

The image changed to that of another of the creatures standing in front of a grand, palatial gated house. This one too wore a suit, but this one was white, much to Rarity’s approval. The creature itself had a short brown mane and maintained an air of self-satisfaction.


"I trust only Mandeville Arms for the security of my estate. From firearms for the guards to the built-in anti-theft countermeasures, I couldn't be in safer hands."


The scene changed again to a more modest home. A family of creatures stood before it. The gender distinction was now more obvious to Twilight, seeing the ‘stallion’, the ‘mare’, and two rather adorable ‘foals’ standing beside them, holding their mother's hands. In the background, other creatures clad in black uniforms drug a disheveled creature towards a very strange contraption. A sleek, black and white steel carriage with a bar of flashing red and blue lights on top of it overwhelmed some of the scene. 

"Because I bought Mandeville Arms brand 'riot-buster' rounds for my nine millimeter,” the husband said, “I kept my family safe... without taking the life of another human being."


" 'Human bean?' " Applejack echoed, tilting her head. "Did I just miss somethin'?"


"I think he said 'being', so maybe it's just 'human' for short?" Twilight said.


Pinkie idly munched on popcorn from her bag. "Hey, what's a nine milli-meer?"


"Shhh!" Rarity hissed. "We're missing valuable information!"


"I dunno much 'bout this Mandyville feller'," the slack-jawed human drawled, coarse-looking blue pants with straps gripping his shoulders while lazily eying the ponies from the porch of his rickety shack.

“Where’d this guy come from all the sudden?” Rainbow said.

"But I buy his buckshot,” the human said, “an' I done killed more a' them damn possums than I ever did wivout 'em!"


"K-k-killed? Possums?" Fluttershy whimpered, her lower eyelids suddenly thick with tears. "Why would anypony hurt possums? Sure, they're a bit rowdier than other animals, but that doesn't make it okay t- to...”

He looks pretty sunburned,” Twilight noted. “No doubt they’d be particularly sensitive without a natural coat of their own.


"I was recommended Mandeville Arms' SHADE drones for dangerous air-support operations," the next human on screen said. 

This time it was a rough-looking older male with thick eyebrows and yet another suit. He stood in front of a vast, flat, grey road with numerous lines painted on it. The background was dominated by huge hollow steel structures containing a number of large, sleek objects on tiny wheels with narrow pointed noses.’ Dark square shafts were built into the body below their two bladelike... well, Twilight couldn't really describe them properly. She smirked as the word "wingspan" entered her mind


Twilight paused, and scrutinized the objects in a different light. They looked a lot more like gigantic metal birds. And if that were true, then it only made sense that they were designed to... Twilight stopped herself, shaking her head. "Of course not, silly idea," Twilight muttered to herself as the human plowed on, heedless to their attentions, or lack thereof.


"—that not only did they complete their tasks with the utmost efficiency,” the human plowed on, “but they safely returned to base! I'll be honest: I wouldn't have believed anything could survive such suicidal conditions before that day. All a credit to Mandeville Arms."


The image changed to a strange armored machine, rolling along a hillside using a series of gears moving a huge, segmented belt of some kind. The top of it pivoted from side to side, pointing its comically large pipe in different directions. Suddenly, the whole thing shook with an incredible noise as a flash of fire erupted from the mouth of the pipe. Twilight recognized this as a bigger, tougher and meaner looking version of the "tanks" made years ago for the Equestrian military: A war machine designed by a neighboring nation for use against non-magical targets. They were of limited production and mainly just for show, but they were still rather famous for their unique shape, intense durability, and their ability to travel the roughest, most impossible terrain. Rainbow Dash even named her pet tortoise after them.


Soon after there was a screeching noise in the distance, and the tank vanished in a fiery blast, the room beyond the screen painted deep orange from the light. The ponies shrieked in surprise as flaming metal fragments soared in all directions, while the camera panned skyward to see what had caused it—


"No way!" cried Twilight, as she realized the things from before were in fact, flying machines.

Twilight stared as the thing hovered in place. Confusing in itself, given its great wings were doing nothing to help it stay airborne.


"What's wrong?" Rainbow asked her.


"What's wrong? That thing is flying!"


"So?” Pinkie Pie said. “My Pinkie-copter does the same thing."


"But that's all pony-powered, and it's small, and it’s light. How does that big metal... thing even get off the ground?"

But the situation only confounded her further as something within the machine revved up and spurted a jet of flame out two pipes behind it. It sped forward, ceasing to hover and switching to full forward flight. Cutting through the air in an impressive sounding roar, it made all speed for the horizon.


"I don't care how it does it,” Dash cried, “that thing is awesome! Did you see how it just shredded that tank?"

CAIRO's narration cut-in again. "Our governments. Our businesses. Our homes. Mandeville Arms can and —will protect them all. Now, and always."


The music began to wind down as the image showed a little red human stick-figure frolicking to and fro, while a black targeting reticule tracked it. The figure seemed to notice the reticule and threw its little ball hands into the air in surrender. The image froze and turned upside down, revealing itself as the "M" in the Mandeville Arms logo. The other letters appeared in sequence next to it as it shrank to the appropriate size.

The lights returned to full strength as CAIRO addressed them, now sounding far less theatrical.


"Touring will begin momentarily. Be advised that this module will be moving through the facility. Due to recent geological complications beyond our control, certain sections of the tour are unavailable due to repairs, and others have been recently repurposed. Due to the potential obstacles, this module will likely take routes with significantly small clearances, and therefore, we ask that you please keep your arms, head and legs within the module at all times."


"Wait," Rarity said. "Did you say this room is going to be mov—"


The room gave a sudden lurch that forced them all to reacquire their balance.


"That answer yer' question?" said Applejack, surprised as any of them.


They heard a steady ‘clickety-clack’ above and below them, and vibrations in the floor told them they were indeed moving deeper into this Mandeville mystery.


"Thank you for your cooperation," CAIRO said, warmly. "The first phase of this tour will be in demonstration of the Mandeville Arms 'Dynamic Tiling System', or 'DTS' for short. In its humble beginnings, Adrian Mandeville and I both decided the options for research and development were too constrained under a static environment. Fabrication of structures built for specific purposes was costly, and as methods of manufacture and spatial needs constantly evolved, it was decided that a better solution would be for the facility to be one-hundred-percent dynamic. Thus, the installation was designed around a three-dimensional gridwork of steel girders with built-in tracks, with which to support modules of any conceivable size, comprised of multi-purpose interlocking tiles on fully-poseable hydraulic arms."


"Sounds familiar," Rainbow growled, gazing up at the same ceiling tiles that had spat them into this chamber of humans and headaches.


"Later however,” CAIRO continued, “the steel girders were replaced with smaller ones which could interlock end-to-end. This made routine maintenance and accidental damage easier to manage, as well as making the facility itself more tolerant to listing in the event of earthquakes, tsunamis, or hurricanes, given our island placement."


"That's starting to bug me," said Twilight, shaking her head. "In that presentation —and just now— it showed this place on an island. The Everfree Forest is not an island, and I've never read anything about tall, hairless chimpanzees with this kind of technology."


"What're ya' thinkin'?" Applejack asked.


Twilight raised an eyebrow. "What makes you think I know? It's like this place just dropped out of the sky!"


"Thank you for your patience," CAIRO said. "In a moment we'll lift the mid-section tiles, allowing you to see the facility in full. In safeguarding trade-secrets and preventing the possible mapping of this facility by those in the business of industrial espionage, we've purposely kept them closed and brought this module away from view of its point of entry. In the event of an emergency however, this module will stop and await the docking of another module. Failing that, the DTS will provide a temporary catwalk, and lead your party to the closest exit."


"Well I don't see what good modeling our outfits will do us in an emergency situation," Rarity commented.


"Different kind of catwalk," Dash whispered.


Immediately after, the middle tiles of every wall —save for the corners— sank in and tilted upward to line up with the ceiling like an awning, and the ponies within could now see what had only before been described to them.


"Holy macaroni!" Pinkie cried. "That's big!"


"What in the name a' Celestia!" Applejack whispered, eyes wide.


Outside of the mobile room was a cavernous space. The ceiling was over a hundred feet above them, all comprised of tiles, but the very bottom couldn't be seen at all. A grid of segmented girders obscured their vision, like the skeletons of buildings seen under construction in cities like Manehattan. The vertical beams were thicker than tree trunks, connected and stabilized by smaller horizontal ones. The largest were spaced a hundred feet apart, but still smaller girders rolled between on tracks set into the larger ones. Equipment and tiles transported to and fro along the grid in a hypnotizing show of efficiency. The complexity was such that Twilight forced herself to stop analyzing it.


Twilight eyes and mouth gaped. "It must've been an abandoned Ursa cave. I can't imagine any other way for there to be this much open space in a mountain."


"I hope it was abandoned!" Fluttershy said. "Ursa's have such a hard time finding homes to begin with."


"I'd like to see the builders of this place force an Ursa Major from its cave," Rarity giggled .


"Ha! I'd pay good bits to see that show," Rainbow added, cementing in their minds the amusing image of a scrawny human pushing uselessly on the foot of a great translucent blue bear, as though extricating an old couch.


Their room was supported by four of the smaller kind of girders; two on top, two on bottom. Every time they reached the end of one set, another set would arrive to carry them further on, horizontal, vertical, at times both at once. It was all one massive chamber bathed in floodlights at every juncture. An illusion of division came from some of the larger structures, many of which dwarfed the town hall in Ponyville. Some were comprised of tiles, the hydraulic arms standing naked before their eyes, holding them in their proper places. Other structures were more complex, suspended by the gridwork of girders, but wore no tiles. Most of these fed pipes of various sizes that led into the nearest vertical support, taking the least obstructive path possible, naturally to prevent collisions and economize space. Something that, given the size of the place, seemed laughable.


Eventually, they came upon beams that were bent out of shape or outright torn apart. Some structures were broken, tiles hanging off, resembling weathered Ponyville roofing tiles. One of the exposed structures was lopsided, pipes busted and dripping some unidentifiable fluid into the abyss below.


"Wh-what happened here?" Fluttershy asked, cowering behind Applejack from the immensity of the alien space.


"That might have something to do with it." Rainbow pointed, noticing a lone alien in this world of mechanical order: a pillar of rock broken at the top. Its loose-end lying smashed into the side of one of the tiled structures, having left dusty, white streaks in the dark metal.


"Hey! Land-ahoy!" Pinkie declared, pointing even further ahead. Indeed, they could see a great dune of broken rocks, dirt and dust below. It might have been the bottom, except it had clearly buried other structures. This area buzzed with yellow and black machines on oversized rubber wheels, shunting and lifting the obtrusive rocks —in buckets at the end of long, metallic arms— like so many massive worker ants. Even tiles on mobile girders moved in force to shove the offending refuse into the lower levels like big metallic brooms.


CAIRO’s voice filled the room once more. "Below, you will see excavation drones busily clearing fallen debris from a recent recently damaged sector of the facility. We at Mandeville Arms would like to remind you that the odds of such an incident occurring twice are considerably slimmer than they were the first time."


"Oh, that inspires confidence," Twilight muttered.


"We thank you for your patience during this brief detour. The proper touring course starts up ahead. If I could divert your attention to the left."


Three of the tile-awnings, front, right and back, slid back into place, drawing their eyes leftward as the room negotiated a narrow path into one of the nearer structures.


"Here we have one of our many firing ranges,” CAIRO said, “where we test all Mandeville Arms brand firearms and ammunition."


The room they had entered was the size of a gymnasium. Every surface was made up of grey and white tiles, bare and empty aside from the far end where bull's-eyes on tall pads were placed at varying distances.


" 'Fire-arms'? 'Ammunition'?” Dash ruffled her wings restlessly. “Would you just speak Equish already?"


"Question relevant,” was CAIRO’s response. “The term 'firearm' describes any weaponry that uses the deflagration of a combustive material like gunpowder to launch a projectile, usually metallic, at high speeds into a desired target. The more casual term, 'gun' applies to most handheld weaponry, while larger mounted firearms are often called 'cannons'."


"Oh, I get it!" Twilight cried . "We know what a cannon is. But you've gone and made really small ones?"


 "Correction," CAIRO began. "Not smaller. Simply more efficient. All calibers have prospective uses in combat situations. For example, other subsets of handheld firearms include pistols, shotguns, rifles and machine guns, with specific calibers and varieties of projectile. The projectiles loaded into a firearm are known as 'ammunition', or 'ammo'. Observe."


A tile in the floor of the room outside sank out of sight, replaced by one of those all too familiar swiveling pipes. This one, however, had several pipes of different sizes, which whirled slowly around with a deep humming sound. It pointed sideways to provide them with a better view. A chamber in the mechanism behind the pipes opened to reveal a number of silvery spikes mounted into some kind of belt, smoothed and curved in a very sleek and precise form.


"This form of ammunition is commonly known as a 'bullet'. Gunpowder in the flat-base of the bullet is triggered by firearms, which sends the projectile on its way down and out of the barrel. The aerodynamic design allows for fast and accurate flight, compounded further by rifling in the barrel, which provides the bullet with a spin, preserving a stable flight path."


The cannon swung to face the targets. It chose a "barrel" to fire from, and as the end flashed and the nearest target bore a new pockmark in the very center, Twilight ears and chest were filled with that deafening sound, like before. The ears of all six ponies reflexively recoiled at the piercing noise. From a side compartment, they barely noticed the small brass cylinder fly out and clatter softly onto the floor, almost in mockery of the ear-splitting sound that preceded it.


"Wowie, that made my ears go all owie!" Pinkie groaned, massaging her ears.


"Jeez, I wouldn't want to be on the wrong end of that," Dash muttered. "You see that hole it made? I didn't even see anything come out."


"Of course, Mandeville Arms produces all manner of ammo types, including rubber bullets, tranquilizing darts, full metal jacket, hollow point, buckshot, solid slug, flechette, bola, tracer, incendiary and explosive. From stun to kill, we fit the bill."


The room began moving again, and the testing range slid out of sight. Promptly, it slowed to a stop again, in front of a much smaller room, containing-


There was a collective gasp as they saw it. Standing on three hooves, a head taller than a pony. Blank, masked mannequin face pointed ahead, still as a statue.


Twilight too found herself immobile, heartbeat pounding in her ears as her breath went ragged.


"One of those puppets, like from the Library!" Rarity breathed.


"Early on, Mandeville Arms' goal toward self-sustaining automation naturally branched to the need for combat drones. While weapons were useful, the need for a human operator undercut their potential for overall effectiveness. In short, human error could decide a battle regardless of technical superiority. This, combined with the risk of human life, prompted the creation of the first, and best, robotic soldier."


On cue, the puppet gave a spasm of movement and adjusted its three legs closer to its center. It’s fingers curled and spine rolled, giving the impression that it was waking from a long sleep.


"Meet CID: the Central Infantry Drone. CID can quickly navigate even the harshest terrain with its tripedal motion system, based in part off the revolutionary technologies of Boston Dynamics. This robotic supersoldier is fitted by default with a 32 caliber rifle for pinpoint accuracy and devastating stopping power."


Immediately, the CID began to convulse and turned up to face the ponies.


"Uh oh!" CAIRO warned theatrically. "I think this unit is going rogue! Deploying bullet-proof panels."


A few whirring sounds filled their ears as sheets of thick glass rose up in front of them. No sooner had this been done than the girls gasped one at a time. The CID had rapidly whipped its gun in their direction, splattering the glass in front of each of their faces with something red and pasty. It had only taken less than a few seconds.


"Just kidding folks!" CAIRO mechanically chuckled. "Only paintballs in this unit. CID have very limited AI and can only be controlled remotely. Each unit acts under a hive mind. In this case, they are in fact controlled by me. Each CID is equipped with an array of visual, motion and infrared sensors. These sensors are limited in resolution, but a platoon of these drones can collectively map-out a topological battlefield to make strategy and mobility more effective. The CID can then share other forms of battlefield intelligence —such as enemy placement— and act as a whole with only one drone having seen the target in question."


Twilight had been stunned and immobilized at the sight of the CID, up until she was shaken awake by the paint splatter. She had scarcely heard a word CAIRO said. But now, woken from her reverie, she was filled with something that felt foreign to her.


She hated it.


Yes, she'd seen the one at the Library. But it had been lifeless, just a broken tool. This thing was alive and, as far as Twilight was concerned, it was guilty. It had been easy to blame herself before, when her foe had been unknown and elusive. The cause of her pain, the murderer of her friend, it began and ended with this... thing. And it was waving at them, wrist jerking jovially left and right.


Even Twilight was surprised to see the CID's head erupt into flame as her cutting beam melted through the glass. It hadn't lasted long, but the power of the beam had clearly been enough to erase the featureless face and much of the machinery behind it. Instead of crumpling, it remained comically locked in its waving position, as though taken instantly by rigor mortis.


CAIRO’s jovial tone had quite vanished. “Anomaly detected in tour-module. Analyzing...”

After a moment, CAIRO spoke up again, the warmth in his voice returned. “We apologize for a brief recess from the tour; a conflict was detected in 'tour_route_A', 'exhibit_2'. Error type: entity 'cid_demo' does not exist. Troubleshooting the problem may take a few minutes."


"Twilight!" Applejack cried. "What the living hay was that about?"


"That," Twilight huffed, only now aware that she was short of breath, both from the potency of the spell and from the strength of her own anger, "was for Spike."


"For Spike, or for you?" Applejack probed. "Listen, I understand. I'd like nothin' better than to buck that thing to bits, but we're deep in this place, we don't know the way out, n' so far the only thing tryin' to attack us did it with balls of paint and a neighborly wave. Not keen to change that too soon, y'know?"


At that moment, the awning tiles retracted, blocking their view of the outside, the ominous action accentuated by the lights clicking off, submerging them in total darkness.


"Aw, consarn it!" Applejack moaned.


"Oh, this'll be good," Rainbow Dash said.


Rarity shrieked. "Ah! Somepony touched me!"


"It's just Pinkie! Ooh, we could play 'Mareco Pollo' real easy like this!

“Mareco!" she called.


"Pinkie, now's not the time, this is serio— Oof!" Twilight wheezed as she was tackled by Pinkie, who giggled.


"Silly, you're just supposed to say 'Pollo'! But I guess a 'Pinkie's' as good as a 'Pollo' to a blind pony!"


"Analysis complete,” CAIRO said at last. “ 'Force-Five' disturbance confirmed. Type: electromagnetic. Visitors in Touring Module identified as two, Equus sapiens normalis. Two, Equus sapiens unicornus. Two, Equus sapiens pennatus. Please stand-by for immediate rerouting."


"Force Fi-? Equu-? Rerouti- What's going on already?!" Rainbow shouted.

The lights returned and the room began moving again, evidently in a different direction.


"No, CAIRO, I'm busy," a high, smooth, vaguely familiar voice said from the walls.


"What?" he asked of thin air. "Now? Well, it took long enough, I suppose. Let's have a look then."


With that, a ceiling tile in front of the screen retreated, before a little mechanical yellow eye snaked in, surveying them and illuminating the room like a searchlight. A moment later, the screen came to life again. This time it showed a tile-less room, like a bunker, but more lavish in design. But for that was a neglected mess. Boxes, bags and cartons littered several surfaces. Looking back at them, stubble on his chin, hair mussed and wearing a far more modest and wrinkled white shirt than the black suit they'd last seen him in, was—


"Adrian Mandeville!" Twilight cried.

The human's eyes similarly widened, before smirking and holding his arms behind his head. "Ah, my reputation precedes me.”


"Well, your tour...” Twilight searched for the right word, “thing preceded you, really, but—"


"Tour?" Mandeville cocked an eyebrow before frowning up at the ceiling. "CAIRO, I told you before: if anyone enters the module, forget the touring program and tell me."


"Incorrect," CAIRO replied. "What you said was—"


Mandeville's disembodied voice filled the room.


"You don't have to do the old touring program. Just tell me and I'll handle it."


"So wait," the real Mandeville said. "Are you saying you wanted to run the tour?"


There was a brief silence before CAIRO answered.


"We so rarely have guests."


"Oh boy," Mandeville sighed. "Since when did you grow a personality?"


He considered a moment.


"Rhetorical question, CAIRO."


"I wasn't going to say anything."


Rarity coughed. Mandeville's attention was drawn to her, amused and intrigued by the interruption. "Pardon me, sirs, but might I observe that it's hardly proper etiquette to ignore a guest? Particularly if those guests are ladies?"


"Ah!" Mandeville cried, hand clapping to his forehead. "Where are my manners! What, my dear, brings you to my humble, massive weapons facility in the middle of nowhere?"


"Well, there were certain, er- how did you put it, Twilight?" Rarity asked, losing steam. "Something about a tress?"


"Trespasses. Mister Mandeville, on behalf of Princess Celestia, co-ruler of Equestria, we are here to investigate trespasses made against the kingdom, we believe, by somepony involved in your organization."


"Oh?" he said, raising a blonde eyebrow. "Well, those are some pretty serious accusations, aren't they Miss...?"


"Spar—" Twilight said, but was kicked behind a foreleg by Applejack. "Er— Twinkle."

She could scarcely believe she’d nearly let slip her name. Possibly to the very being who burnt down a library and killed an innocent baby dragon to get to her.


Mandeville's eyes pierced through the screen at them with the subtlest rise of his other eyebrow to add to that million-bit smile. Not physically present in the room, the screen gave the illusion that he was looking at all of them at once. Like a portrait. It was enough to be unnerving.


"Well, Miss Twinkle,” Mandeville said, “have you got any proof that we had something to do with, er... whatever it is you're accusing us of? I do sorta' get the feeling, maybe, that you didn't even know we existed until a fair few minutes ago?"


His tone sounded distinctly non-threatening to Twilight, at least in this burst; like someone fudging their way through a poorly-researched science project. It was quite a shift from the calculating stare mere sentences ago.


"Come to think." Mandeville’s eyes drifted to the ceiling. "How'd you get here anyway? I think you've noticed we're underground. And I get the feeling folks don't typically come this way."


"A unicorn called Plumeria claimed to have taken the old Stalliongrad path with a friend of hers. She said there was some kind of landslide on the path, and they entered a cave unearthed by it. According to her, they passed some kind of test, and... well, she said a voice told her they were 'smart'."


"Intelligent," CAIRO corrected.


"Beg pardon?" Twilight asked.


"Given the nature of Mandeville Arms' business dealings, the possibility of infiltration and subsequent gravitational displacement, was too high to ignore the need for a contingency plan."


"Huh? Wait, what does any of that have to do with a test in a cave?" Rainbow asked, sighing as she massaged her temple with a hoof.


"The test was designed to evaluate whether any extraterrestrial beings who might find this facility were intelligent enough to be reasoned with, or provide aid. It required an exact sequence of correct completions to simple, purely mathematic patterns."


"You were looking for aliens?" Twilight asked. "Why did you expect to find aliens?"


"I'll take this one, CAIRO," Mandeville said. "We expected aliens, because we figured that was our only hope of rescue. Ever heard of wormholes?"


Hardly surprising the other five ponies, Twilight nodded.


"They're theoretical passages between two spaces, created by incredibly powerful gravity-wells that fold space-time onto itself. We've never see them occur, naturally or otherwise. Are you trying to tell me that you—?"


"Yes. I take it you've realized just how out-of-place all this is to your world, especially something like me?"


"B-but," she spluttered. "How did you end up in a massive gravity-well? Why didn't it tear your facility apart? That kind of gravity would tear planets apart!"


"Yes, until a fair number of years ago, it was apparently impossible. The energy required for such a thing was more than our race had ever produced. Then, we found the Higgs Boson."


Pinkie frowned. "Pig's what?"


"Higgs Boson," Mandeville repeated. "The particle that gives all matter mass. The particle itself was just another confirmed piece of a well-studied puzzle, but our understanding of the physical world improved by an order of magnitude. Our margin of error in physical calculations shrank as a result. Within a decade or so, we were able to punch holes in space-time, while stabilizing the gravity-well as to make interaction with wormholes relatively harmless."


"That's incredible!" Twilight gushed, nearly forgetting herself. "With that kind of technology, you could go anywhere in the Universe!"


"Yes, well. We're still getting a handle on that," Mandeville muttered bitterly. "Problem is, we know how to open them, but we don't know how to control where they open to.”

“And if it’s random,” Twilight puzzled, “it's not likely to be somewhere close, either; nor likely to be safe for something living.”

Mandeville nodded. “It became little more than a weapon. Banned everywhere of course, save for research purposes. Sucking people off the planet —probably into the icy vacuum of space, bathed in radiation— so far beyond the observable Universe you'd never even know the general direction of home. 'Cruel and unusual' doesn't quite describe it."


"So," Twilight said, "you got sucked through?"


"Me,” Mandeville sighed, “my facility. Apparently, someone really didn't like me, so they set one of those things off from the inside. We planned for something like that though."

CAIRO leapt into the conversation.


"Yes. In such an event, Adrian is immediately placed in a state of suspended animation, and the facility is put into a low-power standby-mode. Several of the extraterrestrial intelligence tests are placed in intervals along the outer walls of the facility, in hopes that while hurtling through space, an intelligent aliens species will discover it and be able to provide assistance. This process did not go quite as planned."


Mandeville scoffed. "Obviously. Thing is, we never got back any data from probes we sent into wormholes. Even tethered and retrieved, the curiosities that affect electromagnetism between openings prevented recording anything but static or blackness. It didn't help that they probably opened light-years away either, but it looks like we never knew where wormholes opened to at all."


"Where ya' reckon now?" Applejack asked, mystified, but keen to follow Twilight’s lead and keep Mandeville talking. One way or another, the more they knew, the better off they were.


Mandeville —who hadn't heard Applejack speak before— paused and stared a moment and smiled before answering. "Well, there have been several theories on the nature of how Universes form, but no evidence has been compelling either way. We always expected wormholes to take us to other points in the same Universe, but now it looks like we're actually punching holes into neighboring ones."


"So you're not just an alien," Rarity deduced. "You're from an entirely different dimension!"


"Dimensions are not the same as Universes," Twilight and Mandeville both blurted, simultaneously. Twilight couldn’t help appreciating what Mandeville knew. Be it common knowledge on his world or revelations he personally discovered, he held answers to a lot of questions.


"Well," Mandeville said. " 'Entirely' might be a bit much. And 'alien', only in a few senses. Based on the research I've done so far, I think it fair to say I'm still on planet Earth. And that we can narrow quantum theory down to the 'many worlds' interpretation and rule out Copenhagen. Not that it benefits anyone where I come from, being stuck here."


"Wait, this is Earth," Rainbow pointed out. "If you're from Earth, but not from here, then what are you even saying— Gah! All this makes my brain hurt!"


"This is, I believe, another Earth,” Mandeville explained. “An alternate Earth. From what I can theorize, Universes that neighbor each other are Universes that have branched off from various places. According to the infinite realm of possibility, a new Universe seems to split off for every event that goes a different way. If you flipped a coin and it turned heads, there's probably a 'tails' Universe floating around there somewhere. This, as far as I can tell, is Earth, but with a lot of fundamental differences. This explains why we landed inside a mountain on a planet, upright, and not in the center of a star.

“The biggest of these differences is the discovery of Force Five."


"Yes, what is 'Force Five?’ " Fluttershy asked, remembering CAIRO's reaction a while back.


"Well, in physics where I come from, there are four basic forces: The strong nuclear force, the weak nuclear force, the electromagnetic force and the gravitational force. When we first arrived, we quickly began to realize the presence of what you locals call ‘magic’. We're still barely understanding it. Very deep stuff. But while we always theorized the presence of a fifth force, we've got nothing like this."


"You don't have magic where you come from? Wow. How sad," Twilight said, feeling sorrier and sorrier for this alien. Who was not an alien.


"Yes, miserable I'm sure," Mandeville muttered, frowning.

Twilight's mind swam at all this information. To think, this was first formal contact with an alien species! They could learn so much from each other; the realm of possibility was endless! But something bothered her, in the back of her mind. She was forgetting somethi—


Twilight leered. "Hold on. This is fascinating, really. But we're forgetting the issue at hand. Plumeria came to Ponyville with a limp; she was terrified when she described whatever happened after passing the test. She came back alone, claiming her friend, an Earth pony named Peppermint, was taken. I don't suppose you know anything about this?"


"Oh, naturally." Mandeville hadn’t so much as flinched. "I'm afraid CAIRO was a bit... er... overzealous when I asked that he invite them in. Not his finest hour, I assure you. You see, we needed to ascertain the workings of this world very quickly, in case the worst should happen. The lay of the land, the ruling bodies, the laws, the dominant species and their degree of civilization. Dear Peppermint has been busy helping me with such things."


Applejack raised an eyebrow. "And the ponies that've gone missin' in the forest?"


"I've learned a lot about the Everfree Forest since I got here," Mandeville said. "Who's to say they didn't just lose their way, or run afoul of some creature?"


Applejack nodded. “That happens, now n' then. But not enough for Celestia herself to hear about a pattern a' disappearances. Somethin' new has to've come to this forest. It only started a few days ago, and from what you've said, you and your big fancy machine-fortress only got here a few days ago."


"That might sway a very lacking jury," Mandeville replied, his eyes narrowing as he glared at her. "Miss...?"


"Applejack," she simmered.


"Yes, well, Miss Jack—"


"Ain't two words like 'Twilight Sparkle', partner, it's just 'Applejack'."


Mandeville's face lit up, mouth pursed into a small, smiling "o" as he tilted his head back and watched her realize her mistake.


"Aw, shoot," Applejack moaned, ears flat against her head.


Mandeville’s reaction to her name didn’t go unnoticed by Twilight Sparkle. ”Does that name mean something to you, Mister Mandeville?” she said, leering at him.

“Not really, just another silly-sounding pony name.”

“Says the guy named ‘Adrian Mandeville’,” Rainbow Dash fired back, “Like that means anything.”

“Mind your tone, missy!” Mandeville snarled. “You’re in my house!”

“Please,” Rarity cried, “enough of this nonsense! Please Twilight dear, continue.”

Twilight took a quiet breath. "Last night, the Ponyville Library burned to the ground.

"The cause of the fire so far is unknown, but witnesses tell of two figures fleeing the scene and into the woods."


"I guess now you'll accuse me because my base happens to be within the borders of the forest.” Mandeville rolled his eyes. “Please."


"No,” Twilight said, “I'd accuse your organization because of the disabled 'CID,' found in the basement."


Twilight had struck gold this time. Mandeville only stared, that calculating look on his face again.


"And don't try telling me they acted on their own. I saw the tour, I know they can't do that. But it could have been another human giving them orders though. An eyewitness said that one of the perpetrators was flesh and bone. Maybe somepony else working for you?"


"Wha—" Mandeville sighed, a deep crease growing in his eyebrows. "Who could've— I mean, surely they wouldn't have shown themselves in the open?"


"They didn't. They were seen by a..." Twilight’s face softened. "A victim of the perpetrators.

“Somepony in the Library when it was broken into, who fought them off, but...” she stammered, “b-but died later, after giving his account."


"Bullshit," Mandeville barked, provoking frowns and tilted heads throughout the room.


"Bull what?" Fluttershy asked, shrinking away at the outburst.


"Bull. Shit,” he repeated. “As in, there's is no way that rabid, saurian nightmare lived through that, even for a little while. Nothing, survives that launcher!"


"Oh Celestia," Twilight breathed. She thought she was ready to confront the one responsible, but she could never have anticipated everything she was feeling now.

"It was you. You're the one who killed Spike."


"Spike?” Mandeville grumbled, “Was that the little bastard's name?"


"You killed Spike!" Twilight shouted, hate filling her heart again. "You killed him!"


Twilight charged the screen and bucked it with all her might.

One of the tiles of the screen cracked as Mandeville merely watched, creased eyebrows tempered by an amused smile below them. "It's called a monitor, kid. I'm not actually in the room with you. And you'll never find me in this place, either."


"Why?" Twilight screeched, tearing up as grief began to mix with rage. Her friends watched, staring at Mandeville with parted lips and flattened brows. "Why did you do it? He was my best friend, he was as much family as anypony!"


Rainbow Dash and Applejack were by Twilight's side in a moment, forelegs across her neck in a hug as they glared at the human on the screen.


"He was only a baby dragon, he never harmed anypony in his life!" Fluttershy sniffed, finding courage in her outrage. Suddenly, her watering eyes turned stern and huge.

"So much he'll never know,” Fluttershy cried, not blinking, “so much he'll never see, all because you took it from him!"


Mandeville frowned curiously at Fluttershy, barely hearing her words. "Why does it look like you're trying to kill me with your gaze? That's freaking me out."


Fluttershy's eyes softened and shrank. "Y-you mean, you don't feel sorry at all?"


"What?" Mandeville asked, pursing his lips as one eyebrow rose higher than the other. "Was that your 'Lariet of Guilt' or something?"


"I just," Twilight choked, "want to know why."


"I'm sorry the kid got in the way, sure,” Mandeville said, “but he had his chance. Got himself too involved. I hadn't intended to kill him, you know. I was actually just going to sedate and capture him, same as you, Miss Sparkle. But I'll be the first to admit we'd made our move with a certain lapse in intelligence."


"You'd better believe yeh' did!" Applejack shouted.


"Not that kind of intelligence, 'Calamity Inane',” Mandeville said. “The military sort. Information about the given situation. Thing is, we couldn't exactly have witnesses this early in the game."


"A game?” Rarity snapped, voice boiling in her high-class manner. “What kind of sick way is that of describing your actions, you tasteless, unkempt lout?!"


"Only bullies play games where somepony gets hurt!" Pinkie Pie shouted. "They're all the same; they tell you they want to play 'pin the tail on the pony', and the next thing you know, you've got two tails and a real pain in your rump!"


"Life is a game, and everyone is a player," Mandeville said. "I used to play a very reserved game, for my means. When the board changed, I found myself in ...a surprisingly advantageous situation. Originally I was going to play it safe, but... I've changed my mind since then."


There was scarcely a reaction to his words, aside from the constant glare.

“My friend is dead,” Twilight said, eyes closed and voice shaking. “And you don’t really care, do you?!”

Before Mandeville could say anything, Twilight shrieked at the top of her lungs.



With the last word, her eyes finally opened. Even Mandeville’s face went blank, eyelids retreating into his skull at the sight of the glowing orbs. Burning white, yet devoid of any measure of warmth.

Twilight's magical aura swelled to engulf everything they could see in seconds. Twilight grunted as the metal around them creaked ominously. She was trying to move something in the room, likely segments of the walls, given the noise. But they refused to budge. As her exertion of power reached its peak, the monitors fizzled before the watching eye above them crumpled in upon itself like a paper cup, sparking and ruined. The ominous creaks had the other five ponies keeping their distance from the walls, as though they might explode. For a moment it seemed nothing would happen, and then Mandeville's wide-eyed face was split by the growing crack in the glass screen, the same crack Twilight’s hooves had made earlier.


"What's going on down there?" Mandeville asked, blind to them because of the destroyed mechanical eye.

 The entire screen splintered into tiny shards, Mandeville’s image gone as the glass, the monitor and indeed most of the wall it occupied blasted into the depths of the facility beyond. An alarm sounded as the previously pure white wall-lights flashed red, and the room came to a stop.


"Structural integrity of touring module compromised," CAIRO said, "Deploying emergency catwalk."


"What?!" They heard Mandeville cry over the same speakers as a fleet of tiles suddenly made their way from all directions of this forest of gantry-like girders. They arranged themselves into a precarious, yet stable surface beyond the gaping hole in the wall. Other tiles lined up in sequence next to each other to form a pathway.


"This is our only chance ladies, let's skedaddle!" Applejack ordered, leaping out onto the tiles and galloping down the catwalk, Twilight right behind her and Fluttershy hesitantly following, eyeing the straight drop with apprehension and taking measured steps.


"Fluttershy, come on, you're a Pegasus!" Rainbow Dash begged her, taking wing and pushing Fluttershy forward.


"But it-it's... so high." Fluttershy breathed.


"You can fly! You're not gonna fall!" Dash said, before Fluttershy let out a shriek and Rainbow found herself falling flat on the tile.

Bathed in a violet aura, Fluttershy hovered before Twilight, whose horn glowed. "I've got her, now let's go!" Twilight shouted, "We've got to get moving before Mandeville—"


At that moment, the tiles supporting Twilight, Fluttershy and Applejack separated from the others, splitting the group in half as they sped away.


"Girls!" Pinkie cried, followed by a "What the—" from Rainbow Dash.


"We'll be okay, just get out of here!" Twilight shouted back. "It's me he's after!"


"But—! Ah, you heard her, guys." Rainbow linked her front-hooves with Rarity and Pinkie's.  "We're going for reinforcements!"


"Rainbow Dash, don't you dare!" Rarity growled as Rainbow spread her wings.


"Do you dare!" Pinkie encouraged as Rainbow leapt off into the void, before shouting "Arapaho!" over the dismayed shrieks of the distressed designer.


"Afraid no one is leaving today, Sparkle," Mandeville's voice issued from the tiles below the feet of the other three. "CAIRO's automated responses notwithstanding, I directly control this entire place. There's nowhere to run or hide."

Twilight glanced around at the structures of the facility. She just needed to see one good spot.

“Try and keep up then!” she yelled, before her horn glowed and the three ponies vanished in a flash of light.

“Wha—” Mandeville cried to empty space. “She can fucking teleport?!”

Twilight, Applejack and Fluttershy popped into existence on a structure Twilight had seen below them. Big, mostly flat and with plenty of places to hide.

“I don’t think I’m ever gonna get used to that tinglin’ in the tips of my hooves,” Applejack said, “But I’m always mighty glad when I remember you can do that.”

“Thank me later. I didn’t jump us far: we need to get out of sight, quick!”

They ran over the roof of one of the more bare structures, past all manner of vents and short sets of stairs far steeper in construction than a pony might be comfortable with.

“If ya’ don’t mind me askin’, why didn't’ ya’ just zap us right on outta’ this place?”

“You mean, like, back in the forest?” Twilight asked.

“Yeah! We already got ourselves a confession; I say we put this place to our flanks and get the Princess’ help!”

“It’s not that simple,” Twilight said, “I need to know two things to pull it off: where I’m going, and where I am. And right now, that second part is getting really fuzzy! That was why Cadance and I had to take the long way through those caverns.

“Besides,” she continued, “Something about that room wasn’t responding well to my magic. If I try to teleport outside and something is interfering, there have been some nasty accidents involving this branch of magic.”

Applejack flinched. “Fair enough.

“Hey, that looks pretty good!”

Twilight and Fluttershy whipped around to find what Applejack had pointed towards. It was a door leading into the building below them, an orange glow from below creeping out onto the rooftop.

“Are you sure?” Fluttershy asked, unconsciously taking a few steps backwards.

“It’s gotta be better than standing in the open,” Twilight said, putting a hoof around Fluttershy’s neck and directing her inside.

A smoky smell drifted up at them as they descended into the structure, the glow becoming brighter as they went. Past two turns down the steps, they found themselves on a catwalk, facing a grand space that radiated ordered chaos.

“Eep!” Fluttershy exclaimed, cowering behind Twilight.

“Boy howdy.” Applejack shook her head. “What’s going on here?”

Twilight began stepping along the catwalk in hopes of answering this herself. At their end, ceramic buckets of glowing white-yellow liquid ran along tracks in the ceiling, pouring into funnels atop large churning machines. A constant hiss and pounding emitted from the machines as pistons along the tops rose and fell. A tray at the end of these machines spat rectangles of red-hot metal onto a conveyor belt which ran past sets of mechanical arms, busy as bees. The arms ran back and forth on tracks, keeping pace with the belt while they locked onto the hot metal. Beams of red light shot from the arms, cutting distinct shapes out of the metal before retreating to perform their task on the next block.

“It’s a factory,” Twilight said, not taking her eyes from the process. “But it’s entirely automated!”

Applejack blinked. “Auto-what?”

“It’s just machines... making other machines! I’m not even sure anypony but Mandeville works here anymore.”

“Well, they must’ve before,” Applejack said, “Elsewise I don’t know why they’d bother with stairs n’ a walkway.”

Beyond the cutting arms, Twilight saw the final stage of this room: the belt fed into a press, which stamped onto the metal, steam hissing from the edges. The press lifted, revealing a shaped metal stencil that now longer glowed with heat. In the stencil Twilight recognized a cold, featureless face. Not yet painted white, and lacking its black visor, it stared without seeing.

Twilight’s eyes narrowed. “This is where they make those ‘CID’ things.”

“Well, then maybe there’s a way to shut this place down!”

Applejack ran along the catwalk towards a door leading to some kind of office. Twilight followed, herself, tailed reluctantly by Fluttershy. Fluttershy’s gait was awkward, torn between running straight to the safety of her friends and creeping sideways from the hellish sights and sounds of the production line.

It was, indeed, an office, though designed rather larger than would be necessary for most ponies. There were two desks and one huge control panel with a large monitor bearing the Mandeville Arms logo. Before the desks were a couple seats on wheels.

“How do they sit like this?” Applejack grumbled, trying one of the seats out, her behind nearly sliding off while her front hooves pushed against the armrests. She eventually gave up, hopping off and kicking the offending furniture with a single bucking leg, sending it rolling and crashing into the far wall.

“Unnatural’s what it is.”

Twilight opened a number of filing cabinets and rifled through the contents, skimming for anything useful.

“Productivity timelines,” Twilight read. “Daily quota, feedstock maintenance. Wow, they even use the same names for their days of the week! Odd years though. Twenty-twenty-four, C.E. That’s over two-thousand years on record! I wonder what ‘C.E.’ stands for.”

“ ‘C.E.’,” CAIRO’s voice spoke from the control panel, “An acronym for ‘Common Era’.”

Twilight shrieked and threw the files haphazardly towards the voice.

“Please CAIRO,” Fluttershy asked, “be a nice machine and leave us alone!”

“Are you referring to me?” the voice asked.

Applejack glared at the monitors. “Who else would she be ‘referrin’ to?”

“My name is not CAIRO,” the voice said, “CAIRO is the master system of the Mandeville Arms facility. This terminal was overseen by the Light Arms and Robotics Server Three, or ‘LARS 3’.”

“So you’re not CAIRO?” Twilight asked “And what do you mean ‘was overseen’. It isn’t still?”

“No.This unit was disconnected from the rest of the system when human operators were dismissed two years, five months, three days, nine hours and thirty-seven minutes ago. This terminal’s purpose was to allow human operators to access and interact with the CAIRO master system. When such interaction was no longer necessary, this unit was retired.”

“So,” Applejack said, “You can’t talk to CAIRO at all?”

“Correct. This unit’s functions are severely limited. I am, however, ready to comply with any instructions delegated by a human operator.”

“Do we look like humans to you?” Fluttershy asked.

“This unit lacks the capacity to visualize its human operators,” LARS 3 replied, “however, detected operators appear to understand the English language and perform intelligent inquiry. The requirements of a human operator have been met.”

Twilight grinned mischievously at Applejack, who also grinned and nodded before asking the machine. “So, what sorts a’ things can ya’ do for us CAI— Uh. I mean, LARS? Can ya’ shut down this here factory?”

“Unable to comply,” LARS 3 said. “Factory production is currently under full control of the CAIRO master system. And if it were otherwise, I would require an authorization code.”

“Shoot,” Twilight exclaimed. “Was worth a try. Well, what can you do?”

“This unit is still connected to the CID battlefield recording archives. It is possible to access footage from recent CID activity.”

“Okay,” said Applejack, “How ‘bout the most recent one?”

"Processing Request. Playback: ID CID_0001426, commencing."

The Mandeville Arms logo faded to black, before they saw the Ponyville Library, intact and untouched beneath the clear night sky. Odd motor-like sounds filled the background alongside the chirping crickets as the image bobbed, closer and closer to the Library door.

“Oh no,” Applejack said, as she saw what this footage was from.

"Double-checking, CAIRO," Mandeville's voice entered from the speakers, prompting the CID to glance right.

Mandeville walked beside them, under a hooded jacket wearing black pants. Another CID walked to his right. Something big and ungainly hung and jangled from Mandeville's right leg, but it was impossible to make out. "The CID do nothing until I say so. Non-hostile, and if there is an attack, non-lethal. The tranq rounds will do fine."

"Confirmed," CAIRO said, speaking through one of the CID.

"Hold it," Mandeville ordered as they approached the door, holding up his hand in a stopping gesture. "Hear that?"

At that moment, while the ponies struggled to hear what he did, they found their attempts rendered quite unnecessary. Suddenly every noise was louder. An odd buzzing, humming and a sound much like crashing ocean waves was present as they hadn't noticed before. Every rustle was loud and distorted, but amid that they heard the mumbling noise of someone talking.
Holding what was evidently a one-sided conversation.

As they drew closer, the voice became more distinct.

"Oh my gosh!" Twilight whimpered, eyes burning again as she whispered. "It's Spike!"

Twilight had never expected she'd hear his voice again. They'd never put anything on a record with their voices on them, so she had only memory. But Mandeville had.

Guilt filled her again as she realized that Mandeville, Spike's murderer, had more lasting records of his voice than she did. She, sister, mother and best friend, only had a number of photographs,
likely destroyed in the fire. Her parents might still have a few from their old lives in Canterlot, but she didn't know for certain.

The volume of the audio decreased to normal levels as CAIRO reported what he'd heard. "Patterns suggest a voice. Young male, or older female. Only one voice detected, yet speech intonations indicate a conversation."

"Weird," Mandeville puzzled. "Pretty sure they don't have phones. Check for anyone else once we're in."

With that, they approached the door. Before Mandeville could knock however, Spike's voice became stronger and clearer, before pinkish light spilled upon them as the door opened.

"Uh. H-hello?" Spike said to the figures shrouded in darkness outside.

Mandeville paused, considering the small, scaly purple lizard before him. "Is this the home of the unicorn, Twilight Sparkle?" he asked.

"Yeah, but. Uh," Spike's catlike green eyes shifted between Mandeville and the two machine figures surrounding him.

"Dude, just what are you guys?" Spike asked.

"That's none of your concern," Mandeville said. "Is Miss Sparkle in? I'd like to speak with her."

"Well, sorry, no. She's studying in Canterlot. I was going to go see her myself actually, if you guys wanna' come with— Hey!"

Spike had been walking past them to the street when the two CID blocked his path and marched towards the inside.

"I gotta tell ya', kid," Mandeville sighed as he stepped inside, ducking his head beneath the doorframe. He glanced around. "I don't like being lied to."

"What's your problem?” Spike shouted as he was corralled in by the mechanical soldiers. Mandeville took this opportunity to close the door. “I'm not lying! I don't even know you guys!"

"We heard you talking in here," Mandeville said, not letting his smooth voice venture into anger. “Must've been talking to somebody."

" ‘Some-buddy’ ? Boy you guys are weird," Spike said, not the least bit visibly scared. "I was talking to Owlowiscious."

"And 'Owlowiscious' is—" Spike pointed up at the horse bust on which the owl was perched, offering a "Hoo!" in acknowledgement.

Mandeville stared at the bird as his eyelids sank to half-mast. "Yeah, sure, that's cute. He doesn't much sound in the mood for talking though."

"Oh, come on!" Spike growled. "I know he can't talk! I was bouncing feelings off him, talking to myself."

"Man, she wasn't kidding when she said 'Library'." Mandeville picked a book off a shelf at random. "Thirty-Nine Steps to Mastery: The Young Unicorn's Guide to Spellcasting. Ooh, this could be useful."

"The Library's closed, put it back," Spike growled, a vein in his scaly temple throbbing dangerously.

Mandeville only smiled. "Seriously kid, where's Sparkle? And what made her think she needed to hide?"

"I told you, she's in Canterlot!" Spike yelled. "I was going to take you with me; what the hay's so important you think I wouldn't tell you?! Unless."

Spike's eyes squinted as he backed-up. "You think she'd be hiding because she should hide from you. Because. Maybe you don't want to see her, maybe you want to do something to her!"

Mandeville sighed. "Enough's enough. Tranq him."

The CID providing the image on the monitor lifted its barrel into view, pointing it in Spike's direction and giving a single shuddering “thunk” as Twilight shrieked.

"Hey!" Spike shouted, as a smoothed syringe embedded partially in his side. The needle bent out of shape on impact.

"With that dosage he'll be out shortly,” Mandeville said. “Grab some books that look useful and be ready to take our friend back with us."

Mandeville motioned for their CID to come with him into the basement, leaving the other one to examine and collect books while Spike watched, wholly ignored.

"Let's make sure she's not hiding down here. He seems to believe she's in Canterlot, but I want to be certain before I give up on this. We've risked too much to come this deep without something. The books are a good start, but—"

Mandeville paused at the bottom of the stairs, noticing the odd measuring machines. Twilight recognized them as machines she'd once used to try measuring and explaining Pinkie Pie's special 'Pinke-Sense'. It checked for brain activity, but was also tuned to pick up the presence of

"Hello,” Mandeville crooned, “what's this?"

"Visualizing," CAIRO responded, the CID staring intently at the machinery. "Simulating."

After a moment or two, the CID looked to Mandeville. "Devices resemble a polygraph test machine, though emphasizes neural activity in a far greater capacity."

"Worth checking out?" Mandeville asked.

"Investigation is advised.”

"Alright then.” Mandeville grabbed the chintzy cranial dome as the CID picked up one of the other two machines in its single right arm. "Bring the other one down here for the last piece."

Without any further prompting, the other CID made its way down as theirs passed it hauling the machinery upstairs to the front door.

On the return trip, the CID hurried as they heard Spike's voice in the basement. "Come on, that little needle wasn't getting through a dragon's skin! Who do you think you're dealing with?"

Twilight felt a jolt in her stomach that rolled up her spine like fire. Spike was on the stairs, looking down at Mandeville and the other CID.

"Oh Spike, no!" Twilight whispered, urging the image pointlessly. "Run! Please Spike, just run!"

"There's no time for this,” Mandeville growled. “Out of the way, Dino, while I'm in a decent mood."

"No!" Spike shouted, standing as firm and valiantly as he knew how. "I'm not letting you and your big thugs hurt Twilight, or anypony!"

Mandeville crossed his arms. "That a fact?"

"Well, yeah! That's how it is!" Spike answered somewhat lamely.

"Fine," Mandeville growled. "Live-ammo, hollow-points, fire."

The other CID aimed and fired at Spike, who was almost knocked off-balance.

"OW!" Spike howled. "Knock that OFF!"

Mandeville's eyebrows vanished into his straw-colored hair as Spike brushed the remains of the bullet off his chest.

"The fuck?!" Mandeville wheezed. "Full auto, drop him goddamnit!"

The CID responded with a hail of loud gunfire, but Spike had been ready. With a war cry, his slight form leapt at Mandeville, who ducked.

"Run!" Mandeville made his way to the living room. Their CID positioned itself near the front door as Mandeville and the other CID reached near the top.

With catlike agility, Spike reached the top and leapt between them all. The CID both fired at Spike in an endless cacophony, but he barely reacted upon being struck. These pellets of metal were nothing to the armor of his kind.

Spike rounded on Mandeville, who desperately hurled a book at him. The book vanished in mid-air as green flames engulfed it. Scrambling to put something between himself and the young dragon with fire in his eyes, Mandeville overturned a table and used it as a shield. This time, Mandeville felt heat all around as Spike spouted enough flame from his gullet to reach around the table, which soon after vanished as well.

"Do something!" he shouted, between rapid, gasping breaths. The other CID got between Spike and Mandeville, still firing endlessly. It soon became evident why the other CID was the other CID.

Spike leapt and grabbed the CID's left limb, the one holding the gun. With teeth hard enough to chew diamonds, he bit the arm almost clean off before breathing more green flame to finish the job, the noisy weapon vanishing in midair.

The CID stood foolishly, its combat effectiveness vanishing as suddenly as everything else caught in Spike's flames. Mandeville used this opportunity to break for the door. Spike followed as the disabled CID followed behind, now brandishing its right hand pathetically in a fist.

As it crossed between Spike and the basement door, Spike leapt once more onto the CID, hitting its chest tail-first, like a spear. The armored tail busted right through, and as Spike shoved off, it lifelessly clattered down the stairs, the hole in its chest crackling with electricity.

"Whoa, Nelly!" Applejack shouted. “I never knew the kid had it in him. He’s a bona fide dragon if I ever did see one!”

"Grab the lightest device and let's go!" Mandeville told the remaining CID, as Spike rounded on them.

The CID grabbed one of the sturdy machines just before Spike leapt at it. But this time, the
CID was ready. Picking the device up, it shoved the broad end at the midair dragon, who took the blunt force as well as one might expect. Spike flew backwards into a bookcase, falling to the ground, where he groaned, slowly trying to get back up.

"Better stay there, you little shit!" Mandeville shouted, as he opened the door and both made their way outside.

"I," Spike groaned, shaking his head as he got to his feet. "I'm not letting you hurt Twilight!"

"No no, Spike," Twilight moaned. With every other piece of their puzzle in place, Twilight knew only one more thing had to happen to complete the picture.

"Stop it!" she pleaded, trying not to watch the monitor. "I don't want to see this."

Mandeville un-holstered the large, ungainly thing he carried on his right side. It was a gun, but with long barrels two inches in width. There must have been around seven barrels, none of which seemed to rotate as the cannon had before. Mandeville held it in two hands as he pointed it slightly above Spike's head.

"I wouldn't worry about Sparkle right now, if I was you."

"LARS, turn that doggone thing off!" Applejack shouted. "Look at her, it's breaking her heart all over again!"

“Playback controls are on the right side of the terminal,” LARS 3 replied.

“Controls?” Applejack said, trotting to the panel and perusing what must have been hundreds of buttons. Some like a typical typewriter, others a slew of symbols and abbreviated terms she could make nothing of. “I’m not gonna figure this out in time, just shut it off!”

"Nothing personal kid, but no witnesses," Mandeville said, as he pulled the trigger.

Instead of something instant and small, a flurry of nearly two-dozen little grey canisters flew out and hit the back of the room where Spike stood. Spike watched, frowning as they clattered onto the floor, rolling around him. Mandeville chuckled at Spike's confusion, before the entire Library inside erupted in a flash. The glass on all the windows shattered outward as the explosion engulfed the interior. They could barely hear a surprised and anguished scream amid the sound of the blast.

Fluttershy screamed in surprise while Applejack turned, wincing as she bowed her head. Twilight's head sank near to the floor, her eyes shut tight.

"Not for me," she pled in a whisper. "Oh please, Celestia, not for me."

Mandeville reholstered his weapon, sighing. "Was that it?"

"Pressure-waves alone would be lethal,” CAIRO said, as though this was just another question. “If he's not dead now, concussive damage will ensure he is soon."

"Good. Let's get back to the transport. This is going to make waves, and I don't want to be here while that particular wind blows."

The screen went black and silent again. Crushingly, unbearably silent.

Twilight sat like a statue, hanging her head. Applejack watched her, waiting for someone to breach this aural "no-man's land." And like a striking cobra, Twilight finally did.

"THAT MONSTER!" she screamed, eyes pressed closed. "THAT MURDERING MONSTER!"

Applejack retreated out the door as Twilight’s horn lit up violently magenta. Fluttershy ducked beneath a desk, covering her head with her hooves as Twilight kicked and hurled everything she could see or reach. If it had been for anything less than helplessly watching the death of her oldest friend, Applejack might have called it a tantrum. As it was, she didn’t blame Twilight for a single mug she smashed, or window she broke. Not even for putting poor LARS 3’s terminal out of its obsolete misery, the stainless steel frame buckling as her magic crushed it against the wall like an aluminum can.

She might have blamed her for snapping poor, unsuspecting Fluttershy in half like a twig. But after seeing what she’d snagged from under the desk with her magic, Twilight stared into Fluttershy’s quivering eyes and unconsciously lowered her down. Not a moment after, Twilight pulled Fluttershy towards her with magic and wrapped the Pegasus into a firm hug, sobbing openly into her shoulder.

“He could’ve run,” Twilight moaned. “Why? Why didn’t he... j-just run!”

“It mighta’ occured to him,” Applejack said, making her way over and joining the hug. “But I don’t reckon he was thinkin’ with his head, sugarcube.”

“He died,” Twilight choked, “t-t-trying to protect me! After everything that happened. He was gonna come to Canterlot! He was halfway out the door, he almost missed Mandeville entirely!”

“You can’t change the past Twilight,” Fluttershy said, soft as a breeze, “but we can do something now. We can stop him from hurting anypony else!”

Twilight dug further into Fluttershy’s shoulder, but she was visibly calming.

“Spike wouldn’t’ve wanted you to be like this over him Twi’. All blamin’ yourself, when the real reason he’s gone probably ain't too far off.

“Now c’mon,” Applejack asked as kindly as possible, “we need to get movin’ again. This whole place has been one big dead—”

She paused as a loud, threatening ‘click’ sounded by the doorway. “End,” she finished, finding a free-roaming CID standing just outside the office. A tall, dark figure against a fiery orange glow, its gun pointed at them.

“Stay where you are, and you will not be harmed,” CAIRO’s voice spoke from the CID.

Twilight didn’t hesitate as her horn began to glow. Before the CID could realize what she was doing, the three ponies were back on the rooftop of the structure, the only place she could travel under the circumstances.

And Mandeville knew it.

No sooner had they landed and broken into a run than a room-sized box constructed of tiles slid at them from behind, scooping them up, almost like catching spiders with a water glass and paper.

“Three down,” Mandeville said through the tiles, “and three to go.”

“Mandeville!” Twilight shrieked through bared-teeth, fighting her way to her feet in spite of the situation.

The three of them were jammed in a small pile in a corner of the tilted tile-box, which slowly righted itself as it moved with great purpose.

“Y’know, you guys suck at stealth. Between accessing data archives in a disabled terminal and unleashing a spike of force-five disturbance we could have detected from space, yeah. Might as well have been calling out my name.”

"Why are y'all doing this?!" Applejack shouted back as they sped along. "What's it get ya'?!"

"It's not personal," Mandeville answered, "but it's not your business either. Bother CAIRO if you must. Meanwhile, I have business to take care of. We'll talk more once you've been reunited with your friends."

The box came to a stop over a larger structure, whose roof opened like a skylight.

"Ha!" Twilight scoffed. "You'll never catch Rainbow Dash if she doesn't want to be caught. She's the fastest thing I've ever seen!"

"Well, I hope she's fast enough to smash through solid metal then. Either way, afraid I'll be dropping this call now. Goodbye."

And with that, the box rotated like a large squared bucket over a kitchen sink, and the three ponies screamed as they were dumped through the skylight and into the waiting room below. All braced for impact, only to be engulfed by warm liquid as they splashed down. The three fought their way to the surface, choking and sputtering.

"He just has a room with a pool of water in it on standby?" Twilight coughed. "Why would he ever need that?"

"I just hope this is water," Fluttershy said, prompting Applejack and Twilight to scramble out onto the same steely tiles.

"As mentioned, the Dynamic Tiling System is setup for fast and infinite configurability," CAIRO answered, startling them. "Rooms of varying purposes can be designed and constructed in minutes or even seconds."

"So you made this room just to catch us and filled it with..." Twilight eyed the clear fluid uncertainly.

"Water," CAIRO confirmed.

"Water." Twilight released a breath she had held. "To cushion our fall?"

"Correct. Further chambers are also being configured for standard equine testing."

"T-testing?" Fluttershy asked.

Applejack stared at the floor. "I aint studied for nothin' since I was a schoolfilly."

"What kind of tests are these?" Twilight inquired. "Academic, practical, blood?"

"B-blood test?" Fluttershy asked, as some of it drained from her face.

"When possible, future Mandeville Arms employees are screened via a rigorous series of trials in order to create a detailed and accurate employee profile."

"Employee profile?" Twilight snapped. "So you think we're going to work for you?"

"I ain't lifting a little bitty hoof,” Applejack said with a stomp, standing as tall as she could on four hooves, ”to help the kind a' folk who hurt my friends, mister!"

"What exactly would we be doing?" Twilight asked. "What does Mandeville need ponies for? Why did he want me in the first place?"

"Our testing criteria will be explained once trials are complete. Revealing them prior to testing might lead to unreliable results, and therefore an inaccurate profile. An accurate profile allows us to properly pace employees and assign them tasks worthy of their skills."

"Okay, that does it, we're leaving girls!" Twilight declared before her horn lit up with magic and began searching the walls for weaknesses. After nearly a full minute of straining and the sound of creaking metal, she fell to the floor, breathing heavily.

Fluttershy hastened to her friend's side. "Oh Twilight, I think you overdid it!"

"Anti-magic enchantments," Twilight panted, "on everything! I thought humans couldn't do magic! How could he—"

Instantly, Twilight's eyes shot open as understanding hit her like an oncoming train. "That's why!" she cried.

"Twi?" Applejack asked.

"That's why he wanted me! I'm a unicorn, I can do magic! That's why ponies are disappearing! He's using them to enchant things for him! Isn't he?"

"I am not at liberty to say at this time," CAIRO answered.

"Aha!" Twilight shouted, pouncing on his words. "You wouldn't be hiding that from me if it weren't true, would you?"

"Not necessarily. I could be leaving such a possibility open to your mind, so as not to influence your test results."

"But yer' not." Applejack smirked. "No other way you'd be getting all yer' gadgets magicked-up anyway. Something else has put a burr in my horseshoes though."

"What's that?" Fluttershy asked.

"Well," Applejack sighed, "this place is all set-up to make weapons, ain't it?"

"Mandeville Arms is paramount in the areas of defense, security—"

"Yes, we get it," Twilight snapped. "Go on Applejack."

"So, he coulda' easily made a bundle with us pony folk by selling the secrets to this place, n' paid unicorns to work for him the ol' fashioned way. But he's kept this place a secret and not actin' too afraid of ending relations with Equestria before they even started. It just sounds like he's got some big plans, and with what his stuff can do..."

"Maybe he's just afraid?" Fluttershy offered. "Trapped alone in the Everfree Forest, in a world he doesn't know. Maybe he's just defending himself?"

"Like he defended himself against Spike?" Twilight asked, making Fluttershy shrink away.

“Oh! No, I didn’t mean that Twilight, I’m sorry!”

"But you're right Fluttershy,” Twilight said. “Mandeville is afraid. He's afraid of magic. They don't have it where he comes from, so how could he defend against it? If everything in this room didn't have an anti-magic enchantment, I could rip this room apart, or turn that wall into balsa wood. I could brush off those CID things and hold back everything they shot at me with a simple shielding spell. Mandeville is protecting all his weapons from magic to tip the scale, so he has the advantage."

"Maybe it was just a misunderstanding?" Fluttershy said, cautiously playing devil's advocate. "Or maybe he's so used to wars where he comes from that he just thinks everypony would come after him if they found him out?"

Applejack shook her head. "If he's got enough unicorns to do everything he's already done with 'em, I think he'd know by now that he wouldn't a' just been cast out."

"What does Mandeville want with Equestria?" Twilight asked of the ceiling. "What's the point?"

"I'm not at liberty to say," CAIRO said again.

Applejack frowned. "See? Not even outright denying he's got designs on Equestria. I've got a bad feelin' about this one Twi'."


"Rainbow Dash, I appreciate that your grip is firm as a corset," Rarity said, still dangling from Rainbow Dash, and quite airborne. "But I was under the impression that you were fast? My leg is starting to chafe."

"Hey!" Rainbow snapped, "I'm doing the best I can with two sacks of dead-weight tied to me, alright? Maybe if somepony laid off the cupcakes."

"Are you calling me fat?" Pinkie demanded, pouting.

Rainbow groaned. "No, not fat, just heavy."

"That's only a little teeny-weeny bit better than 'fat,' " Pinkie whined.

"I'm sorry, okay! I'm just a little bit on edge, especially since I can't find a way out!"

Indeed, supporting her two friends the whole way, Rainbow Dash had found one of the external walls, an impenetrable monolith of dark metal tiles. They'd flown a few minutes along it, looking for any sign of daylight.

"There's got to be some way through!" Rarity said. "We can't have come this close to sweet freedom to fail now!"

"Or sweet, fresh, lightly buttered crepes!" Pinkie added, stomach rumbling with want.

"Guys, I gotta put down for a minute, my front legs are killing me." Rainbow drifted down to the roof of a nearby structure and setting her friends back down on their hooves.

"I gotta admit you guys," Rainbow panted, "I got nothin'. "

"Well surely you could... smash through?"

"What, slam my head into solid metal and hope it comes out better?" Rainbow deadpanned, an eyebrow rising .

"Well, no,” Rarity chuckled, “of course not, silly idea—"

"Right, no good risking the good looks," Rainbow agreed, suddenly energized. "Time to test your shoes, Rarity!"

And with that, she leap into the air, soaring far off into the distant depths of the facility.

"Uh, Dashie!" Pinkie shouted, "The wall's over here!"

The only answer was a building sound of splitting air as a multicolored streak approached like a freight train.

"Pinkie Pie, I wouldn't normally suggest this, but HIT THE DIRT!" Rarity screamed as she pulled Pinkie down against the cool roof tiles, just before hearing the feral war-cry of Rainbow Dash as she sped hooves-first into the wall.

The sound and vibrations weren't to be believed, a simultaneous flash of light and sparks coupled with the cloud of omni-chromatic dust exploding into the facility. Shreds of metal turned into shrapnel, and the screech of protesting steel reached deafening levels as the massive wall literally rippled from the impact. The pair on the rooftop turned to watch the spectacle, which petered out into the diffusion of dust and the occasional tile rending free and falling into the abyss, the sound of its crash echoing back eerily. But the one sign they sought amidst the destruction —the kiss of sweet daylight— was dishearteningly absent.

Rarity called after her. "Rainbow Dash! Darling? Are you alright over there?"

A swooning, raspy chuckle responded, before giving a light cough. "Never better Rarity," Rainbow told her, finally visible through the dust, lying upside-down on her back within a crater smashed out of solid rock. "Yeah, turns out I mighta' flown us to the wall up against the mountain.

"Shoes held up though." She waved four hooves.

"Breach detected in outer-wall," CAIRO's voice echoed, somewhat garbled and distorted from the tiles that were damaged in Rainbow's kamikaze dive. "Spotter drones reassigned for further investigation."

"Spotted what-now?" Pinkie asked as Rainbow extricated herself from the rubble in a hurry.

"I think it means we're gonna have company!" Rainbow said, landing on their rooftop and linking legs with Rarity and Pinkie Pie like before.

"Ooh, the good kind of company, where we get to throw a total 'welcome' bash, or the bad kind where we run for our lives from officers of the fun-police?" Pinkie asked, only to receive a pair of flat frowns.

"Yeah, I know." Pinkie’s ears drooped. "But I can hope!"


The tremendous sound, and even a little vibration reached the room where Twilight, Fluttershy and Applejack were now held captive.

All three ponies turned to face the noise in wonder, before Applejack smiled widely, holding her nose skyward. “If I know RD, that'll be her big, showy exit outta this place. That mare never was big on stealth even when she bothered with it."

"I just hope they give Princess Celestia a good enough picture of what we're dealing with," Twilight said, "It'll be no good just to send a few members of the Royal Guard. I hate to say it, but the Princesses themselves might need to get involved."

"But that could all take a while!" Fluttershy said. "What are we supposed to do until then?"

"Whatever we can, so long as it means keepin' safe and together,"

"Speaking of that," Twilight started, turning her gaze to the floor, "you won't like it, but... I think we'll need to go ahead with these tests."

The two ponies stared at her silently, with eyes that may well have been screaming.

"Yer' right Twilight, I don't like it! These fellers killed our friend! They took somethin' from us we can't get back, and I ain't heard a single good reason for none of it! I ain't gonna be their slave-girl on top of it all."

"Applejack, do you think I of all ponies don't know that?" Twilight asked, wincing. "I can't tell you how much this hurts inside. I hate this place! I hate everything about it, but we're stuck here, and we're not the only ones!"

Applejack's face softened as Fluttershy’s brightened. "Oh! The other unicorns!"

Twilight nodded. "Don't forget, we're not the only ones in need of a rescue. If we all stick together, we'll be alright. We just have to hold out."

Twilight stepped forward, staring at the ceiling. "Alright, I'm ready for your test. I've got one question though."

"Acknowledged," CAIRO said. "Proceed."

"I know you're only after unicorns, so what will you do with my friends Fluttershy and Applejack? They're not unicorns. Applejack is an Earth pony and Fluttershy is a Pegasus. So I want to know right now what you're going to do with them."

"Employment is not limited to the unicornus sub-species. All Equus Sapiens are accepted under the current policy,"

"But, um. What will we be doing?" Fluttershy asked.

"Details of employment will be revealed upon the conclusion of the test," CAIRO said in dismissal.

Applejack’s eyebrows and ears flattened. "Well just hear that! You could be lyin' right to our faces, couldn' ya'? Whaddya' bet Earth Pony 'employment' just means he'll be 'employing' my ashes to feed Mandeville's begonias?"

"Applejack's... ashes?" Fluttershy breathed, shaking from head to hoof.

"Applejack, jeez-Louise!" Twilight cried, trotting over to comfort Fluttershy, whose pupils were pinpricks. "You're scaring her half to death! Where did that come from?"

Applejack sighed. "Twilight, think about it. If Mandeville's got no use for us, what good are we alive? Would you put it past him?"

Twilight stared into space. "No."

"You're right," Applejack said, every feature of her face drooping, "we can't stick around here forever, n' we need to meet up with the rest of the ponies here. I trust you Twilight, and if this is mah' last rodeo, so be it."

"I'm not losing anypony else! I'm not!" Twilight clung to Fluttershy in another massive hug, her eyes welling up.

"I love you too much," Twilight whispered, her voice catching.

"I love you too, Twilight," Fluttershy replied, patting her on the back before elaborating, "um. As a friend."

"Huh?" Twilight asked, looking up.

Fluttershy blushed. "N-nevermind. But, um. CAIRO?"


"If we decide we don't like the jobs you give us, and we don't work... w-wh-what will you do?"

"Refusal of duties will be met with indefinite solitary confinement. Until such time as the offender acquiesces to employee rules and regulations."

"So,” Twilight asked, making certain of what she was hearing, “it's just a big, glorified time-out?"

"Ha, see there Twi'," Applejack said, disguising a sigh of relief, "nothing to worry about after all. Let's get this show on the road."


Pinkie Pie wasn't the type to get— well, stay afraid of the dark, but the place Rainbow had chosen as a hiding place was a doozy.

"What do you suppose they use this room for?" Rarity wondered aloud, staring into the inky blackness beyond the lit patch they stood on.

"I dunno, all these buildings look the same. Look, I saw an opening and I went for it. If we're lucky, they won't find us here."

The room was cavernous, and the relative sliver of space they used as an entrance barely allowed for any light to get in.

Memories of similarly darkened rooms with ponies standing backlit at the door flooded Pinkie's mind. "Ooh!" Pinkie exclaimed. "Maybe it's the room they throw surprise parties in!" Sure, they were in a fix, but nopony ever made a law saying you had to be moody and sad every time that happened.

"Well," Rarity tittered, "I rather doubt Mr. Mandeville is much amused by frivolities dear."

"I don't think I'd want any part in being surprised by that guy."

"Quite," Rarity’s horn glowed brighter and brighter, illuminating the room.

"Hey, won't they see that?!" Rainbow cried, shooting a glance back at the entrance.

"Just taking a teensy peek darling," Rarity said, as the features of the room became clear.

Ceiling, walls and floor were made of black and glassy tiles, unlike the usual grey metallic ones that made up most everything else. Aside from that, the space was almost entirely vacant, save for five tiles that were mounted with pivoting lights of some sort, which obviously weren't on at the moment.

"Okay, that's good!" Rainbow blurted. "Now turn it off!"

Rarity gave a sigh as the light faded back into blackness. "Well, I've no idea what this room is used for, but it seems perfectly safe. I don't suppose you have any better ideas on escaping?"

"Maybe we could try that dive-bomb thingie on the ceiling!" Pinkie said. "I mean, we're underground, so it'd make more sense to head up than sideways."

Rainbow winced. "Uh, I don't think I've got another one of those in me right now Pinkie."

"And besides, this entire place is in a ghastly state. Why, if we caused a cave-in, whose to know what might happen? It could lead us out I suppose, but if there's more mountain above us than fresh air we'd be in no state to—"

The three ponies cried out the as the room was suddenly bathed in a light glow. The black, glassy tiles that made up the room were still dark, but not black. On the four walls, the tiles began flashing a series of fractured words and numbers at unreadable speed in green text, before the top left corner began flashing a single phrase of nonsense:

"{Sim.Init - [CLot_grnd, sqd_asslt: Iter 216] ;


"What's a 'Clot'?" Pinkie asked.

“Something you get if you don’t chew your food properly,” Rarity said, “But I doubt if this is anything to do with that.”

"Is that even Equish?" Rainbow Dash frowned, before the walls went pure black and started drawing a landscape of rough, flat-green shapes.

"Ooh!" Pinkie exclaimed at the hypnotizing sight. Purple mountains began drawing themselves into existence on what was fast becoming a panoramic landscape of increasing detail. "It's starting to look just like Equestria!"

"And not just anywhere in Equestria," Rarity said, "look what it's drawing now!"

Up on one of the more prominent peaks, the rough shapes of buildings began to form into the cliffs, elegant and unique even as an approximation.

Rainbow eyed it with a frown. "Hey, that's Canterlot!"

"Wait, not 'Clot' “, Pinkie exclaimed, bouncing in place and beaming at her own cleverness. “C-Lot! Short for Canterlot!"

"Now why does Mandeville have a... map of Canterlot?" Rarity asked of the ether, before select tiles on the floor sank out of sight.

"Now what?!" Rainbow cried, before they collectively gasped at what rose from below.

"Oh no!" Pinkie yelped as a platoon of CID stepped forward, arranging themselves in a formation, black visors staring towards the representation of Canterlot.

The three ponies scrambled to the back of the room, not having been seen as the machines waited, now still as statues.

"Let's get out of here!" Rarity whispered.

Rainbow Dash held up a hoof in silence. "I don't think they're here for us. I want to know what this is about."

And then the floor began moving.

"Ah!" Rarity cried in surprise as the wall behind her began sliding upward, tile for tile as the floor crawled backwards.

The floor tiles rolled back up the wall, and the wall tiles rolled onto the ceiling. The entire room had become like the inside of a great glass tire, or a set of tank treads.

Rainbow took to the air, while Rarity and Pinkie Pie walked forward to remain in place with the room. At the center of it all were the CID, marching forward in place as the image of Canterlot remained upright while the room shifted.

Rainbow noticed, however, that as the room moved forward, the image of Canterlot and the rolling hills surrounding it moved with it. It was as though they were actually marching on Canterlot.

"Marching on Canterlot?" Rainbow whispered to herself, the idea taking root in her mind.

"Can we get out of here now?!" Rarity asked, trying her best not to be run into the back wall.

"Aww!" Pinkie moaned as she bounced forward. "But this is finally getting fun!"

"Hey!" Rainbow exclaimed, pointing forward. "What in the name of Celestia is that?!"

On the screen, looking eerily dead-eyed, were images of what clearly represented ponies standing between the CID and the fake Canterlot. They were as fake and dead as the CID themselves were, taking positions in front of the tripedal soldiers who came to a halt, the room stopping with them.

"Move along," the CID demanded of the fakes through multiple speakers, in a single voice. CAIRO's voice, "or surrender."

The fake ponies only responded by charging, galloping in an odd, unnatural gait but at expected speeds. On closer inspection, some of the ponies were unicorns, whose horns glowed threateningly.

One of the CID aimed its weapon skyward, and a red beam of light shot out for a split second. "Final warning," the CID threatened, before the ponies were close enough to appear merely outside a window.

And then they galloped into the room.

The three real ponies shrieked in as the fake ponies vanished from the screen, only to appear in the room like ghostly apparitions. They charged the CID, who took aim at the assailants and fired the same beams of red light. The beams passed through several of the fakes who then fell over, flashing oddly as they faded away.

"What the hay is going on?!" Rainbow said, her eyelids retreated so far into her head they might have been invisible.

"Ghost ponies," Pinkie shrieked, "ghost ponies! Everypony for herself!"

Rarity merely watched as the fake ponies set upon the CID, which reacted fast and never hesitated. One of the fakes made it through and reared up, half-heartedly wagging its front hooves toward a CID, which stopped moving and crouched low to the ground as if to play dead.

It reminded her of children playing tag, except that no sooner had the CID been felled than its fellows fired upon the offending fake. Rarity noticed how many fake ponies it had taken to defeat a single CID, and how many of them fell. This was all pretend, this was a test, a firing range. And yet, Mandeville or CAIRO had gone to special lengths to bring it as close to reality as possible. She could imagine those fakes replaced with the real Canterlot Guard. So many would have died.

Her musing was interrupted, however, as one of the fakes tried to flank the CID, running right in front of Rarity, who jumped as a CID followed its progress. It fired its red beam at it and then turned its sights on Rarity.

"Rarity!" Pinkie and Rainbow cried, as the CID fired squarely into her chest. It was harmless however, as a dot of red light merely flashed on Rarity’s perfectly white coat. The CID remained transfixed, attempting again and again to fire the beam, until suddenly everything from the walls to the CID to the ghostly fakes froze in place.

"Simulation suspended," CAIRO's voice reverberated. "Unrecognized infrared signature detected in Infantry Combat Simulation Module. Spotter drones reassigned for further investigation."

"Okay Rarity, now we're getting out of here!" Rainbow cried, making for the crack in the corner they'd entered from.

"Wait for us!" Pinkie said, running after her with Rarity, just before they heard Rainbow cry out in surprise and pain. A body hit the floor with a thud.

"Rainbow Dash?!" Rarity asked, her mouth agape, galloping out to help, only to be met with a sight that stopped her in her tracks.

Rainbow Dash was lying on her side, barely moving, a silvery dart sticking out of her back behind the wing. She groaned, feebly trying to wiggle her limbs.

"I-I can't move," she told them. "Get out of here, you've gotta—"

"Please remain calm. Further resistance will be similarly met with disablement," CAIRO's voice issued from a point in the sky. Searching for the source, Pinkie and Rarity set their eyes upon a small, strange contraption hovering over the scene, staring back at them with a cold mechanical eye mounted into a four-pronged chassis.  

Like a bicycle wheel, the four "spokes" ran out from a single hub, from which hung a steely gun barrel pointing at the ponies in turn. At the tip of each spoke, a vertical propeller spun rapidly to keep it airborne. The contraption, which they assumed must be one of the forewarned "Spotter Drones" was barely the size of a pony's body, and yet it remained out of their reach, threatening them all with its barrel's promise of pain.


"GRaagh!" the Manticore roared, swiping its massive paws towards Fluttershy, who eyed the luminescent beast like an animal caught in a rose bush.

"I don't understand, I've tried everything.” The center of her eyebrows rose. "E-even if you're a ghost, you must be able to understand me."

"Fluttershy,” Applejack shouted from across the room, “just leave that thing alone and come over here. It ain't even real."

The three had begun CAIRO's tests, which started out unconventional, to say the very least. They had entered this room and were tasked with simply running to the other side, but no sooner had they gone into a brisk gallop than the rubbery floor turned into a treadmill, slowing their progress to a crawl. And as if that hadn't been enough, this see-through Manticore had appeared behind them, frightening Twilight and Applejack into racing their hardest for the far wall.

Fluttershy however, instead turned to charm the beast. And while it wasn't going well, she'd proved the thing couldn't do them any real harm. Sighing, Fluttershy abandoned the beast and trotted over, the treadmill having evidently given up.

"I don't even get it," Applejack told Twilight. "What the hay was that all about?"

"I've been watching the room a little," Twilight said. "See those things that look like spotlights?"

She pointed to a few walls, in which little white cylinders pivoted towards the Manticore.

Applejack squinted. "Yeah. They're lit, but I don't see anything lightin' up."

"Well, I've heard it suggested that if you could project an image from at least three places into the same space, you could, in theory, project a three dimensional image, or what they call a 'hologram'. Isn't that right CAIRO?"

"In concept, yes. Our holography focuses lasers to induce plasma excitation from the oxygen and nitrogen in the air, producing images without the use of a screen."

"And the reason for siccing your little friend on us was?" Applejack said.

"Full physical performance is reliably peaked when inducing a fear response. Far more accurate to measure top speed than through mere instruction."

"So you scared us so we'd run faster," Twilight summarized flatly. "Well, I'm pretty sure that backfired." She turned to Fluttershy who had just arrived at a calm pace.

"Unexpected test data is often even more valuable than expected test data," CAIRO stated simply.

"Ulgh," Twilight groaned. "How does a machine get philosophical?"

Rather than answering, the tiles in the wall opened to another room, which the three stepped into cautiously. The room was as neat as the others, but contained a glass case on the far wall from ceiling to floor, barely as long or wide as a king-sized bed. The case was riddled every few feet with small holes, and contained—

"No!" Twilight cried, racing over to her three recaptured friends along with the others.

"Hello again, dears," Rarity greeted in monotone, helping Pinkie Pie to support Rainbow Dash who wobbled like a drunkard.

"I thought y'all 'd escaped!" Applejack said, looking at Rainbow's condition before asking, "And what happened to you?"

"I. Hate. Needles," Rainbow Dash moaned.

"We flew all along the far walls," Rarity explained, "but we couldn't find a way out before one of those flying machines hit her with some kind of dart. We were stuck on a building, without the aid of her wings."

"She's been all loose and woozy-oozy!" Pinkie said.

Rainbow avoided their eyes. "I'm sorry guys."

"Shh... Oh no no, it's fine," Fluttershy said. "You just focus on getting that bad medicine out of your system. We'll be okay if we're all together."

"Reunion complete," CAIRO reported as they heard machinery working above them. "In this test, equus sapiens unicornus will be required to lift a solid weight as high as possible for as long as possible. Weight will be deployed in three... two... one..."

To the horror of all, the tiles above the glass case opened, and what looked like a solid block of metal the size of the case itself began to lower itself in.

"Oh Celestia, no!" Twilight cried. The case was immune to her magic, but she could reach the block itself and hold it stationary.

"Help me get 'em outta there!" Applejack told Fluttershy as she prepared to buck the glass. "Now everypony stand back!"

Rarity and Pinkie Pie moved away from the glass as Applejack kicked it with all her might. Rarity offered her own magic to aid Twilight in keeping the block at bay, as Fluttershy joined Applejack in bucking against the glass, putting out a fair amount of force in spite of herself.

"Why! Won't! This! Budge?!" Applejack remarked, punctuating each word with a fiercer buck than the last. Suddenly, more noise issued from above the block, and Twilight found herself gasping as the block jerked downward nearly a foot before she regained her grip and lifted it back up.

The others stared momentarily after the block's movement before looking to Twilight for an answer. "It's... heavier! It's almost double what it was before! I think CAIRO put another block on top of it!"

"You can handle it though, right?" Pinkie asked.

"Of course, but if he keeps—" And then the weight doubled again.

"What?" Rainbow asked, noticing the pause. "What happened?"

“Rarity, do you know any spells that can change the block? I can hold it, but I need a clear shot to cast something onto it. These little holes are too small!”

“I’m sorry dear! Even if I did, I’d never be able to transfigure something of that size!”

"CAIRO!" Applejack cried, having grasped the full situation. "Stop it! Twilight can only take so much on her own, you're gonna hurt 'em! Stop it or let them out!"

Only silence answered her.

At regular intervals now, the weight seemed to be doubling. Exponential growth. Twilight had handled this and more before. She'd carried an Ursa Minor bigger than a building from Ponyville to a cave in the forest, all while performing other complex spells. She'd re-sealed a burst dam. But even Twilight Sparkle had limits, and if CAIRO kept doubling the weight, three more of her best friends were going to—

"CAIRO, stop it, please!" Twilight bawled, tears streaming down her face as she felt yet another doubling of the weight. "I'll do anything you want, I'll work for you, I'll stay here for the rest of my life, just don't hurt my friends, PLEASE!"

There was no answer but another doubling of weight as the block dropped nearly two feet, eliciting a gasp from Pinkie, who had begun hyperventilating.

"CAIRO this isn't funny, you big old meanie-machinie!" Pinkie shouted "Let us OUT!"

"Pinkie," Rainbow groaned, "He's not gonna answer."

Pinkie found Rainbow Dash's rose-colored eyes, and the solemn sadness in them.

"I," Pinkie sniffed, "I don't want it over! I'm not ready, it's not fair..."

“I promised Sweetie Bell I’d come back,” Rarity squeaked, the fight slowly leaving her. “She’s going to feel so betrayed and heartbroken when I don’t.”

"Yeah," Rainbow said. "It really sucks. Never thought I'd go out like this."

"Y'all talkin' nonsense!" Applejack shot back, but Rainbow only turned to Twilight and Fluttershy.

"Twilight, when it gets too much, just drop it," she said, making Twilight gasp. "I don't want this drawn out, please... just have it over quickly. Fluttershy, please don't watch. And cover your ears."

"No!" Fluttershy shouted. Eyes alight, she faced them all, wings spread. "You two listen, and listen good! You're not giving up, and you're not getting crushed by a dumb block of metal! Applejack!"

Applejack’s eyes went wide at Fluttershy's attitude. "Ma'am?"

"Yank a hair out of my tail.”


"You heard me!" Fluttershy said, upon which Applejack obediently snagged a pink follicle and pulled. Instantly, Fluttershy's frowning eyes watered and widened, and she let out of painfully high-pitched shriek. The sound lasted a few seconds as the glass vibrated violently, before all at once spider-web cracks obscured the ponies view of each other.

"Fluttershy, you're a genius!" Twilight cried, as Applejack took this opportunity to give the glass one last buck, and finally the sheet shattered.

"Go go go go gogidee go go GO!" Pinkie shouted, as she scrambled to safety, while Rainbow awkwardly shuffled out. Rarity exited last, still trying to help Twilight hold the block at bay. Once out, she released the block, as did Twilight.

The block came down with a loud crash, shaking the room as the mares ran to each other in a flurry of hugs and grateful words. However, the spell of this victory broke when Twilight looked over the shoulder of a catatonic Pinkie Pie to see the dreaded block.

"WHAT?!" Twilight barked, drawing the eyes of the five.

"What what?" Pinkie Pie asked in a daze.

"Oh, for the love a'—!" Applejack growled as she too noticed.

The block, it transpired, was not resting at ground-level, but on a lip in the case a few feet above it. It was no lucky accident: it had been designed that way.

"So," Fluttershy began, perplexed, "there was never any danger after all?"

"CAIRO!" Twilight bellowed. "There'd better be a good explanation for this!"

"Of course," CAIRO finally said. "Full physical performance is reliably peaked when inducing a fear response. Far more accurate to measure—"

"HOW DARE YOU?!" Twilight screamed, "HOW DARE YOU TOY WITH ME AND MY FRIENDS LIKE THAT?!" Twilight continued, every muscle of her face flexing.

"I'm done with these stupid tests, I want to talk to Mandeville, RIGHT NOW!"

For a solid ten seconds, there was only silence. Twilight's fury slowly built on itself. She didn't much appreciate being ignored.

"ANSWER M—" Twilight shrieked, before hearing a loud series of mechanical grinds and clicks approach, and after another second without answer, a wall opened into—

"Oh come on!" Rainbow Dash groaned. "I'm already sick of this!"

Within was a room that resembled their touring module to a ‘T’. Twilight might have never blown a hole through it at all.

And staring at them, once more, was the image of Mandeville, who had at least taken the time to style his hair a little and rid himself of his stubble. "Well it's not for much longer. I have to say, I wasn't expecting to hear from you again for a while longer, but CAIRO seemed to think you weren't going to cooperate anymore."

"You pretended you were going to smash us with a solid block of metal!" Rarity shouted. "That hardly encourages our cooperation, sir!"

"No way!" Mandeville laughed, covering his mouth. "Did you really, CAIRO?"

"Y’mean,” Applejack exclaimed to thin air, “a machine dreamt-up that nightmare?!"

"There was never a high risk of injury," CAIRO said.

"Don't laugh about it!" Pinkie said, pouting. "I really thought it was over! Done with! I'd baked my last cupcake! I like a good prank every now and then too: I know funny mister! And that wasn't even a little-widdle gnat's-size bit funny!"

"I respectfully disagree," Mandeville chuckled. "But CAIRO, that was probably a bit much. Not telling you how to do your job—"

"Wait." Mandeville frowned for a moment. "Yes I am. But anyway, be a little nicer with the fear-factor."


"And by the way Sparkle." Mandeville turned to the still sour-looking Twilight. "Don't think that whole 'blowing the wall open' deal is going to work twice. This room was triple checked for holes in the Anti-Five shielding."

"That's it, isn't it?" Twilight stomped forward. "It's why you wanted me. It's why ponies have been vanishing, isn't it? You can't do magic yourself, so you need to make unicorns do it for you!"

"Well, I see you don't surround yourself with books for nothing," Mandeville said, eyebrows raised with the faintest smile. "Yes, Force Five was a wild-card I wasn't expecting. We tried detaining the first of your kind we saw, in case they were hostile or dangerous. It seemed all too easy, until we saw that unicorn escape us, brushing aside the machines that ought to have subdued her with ease. What use was a gun, a combat robot or even a tank, if it could be taken apart piece by piece, or transformed into a harmless rock? But thankfully, we got the drop on a few of them, and once we... 'encouraged' them to protect our materials against the influence of magic, things just kept getting easier.

"I still only have a modest handful, however," Mandeville continued. "Not to mention an army of existing drones in need of shielding. I decided quality overruled quantity, and sought powerful unicorns instead. I see my first real draft choice was a good pick, based on the results of that last test."

"Hey, wait a sec!" Pinkie cried. "Sure, we all knew Twilight's the most magicalest unicorn, like, EVER, but how'd you figure that out?"

"Yes, fair point, Pinkie Pie!" Rarity said. "Twilight is easily one of the most powerful unicorns I've had the pleasure to witness, but barring a few of our escapades, she's hardly famed for it outside of Ponyville. Just where did you hear of her?"

"A-and," Fluttershy said. "Ponies would've noticed, i-if really famously powerful unicorns were disappearing."

"Well, I had a bit of a tip-off. One of the more powerful unicorns in my little club has been pining to be released, bouncing deals off CAIRO in hopes that I'd let her go. Impossible to ignore, entirely unbearable. Eventually, we managed an arrangement! She leads me to someone who can replace her, and do her job better, and she gets her freedom. Oh, she had a name out of her mouth before I'd even asked. I think she really must hate you, Sparkle, and you ponies aren't usually a hateful bunch."

The room shook, and deep mechanical noises filled the air.

"Ah, finally docked!" Mandeville said. Twilight hadn't even realized the room was moving until now. "Oh, and just in time to meet my little informant! She should be right outside."

The right wall turned once more into an awning, and the protective glass lifted into place, preventing them access to the hallway outside, where a unicorn stood, staring at them. She was blue, but a deeper, more saturated sort of blue than Rainbow Dash, with purple eyes and a blue-white mane.

"Trixie?" several of them shouted.

Indeed, though she was missing her starry cloak and magician's cap, there could be no mistaking the showboating unicorn. Trixie stood transfixed, as if she didn't dare believe her eyes. Atop her horn was a steely cap, connecting behind her ears to a brace around her neck. "You found her!" Trixie gasped. "But you said she was in Canterlot! How could you have taken her there?"

"Oh, I think fortune must favor you, Trix.' She waltzed right in here of her own accord."

"What?" Trixie exclaimed, whipping her head towards the screen. "I— Trixie doesn't understand! Why, having so nearly escaped, would you do something so foalish?"

Twilight stared, her face blank. "You did this. You sent him after me. Why?"

"Hmph!" Trixie turned her nose up. "I could think of nopony better to take my place, than the one who usurped my deeds! Than the one who ruined my career! Do you even know what you did to me, Sparkle?"

"Do I know what I did to you?! I stopped an Ursa Minor from destroying our town, after you failed to! After you got called out on your boasting!"

"You ruined my life!" Trixie shouted back, "Trixie lost everything after that night! The rumors followed her everywhere she went! Nopony took Trixie seriously, unless it was to throw her out in case she brought a rampaging beast into their towns! Do you know what it's like, for a pony's special talent to become worthless to them?"

"I felt that once, for a little bitty bit," Pinkie said. "That was awful."

"I did too, at the Gala," Fluttershy said. "I'd never seen animals run from me before. I don't think I handled that very well."

"Overnight, Trixie was no longer great, nor powerful," she said, quietly. "Trixie had no place in Equestria, so she came here, to live in this forest, sneaking into Stalliongrad now and then to scrounge like some vagrant! Until a few days ago, when she was taken to this place, and forced to cast spells for Sir Mandeville every day for hours until she collapsed from exhaustion."

"Oh, don't be so dramatic," Mandeville grumbled. "I keep you all fit and healthy, don't I?"

"Trixie, I'm sorry all this happened to you. I was only protecting the ponies I love," Twilight whispered. "But that doesn't excuse what you did. You sent him after innocents, you put ponies in harm's way! And now... now I've lost my very best friend."

"Wha- I," Trixie spluttered, her spite vanishing, turning to Mandeville's image. "B-but, you promised that nopony would get hurt! You swore you wouldn't!"

"Regret doesn't suit you, Trix'. I tried my best to be careful; sedate and capture witnesses. But the witness in question was impossible to stop. Had to be brought down before he exposed us. No oath, even to someone I'm rather fond of, is worth risking everything I've worked towards. There's hardly any going back now."

"What are you talking about?" Twilight’s breaths intensified. "Going back from what? What's the point of all this?!

“Why are you taking ponies? Why are you hurting them? If you needed help, the ponies of Equestria would have helped you! We would have welcomed you with open hooves! But now it's too late for that! You've taken ponies against their will, you've forced them into slave labor, you've murdered others! Why? Why would you ruin this? Whatever happened back where you're from, you could've left it all behind, made a fresh start, wiped the slate clean! Why would you throw that away so quickly?"

Mandeville frowned, considering her as her tirade wound-down.

"I just." She shook her head. "I don't understand you."

"Rest assured, I have my reasons,” Mandeville said, “not that I've any interest sharing them with you."

"Oh yeah?" Rainbow, mostly recovered from the drugs, stood up and stepped forward to confront Mandeville's image. "How about you tell everypony here about planning a takeover of Equestria?!"

"Takeover Equestria?" Applejack said. "What're you talkin' about Rainbow?"

"We found this weird room, where those three-legged CID things were doing some kinda' target practice on a bunch of fake ponies while marching on fake Canterlot!"

"Fake Canterlot?" Fluttershy asked, turning to the others.

"Ah," Mandeville exclaimed, his eyes half shut. "You found a combat sim module. Too bad it wasn't a live-fire course. Nosy pastel horse-things...

"Yes, I'm planning a change in management. Yes, I intend to do some rather horrible things. But it'll end up alright, I think. No reason we can't be friends someday. Granted, I imagine that day is a long time from now."

"But, why?!" Fluttershy asked. "We could have been friends without all this!"

"I wish it were as simple as that kid," Mandeville said, his tone shifting dramatic from the standoffish one he had been using till now. "But it's not. And I'm not much in the mood to explain why right now. That said, I'm a lot closer to being friends with Trixie here, muse that she is. Driven to such lengths that she'd sell out her own kind. Not to say I approve of that, but..."

"Yeah, he's right Trixie," Twilight growled, turning on her. "Whether you knew this or not, you're an accomplice to murder! At best!"

Trixie opened her mouth to speak, but no words came out.

"At worst, it's treason against the crown."

Trixie began to sweat.

"I'm sorry!" Trixie sobbed. "I'm so sorry! I never meant for any of this to happen! Nopony was supposed to get hurt! I thought since you put me in here, it'd only be right for you to get me out—"

"Oh, that tears it!" Applejack shouted. "Trixie, if Twilight had done nothing, you'd probably've been Ursa-chow, and Ponyville woulda' been flattened, with you and your showin'-off and yer' lies to blame for it!

“Y'need to take responsibility for what you did to yourself, n' stop blaming other ponies! Puttin' Twilight in here so you can run free? I hope you can live with yourself out there, Trix': first yeh' took her friend and now yer' taking her freedom in the same darn day."

Trixie sat there, head hung in silence. Even Applejack, who had said it all, had to pity her. Having dealt with Mandeville so far, she was growing accustomed to an opponent who seemed to feel nothing. Having known Trixie, she hadn't expected her to look ashamed of herself. Yet there she was, looking truly sorry.

"Hey, what's that doohickey on your neck n' horn?" Applejack indicated the brace, overcome by a sudden, irrational urge to comfort Trixie.

"Oh, this? All the unicorns are made to wear them. They keep us from using magic when we're outside the work chambers."

"So clunky and bland," Rarity said. "And what it must feel like on one's horn. I don't suppose it's padded?"

"It's stifling and uncomfortable, but it's nothing compared to what the Pegasus ponies wear," Trixie said. "They're kept from flying."

"Pegasus?!" Dash exclaimed. "I thought you just wanted unicorns! What're you using Pegasi for?"

"My machines do so well on our thorium reactors,” Mandeville said, “but all that's happened has thinned my power budget. When we arrived here, this was mostly one massive cave, but even our considerable luck didn't make the cave exactly our size.

"We've uncovered and repaired much. But it all costs precious energy. Energy that a Pegasus has easy access to."

"Lightning." Rainbow scowled. "You're harvesting lightning."

"Why not? It's perfect!" Mandeville cried, suddenly smiling. "Any given bolt can produce a million kilowatts of power! So unpredictable where I come from, unfit and unreliable. But summoned at will? My reactors are having a difficult time competing, and they're marvelously efficient!"

"What about earth ponies?" Pinkie Pie asked.

"Oh, the normals?" Mandeville interpreted the term. "They also have their uses. Bit less direct though. I try to involve them less, given I rather respect their kind, but some things need doing and I can scarcely spare unicorns or Pegasi."

"You don't want to know," Trixie whispered. She stared at the floor, at the vague and blurry outline that made up her reflection in the tiles.

"Let them go," Trixie said. "I'll stay here. The deal's off."

"Well, I think it's a bit late for that!" Mandeville exclaimed. "Sorry Trix', your account is closed. No refunds."

"No! Please, you can't do this!" Trixie shouted as Mandeville scoffed.

"The Hell I can't! What position are you bargaining from?"

"The deal was for Sparkle, not her friends! The deal said you couldn't hurt anypony!"

"Look,” Mandeville sighed, "their coming here was incidental, and the death unavoidable. You’re asking me to gamble everything on the basis of honor, and that I simply will not do.”

"Then at least let the earth ponies go! They won't say anything, will you?" Trixie asked, directing the last of her words to Pinkie and Applejack.

"Based on what I've seen," Mandeville said before either could answer, "the cowgirl would go for help without a second thought. A case can be made for Derpy over here, though."

"Derpy?" Pinkie asked, suddenly frowning. "I'm not Derpy, silly! I'm Pinkie Pie! Derpy's back in Ponyville; she delivers the mail! I don't know how you could think I was Derpy, because everypony knows Derpy is Derpy because Derpy's eyes are all mixed-up for some reason! But nopony really talks about it in case they hurt her feelings. And, she's a Pegasus pony! And I'm clearly not a Pegasus pony! Though there was that one time Twilight did this spell so we could walk on clouds too, and—"

"Wait, wait wait wait wait!" Mandeville barked over Pinkie's meandering monologue, which plowed on in spite of his protests. "Jesus, can she be turned off, or do we need the tranqs already?"

"Nopey-lopey-dopey! I'm done.”

"So there's a pony —someone you knownamed Derpy?" Mandeville asked, as Pinkie nodded in response. "I'm gonna need a stiff drink after this. Actually, fuck it."

"Fucket?" Pinkie asked, as Mandeville grabbed a flask off a surface they couldn't see, tilted his head back and took a hearty gulp.

"Sorry Trixie, not in a risk-taking mood at the moment," Mandeville finally concluded. "Loose-ends just make me itch, even if this one looks like the sort nobody would believe."

"Hey!" Pinkie cried. "Lots of ponies believe what I have to say! Everypony knows they can trust Pinkamena Diane Pie!"

"All the more reason for me not to let you leave," Mandeville laughed, giving Pinkie a thumbs-up. "Nice work."

"Pinkie!" Rarity hissed.

"Now, if you would all excuse us," Mandeville said, "I've got to help Trixie. CAIRO?"



Slowly, the room began to lower, inching along a shaft beneath them.

"Hey!" Applejack shouted, glancing wildly around the room. "Where're ya' takin' us?!"

"This module will first deposit workers in the worker-preparation area, where they will be taken to the worker quarters."

"We're not going anywhere!" Rainbow Dash shouted, as she took to the air, swooping and bucking against the glass, which held despite her diamond horseshoes. "Girls, help me!"

Mandeville's screen switched off as Applejack, Rarity, Pinkie Pie and Fluttershy all tried to find weaknesses in the room that had become a cage.

Twilight, however, now turned to stare frigidly at Trixie, who watched on, helpless. "Is this what you wanted?" Twilight asked, as the floor Trixie stood on reached Twilight's knees as the room lowered. "Does it serve me right to take your place?"

"I'm sorry!" Trixie moaned. "I'd take it back if I could, I'm so, so sorry! I never wanted this! I never should have trusted him—"

"It's too late now, Trixie. You're too late."

Twilight's words were as cold and uncaring as the metal she stood upon.

"Because 'sorry' won't bring my friend back. It won't set us free."

The floor reached Twilight's hips, and Trixie had to lie on the floor to stay level.

"I never hated anypony before today, Trixie. It wasn't in me. Is this what you felt for me? This awful feeling?"

Trixie only choked.

"I felt it for the ones responsible for Spike's murder. Not just because I lost him, but because I can't stand feeling this way for anypony, even somepony as awful as Mandeville!

"But I'm making one exception, Trixie," Twilight continued, the floor up to her neck. "I hate hating. And you're the one who caused me to feel this way. Trixie—"

"No, please,” Trixie bawled. “I'm sorry!"

"I hate you,” Twilight spat, closing her eyes. “And I want you to carry that knowledge with you, since we'll never see each other again."

"No, Twilight, I want to help you! Please, I'm so sorry, I'll do anything-"

"Just go. No matter how sorry you say your are, I'll never forgive you for what you did to us. I never want to see you again."

She'd said it all as though delivering a death sentence, and it may very well have been, given how Trixie reacted. She only stared, tears falling silently as Twilight turned her back on her. The room's ceiling met the hallway floor, and continued on deeper into the facility as tiles rotated up to cover the shaft opening, leaving a seamless floor.

As far as Trixie knew, she would never see those ponies again. Twilight would get her wish.


Trixie sniffed as she followed the hall in the Mandeville Arms facility. It all looked the same, no variation in the color of the tiles, no art to it, not even a bench's worth of furniture. But she saw the end of the hall ahead, where she'd meet her own module to reach the exit.

The hall ended abruptly, with a platform that looked out upon the great expanse of the facility and the gridwork. But there was—

"No module." Trixie breathed to herself. "Where's the module?"

She looked everywhere, but saw nothing. Not approaching, not in the distance.

"Oh, Trix'," the voice of Adrian Mandeville echoed from the walls. Above her she saw another yellow eye watching her. "You look so down! Why should you be? You get to be free, after all! If you want."

"If I want?" she asked. "Why would I go back?"

"Well, freedom always has a price. I'm just taking stock that you might just decide you don't want to pay it."

"I can't go back, not after what I did to them," she sobbed. "Where's the module that takes me out?"

"Ah, see, gosh. Here's the thing," Mandeville said, hissing in a fake ‘how do I break this to you?’ fashion. "I was gonna let you just leave, but all that back there? You seem so broken up about it. Like the people who feel they don't care whether they're alive or dead. I was counting on you keeping quiet because, well... you're an outcast, a known liar, and would have to admit to helping with a murder/kidnapping, and committing treason against your nation.

"You're a survivor though! It's why I like you so much." Mandeville's tone sounded much like a mentor talking to his student: warm, but critical.

"The problem is, the nice-guy in me still was leaning towards letting you go. But now..."

"Now?" Trixie asked, sweating again.

"Yes, now. You seem in a really self-sacrificial mood right now. Maybe I shouldn't have let you meet those girls. I just figured you'd want a chance to see your nemesis get her's.

"But no, you seem like you're really tore-up about what you did. Let me speak objectively here: I've got this niggly feeling that if I let you go, you'll turn yourself in and rat me out in some half-baked show of redemption. I can't have that. But I did promise you freedom, so I'm offering the next best thing. Watch your step and look below you."

Trixie peered over the edge to see something that chilled her to the bone, as she scrambled back, further and further from the ledge.

"Looks a bit like a Hell-mouth, doesn't it? That's my handy little mobile incinerator unit," he told her. "Full of lead mostly, and whatever else I put in there. Always used it for scraps, evidence of misdeeds. Nosy Greenpeace snoops that triggered the security turrets, and I really didn't feel like dealing with the paperwork. Melts it all down to around ten thousand degrees and lets stuff settle so I can reuse the materials. But if you want freedom bad enough —if you want out of here bad enough— It’s about as close to the ol’ sacrificial volcano as I can give you. Hope you don't use it though, let's be clear."

"Please, that's not fair!" Trixie whimpered, curling up. "I-I just want to go home! Please, just let me go home!

"Oh, come now, none of that," he said in a grandfatherly manner. "This can be your home now. Or, y'know, it'd be over real quick if you'd rather not. But I'd miss you."

Trixie crept up to the edge on her knees and gazed down, transfixed. Her tears fell towards the abyss, towards the great churning bin of yellow, orange and red, glowing beneath her. Down there was the only freedom she was ever going to get from Mandeville.

"Look, It's not that I don't trust you; it's just that I can't trust you. Big difference, trust me."

She couldn't go back. She couldn't face Twilight. She was trapped, and she couldn't stay there forever. Slowly, ever so slowly, she felt herself let more and more of her front dangle over the edge. The tears wouldn't stop, as she thought to reflect over her life, every decision that had led her to this. She closed her eyes.

"Trix?" Mandeville asked, worry in his voice. "Kid, I wasn't serious, it doesn't have to end now!"

"I'm sorry Twilight. Maybe now, you can forgive me."

"Trixie, listen, it's molten... metal!" Mandeville shouted as clearly and seriously as he could. "It's not a quick death! Kid, don't!"

Trixie inched herself just past the point of no return, where she knew her hooves couldn't save her if she decided to back out. As her back legs flipped up into the air, she realized, wide-awake, what was about to happen... and she screamed.

Mandeville watched in awe as Trixie vanished from sight over the ledge.

"Well. Damnit!" he exclaimed throwing a coffee mug from his work station with a smash. "I didn't think she'd actually do it!

"Seriously, I liked her!"

Confused and dismayed, Mandeville shut off his monitor and searched for something to distract himself with.

She had never felt so helpless. Well, that wasn't true. When Spike was dying in her hooves, she recalled cursing herself for not learning any healing spells that would work on a wound she couldn't see. Incapable of anything but clutching him as he slipped away from her, that had truly been the worst.


This was a close second though.


She struggled fruitlessly against the manacles that held her hind-legs —and the legs of her friends— in place. Their forelegs were free, for what it was worth. But Mandeville or CAIRO had evidently understood that a pony could do little with them while stuck facing one direction.


After Trixie vanished from their sight, their room sank a few levels before stopping. It changed shape, tiles moving this way and that, as ultimately two of the walls closed in on them.


For one pulse-pounding moment, Twilight actually believed the walls weren't going to stop, and that Mandeville had actually meant to have them all crushed to death. It couldn't have been healthy for Pinkie, Rainbow or Rarity to experience that fear again so soon.


One tile width apart though, and they stopped. The walls came alive with metallic limbs grabbing them and lifting them high as the floor fell out, to be replaced by tiles with the thick manacles. They fought, but it proved no use. Twilight's magic barely made them shudder and Rarity's couldn't even achieve that. Rainbow tried using her wings to wriggle out of their grasp, but quickly found those seized by the limbs too.


CAIRO then announced that their belongings were to be stored safely until further notice, upon which more limbs still parted them of their saddle-bags and horseshoes. And to Applejack's protests, her hat.


As it all settled, Twilight's previous anger gave way to guilt, yet again. "Guys," Twilight groaned. "I'm sorry."


"What're you on about?" Applejack grunted, still unconvinced that any steel could hold her world-class bucking legs. "Sure, yeh' lost yer' temper, but we sure found out a lot more than we woulda'."


"No," Twilight said. "I just led us all in here, with no escape plan! We should've gotten in touch with the Princesses, at least let them know where we were! But now...


She stared at the room. It was so alien, and they were so deep in the middle of this labyrinth. "Nopony even knows we're here."


"Please stand-by for standard-issue pennatus and unicornus casual-wear fitting," CAIRO's voice boomed in the small space.


"Well that doesn't sound so bad," Rarity said.


"No!" Twilight cried. "He means those restrai— Ack!"


Twilight was surprised when the limbs holding her forced her head straight as still more limbs snapped the steely collar onto her neck. The upper cap swung into place, causing her discomfort as it only barely cleared the tip of her horn. She heard a whirring around her ears and slight vibrations before realizing the cap was now firmly in place. 'Stifling' was putting it mildly: they might as well have fixed a clothespin onto her nose.


"No, get away from me!" Rarity growled. "I'll not wear something so plain, you can't make me!"


But they could. Rarity whimpered and whined as she too was restrained.


"At least you kept most of my mane out of the way."


Meanwhile, Rainbow Dash and Fluttershy had their own problems. A pair of light, fully-body covers lowered to pin their wings.


Fluttershy was easy, given her wings were already retracted in fear. A top mount sat on her back as the covers fell over her sides, keeping her wings from spreading or exposing them to the outside air if they could. Straps on the bottom swung under her belly to lock the wing-covers together.


Rainbow Dash, however, wasn't giving up her wings without a fight. While the limbs holding her wings tried to make her retract them, she wasn't having any of it. "Get away from me! You're not clippin' this bird's wings! I'm not closing 'em, and you can't make me—eeeeeee!"


One of the limbs turned into some kind of cattle prod and lightly tapped her right under the joint of one of her wings. The reflex motion caused her wings to retract, and she too was subjugated.


"No!" she whined, almost in tears. "That's not fair! Y-you can't just..."


"All standard gear successfully issued," CAIRO said, his tone jovial. "Welcome, new 'Mandeville Arms' employees! Before being released to the worker's quarters, all workers must receive equine-employee status markers. Please hold still."




They all tried turning to see what caused Applejack to cry out, made difficult by the manacles.


"What'd it do?" Pinkie asked.


"It... stuck me!" Applejack told her, one of her eyes half-shut. "Stuck me right on mah' backside! Now it's... it's feelin' all numb."


"Applejack!" Fluttershy cried. "Watch out, on your right!"


She turned to see something most unwelcome. It was another of the metallic limbs, but this one held a metal shape much like a cookie-cutter, in the shape of the Mandeville Arms 'M' logo. It wouldn't have been a sinister sight, had its closest edges not been glowing red.


"What're ya' doin' t'me?" she asked it, trembling. Its only answer was to move slowly in towards her flank, and her—


"NO!" she screamed, trying her best to worm away from it. "Please, not that! Anythin' but that! YEH' CAN'T DO THIS TO M— Uh— Ahhh!"


"Applejack!" they all cried, as the implement met and pressed firmly into her flank.


A flame shortly shot up from the spot and the acrid smell of burnt hair filled the space. After what felt like an incredible length of time, it pulled back, leaving her to whimper with her head slack. The numbing agent had beaten-back a great deal of the pain she would have experienced, but not all of it.


Applejack finally dared to turn, knowing full well what must have happened. "No. No no no no no no no," she sobbed.


"M-mah' hat, mah' Cutie Mark. What else'r you gonna take from me?"


"Your Cutie Mark?!" they gasped.

Her right Cutie Mark was a ruin: the 'Mandeville Arms' logo burned into her, leaving an ugly, angry mix of red, black and her orange coat. She could still, somewhat make out the three little apples she was so proud of behind this graffiti, but barely.

"No! NO!" Rainbow Dash cried, as she too was delivered the numbing shot. "I'LL DO ANYTHING! JUST DON'T BURN ME! DON'T BURN ME! NOOOOOOOOO!"


She howled, tears welling as she grit her teeth, while the brand did its work.


Fluttershy watched on, trembling and hyperventilating as she realized she was next in line.


"F-Fluttershy, it's going to be okay!" Dash said. "It's not so bad, just think of something else! Think of home! None of this is real, it's all a nightmare!"


"I... I can't!" Fluttershy squeaked, as she too received her shot.


Dash shouted, offering her left foreleg. "Fluttershy! Bite down!"




"Bite down, as hard as you can! It's going to hurt, but it'll help, I promise it'll help!"


Fluttershy merely trembled, eyes wide as the brand approached her. Eyes streaming, she bit down onto Rainbow's leg just as fire met flesh. She wasn't much of a biter, but Dash could tell it was better than nothing, as she whimpered pitifully.


Twilight realized she was now next, and after what she'd seen, she wanted to be anywhere else. She couldn't take it. All of this was too much. She felt the sting of the injection, felt a moment of pure, blinding panic, and then fell into blackness.




Twilight awoke feeling warm and cozy. She hadn't opened her eyes yet. The sun must be up; her eyelids looked blood-red underneath, unlike the usual blackness.


She wasn't in her bed. She detected the feel and scent of hay beneath her. Perhaps she'd slept over at Applejack's after one of Pinkie's barn parties? That was too bad: she'd quite have liked some of those waffles Spike made—


Twilight's eyes jerked open, and she was awake at once. In an instant, a thousand little recent memories began trickling back in.


She was indeed lying in hay, but the hay was piled on metal tiles. She knew where she was now.


Rainbow's tones met her ears, a bit more bitterly than usual, but mostly friendly. "Oh, Twilight, you're up."


"H-how long was I—"


"A few hours. You fainted."


"I fainted?" Twilight said. "But... even Fluttershy didn't faint."


"Well, you've been through a lot. More than the rest of us anyway. It'd figure if a straw could break a pony's back, it'd be yours. I'm kinda' jealous, actually: wish I hadn't been awake for it."


"I just remember— Oh no!" Twilight stood up quickly from the hay and whipped her head around.


It was as she knew it would be. Her right Cutie Mark, ruined, marked now by the symbol of their captor. It still ached a little, now she was waking up. She sat back down, staring at it in silence.


"It's just... so wrong," Rainbow growled, staring at her own. Twilight could hear her wings fluttering about under the restraints she now wore, agitated. "I had such an... awesome Cutie Mark! And now it's wrecked!


"I remember when I got it as a filly. Everypony has that memory. What kind of monster does that to somepony? This Mandeville guy, how does he look at all of us, look at Equestria, and just decide he doesn't care? I bet they're all like that. Humans."


"I want to say he's just a bad apple, but I don't know," Twilight pondered. "Just look at this place, look at all the things he makes here. He sells this stuff to his own kind, stuff designed to kill.


"I'm not naive, I know some other cultures in the world are warring, but I just keep remembering that explosion at sea. Something like that, it's not built to protect anypony, it just destroys. Whole towns, indiscriminately! I just don't know. But maybe some of them aren't so bad?"


"Feh!" Rainbow Dash spat. "I'll believe it when I see it."


Twilight took a look at her surroundings. They were in a loosely defined room, separated by tiles behaving more like fences than walls. There was something of a roof, but it was more of an overhang, as outside the room was the true ceiling of a much bigger room, though not the massiveness that was the facility. What she'd taken for daylight before had been more tile-lights. Incredibly bright, leaving the enclosed room completely illuminated. The ceiling was a few stories high, two-hundred feet long and fifty feet wide, give or take. All comprised of those same tiles. The difference was that the space was fuller, both in terms of occupants and in decoration.


Most of the room was a high-tech stable, she realized. Stalls like their own placed length-wise before reaching a large, open space where the few dozen or so ponies were mingling.


In this mingling area, a large screen stuck out of the wall, for Mandeville to address them directly, no doubt. Those watching, mechanical yellow eyes stuck out at intervals, not moving. The stable itself had no door, which meant the ponies could move about freely, such as it was. At the wall-end of their stable, Twilight saw a machine that could only be a hay dispenser, given the bales in the long tray at its mouth. There was a trough filled with water as well. Twilight couldn't help crediting Mandeville on his word. It wasn't like he was making them sleep on the cold steel.


"Uh, Twilight?" Dash said, not wanting to break her concentration.




"Look, I hate asking when you just woke up again, but, about our Cutie Marks. Can you—"


"Fix them?”


"Yes.” Dash looked to be sweating. This was almost certainly why Dash had stayed here, if not only to make sure she didn't wake up in an unfamiliar place with no friends in sight.


"I don't know. Cutie Marks are pretty resilient. It takes a lot to obscure them, but I think we all know the heat did that. It might be possible to undo the scarring and bring it back good as new, but even if it was possible..."


Smiling humorlessly, Twilight tapped a hoof on the cap over her horn. Dash sagged, evidently not helped by this information.


"I'm sorry Dash. For all of this."


"No, stop it," Rainbow said firmly, "you keep blaming yourself for these things. It's not your fault that Spike's gone, it's not your fault you got angry, and it's not your fault that you wanted answers. Nopony made me jump underground. I'da' gone in after Mandeville whether you wanted me to or not. This guy, he's just bad news! And if he's after all of Equestria, I don't want to be anywhere else. I want to be right here to kick that no-good jerk right off his high horse!"


"Not so loud please, or we all might regret it," an older female voice cautioned. Dash and Twilight looked outside the stable to see a Pegasus mare, long pink and purple hair flowing back over a powder-blue coat. Her purple eyes gazed kindly at them in a way that reminded Twilight roughly of Celestia, but rough was still the word.


"Sorry Ivy.”


"Don't be sorry for wanting a little justice, kid. Just keep it low, or CAIRO might hear, and then there'll be trouble.


"You up-n'-at-'em then?" Ivy directed at Twilight. "Your friends were worried about the two of you."


"Two of us?" Twilight repeated dumbly, wondering if she only meant herself and Rainbow Dash.


A look behind her brought the silent, sleeping form of Fluttershy into view, sweetly bundled-up in her own haystack. It was enough to bring a smile to her face.


"Name's Ivy. I hail from De-trot. Oldest celery stalk in this icebox. Ponies around here sorta' made me their leader."


She offered a hoof.


"Twilight Sparkle," she said, taking it. "Originally of Canterlot, now of Ponyville."


"Sparkle? Oh no." Ivy suddenly winced. "Not Trixie's Sparkle?"


Twilight's face turned stony upon hearing the name. "The one and only," she muttered.


"Oh Trixie, I don't believe it." Ivy looked away. "She always talked about it, at first. That deal, I mean. She came in here all mussed-up and proud of herself. Said she was some famous unicorn, but I'd never heard of her. All that boasting, it didn't take long for her to rub folks the wrong way.


"Sure enough though, she was the best around here, as if that counts for anything. But after a few days she stopped talking about you and sorta' fell into line. This place'll do that to you. Hard to feel too proud with a slave collar around your neck. Didn't know what it meant that she got called up today."


"Called up?" Twilight glanced around. "Called where?"


"To 'see the boss', usually," Ivy said, contempt in her voice.


"See? But doesn't he just talk through that?" Twilight pointed at the massive screen.


"Not when he wants something in private.”


"So you see him, where he actually is?" Twilight asked. Why would Mandeville ever risk being in the same room?


"I know what you're thinking, and trust me, he's not that stupid. He makes sure that there's no hurting him. I can't say the same for the ponies that go in there though."


"He hurts them?" Twilight demanded.


"Not always, but it’s never been good," Ivy said, glancing out the corner of her eye. "It's better not to say, kid, there's enough nightmares to be had in this place."


"Trixie said that too, about the Earth ponies. What is Mandeville doing with the Earth ponies?"


"She did?" Ivy asked, turning away while not quite breaking eye-contact.


"Yes, she wanted him to let my friends Applejack and Pinkie Pie go. She even tried calling the whole thing off, but that didn’t work out too well, obviously."


"She said that?" Ivy asked, a smile growing on her face. "That's big of her, a lot bigger than I'd have expected."


"I don't care. She's the reason I lost my best friend."


Ivy gasped. "No!"


Twilight nodded. "Mandeville came after me, and found him instead. And now... now he's gone."


"You poor kid. I'm so sorry." Ivy brushed Twilight's bangs back and let them fall before wrapping her in a hug.


"Thank you," Twilight sighed, Rainbow Dash avoiding her gaze.


“So. The Earth ponies?" Twilight said, after a while.


"Hmm? Oh right." Ivy released her, clearing her throat. "Boss doesn't have a lot of use for them. He catches them now and then, but they can't make lightning or enchant metal, so he puts them to work the best way his creepy little mind can figure."


"Which is?" Twilight asked, a little annoyed at this runaround.


"Well, he doesn't know much about ponies in the physical sense, so he uses them for... tests."


"Tests? Y'mean like the fitness exams we went through?"


"No, that stuff is actually pretty harmless. These are more... well, experiments really. The way I hear, it's pretty random but... sometimes random is bad."


"What kind of things does he test for?" Twilight asked.


"Our tolerances, to certain gases, certain foods, certain poisons—"


"Poisons?!" Twilight shouted, drawing the attention of a few ponies.


Ivy nodded slowly. "Yeah."


Twilight recoiled. "That's sick! That's... twisted! How do they survive?"


Ivy sighed. "That's just it honey, sometimes they don't."


Twilight stepped back, her brows flat, yet her eyes growing wide. She searched the crowd: Applejack was drinking and Pinkie Pie was chatting with some seriously jaded-looking mares.


"No," she said simply. "I can't lose anypony else.


"Ivy, tell me that some of you are coming up with an escape plan?"


"I'm not, Twilight," Ivy told her, "I can't. The Boss knows who I am to these ponies. If I get caught, life gets worse for everypony here. He'll punish all of us."


"Ivy, you can't tell me nopony is doing anything—" Twilight began.


"Hold your horses, kid; I never said that.


"Some folks around here have been trying to crack this place. I dunno who, exactly. Less I know, the better, in case the Boss tries to wring it out of me one day. But ask around, you'll find 'em. It's a small cage."


"Comin' through!" Applejack cried, rushing their general direction, stopping upon spotting Ivy.


She stepped uncomfortably, like she was walking on hot coals. "Oh, Ivy! Hey, uh, could you direct me to the, y'know? ‘Facilities?’ "


"Oh." Ivy giggled. “Right over there." She pointed to a tile in the hall, set in the center.


"Where?" Applejack asked, looking around and seeing the tile. It was little more than a big oval drain set into the floor. Applejack turned a distinct shade of red. "Ooooh no, no way, sister! I might make do with the bushes when nature's callin', but no way am I lettin' loose in plain view of everypony!"


"We all have to do it, Applejack," Ivy said soothingly. "Nopony's going to look."


"No!" Applejack fired back, before bellowing to the sky. "CAIRO!"


"Oh boy," Ivy sighed. "She's just gonna make a scene."


"How might I be of assistance?" CAIRO answered, his voice contained to the nearby tiles. Evidently, the tiles all had individual speakers, granting his voice a sort of omnipresence.


"What made ya' think you could put a latrine in this place with no walls or doors to keep out pryin' eyes?" Applejack demanded.


"Why would this matter to an Equus sapien?" CAIRO asked with legitimate interest in his voice.


"Don't go answering mah' question with a question, bucko!" Applejack bristled. "It 'matters to the Eek-wuss sapian' cause' we don't like doin' our private business for everypony to see!"


"Interesting. And yet Equus sapiens do not betray any desire to cover-up their secondary sexual characteristics."


"Well, we've got our natural coats and all.”


"Please forgive this misunderstanding. It was assumed by your species' tendencies towards nudity that you had no concept of shame."


"Yeah, well." Applejack growled at the sentiment. "Now yeh' know better, what're you gonna do about it?"


With surprising immediacy, the tiles around the latrines throughout the stables retracted and rearranged, until steel walls rose from beneath and hid them from immediate view.


"That's more like it! But, um. Could yeh' give it a cielin' too?" she asked.


This time the ceiling opened and offered a small, square metal cap to sit atop the four walls.


"It will take time to design a proper locking mechanism compatible with hooves, but we hope this swinging door will do for now.”


"Well thank you much, CAIRO!" Applejack replied, gratefully, stepping inside the now proper lavatory.


"Oh, mercy," she sighed to herself.


"Now deploying soothing lounge music," CAIRO added, evidently hoping to impress.


Indeed, the walls issued with a soft, quiet melody.


"Now yer' just being ridiculous."




A while later, Rarity made her way over to check in. She seemed in relatively good spirits, all things considered. "Oh, I'm so glad Applejack was able to browbeat that machine into putting up proper washrooms.


"Could you imagine?" She crinkled her nose. "Moi, forced to do something so degrading?"


Ivy frowned. "I'd mind the snobby attitude around here, missy. I'm grateful and frankly amazed that anypony could play CAIRO like that, but don't forget that all of us here were without privacy every day before you came along. Keep that attitude and you're not likely to make friends here, with ponies that did suffer all that embarrassment."


With that, Ivy cantered off, evidently feeling she'd welcomed the newbies properly by now.


"I'm actually surprised it was Applejack who lost it and not you," Rainbow Dash said, smirking.


"Dear," Rarity chuckled. "Knowing the available amenities is crucial to maintaining one's self. Applejack's survival instinct was to keep herself hydrated lest the pipes turn-off. Mine was to see just how I'd keep my mane under control after those ruffians took our belongings. I noticed those —ugh 'powder rooms', —or pits, as it were— and, well. I was keen to avoid the matter as long as I could."


"Hey," Twilight asked, poking Rainbow Dash. "How's Fluttershy? Has she been asleep this whole time?"


Dash's ears flattened against her head. "Not when she first got here," she answered, bitterly. "I'll never forgive that Mandeville guy for this! When she saw what happened to her Cutie Mark, she was so heartbroken. I mean, we all were, but this is Fluttershy we're talking about!


"She's been my oldest, closest friend since I was just a filly back in Cloudsdale, and I've never seen her like she was. Didn't sob or anything, she just curled into a little ball, sat there and cried. If we ever get out of here, she's going to have nightmares about this place for the rest of her life. Even if she gets out, she won't really be free."


"I'm not sure any of us will be," Rarity added. "I mean, I like hay as much as the next pony, but is that really all we must subsist on here? My mouth feels dry already."


"So what do we do about Pinkie and Applejack?" Twilight asked, hoping they had better ideas than her. "We're in for some hard work, but who knows what they'll do to them in the testing?"


"I've been thinkin' about it since I heard," Rainbow said, "and I don't know. Unless we can escape this place hours after getting here, I've got no idea how—"


With that, a claxon sounded and the ceiling above them folded opened to the tile-filled sky, as did the roof of every stable-stall.


"A new labor cycle is imminent; please remain still," CAIRO said as dozens of padded claws on wires descended upon them. One by one, ponies were seized around the belly and hoisted out of the worker's quarters.


There was a distinct lack of panic for what looked much like a raid.


"Fluttershy, get up!" Dash shouted, prodding the pink-haired pegasus' inert form, which stirred drowsily.


"Wh-wha?" Fluttershy said, before her eyes went wide as saucers. "Rainbow! Watch out!"


Rainbow Dash shrieked as one of the claws plucked her suddenly into the air.


"It's okay, I'm alright!" Rainbow called back, hooves drifting limply below her as she was hoisted through the maze of girders, off to parts unknown.


"Do you think she'll be okay?" Fluttershy asked, wide awake and shaking.


"I think we're all about to find out!" Rarity cried, noticing three more claws coming their way. In mere moments, Rarity, Twilight and Fluttershy were airborne, watching Applejack, Pinkie Pie and the other ponies below shrink from view.


"Fluttershy, I think we're going to separate places!" Twilight shouted. "You should be going to the same place as Rainbow! Try not to be scared!"


"I'll try Twilight! Eep!" Squeaked Fluttershy, as the claw whisked her off in a separate direction from the two unicorns.


"She'll be okay, she's just going to be kicking clouds," Rarity said. "I just hope she knows how."  


For a while, they watched as they cruised through the facility again, before they saw an open-topped structure where their fellow unicorns were being prepped for work.


Each pony had a stall facing the same towering wall, with the stalls arranged into four floors, each floor with a wire running across the length of the wall, like a clothesline. It reminded Twilight of a prison block. Both of them were lowered in front of the stalls, which slid out like drawers to admit them.


Once they were in the stall, a pair of mechanical limbs reached out and seized their collars, forcing them to face forward. This done, the stall slid back into place, cutting off any escape or view, save for a head-sized window in front of them.


Once the unicorns were all settled in, CAIRO spoke to them. "To our newest Mandeville Arms employees, welcome! To our established staff, welcome back! This annex of the facility is called 'The Arcanery'. Here, you will fortify Mandeville Arms materials with anti-five enchantments. If you are unskilled in this area, assistance is available."


None of them asked for help, and some even grumbled. Evidently, they'd all heard this before.


"Very good. Production will begin in 3... 2... 1..."


As promised, panes of glass, metal ingots and bits of ceramic wheeled before them on the wire. Twilight heard a click and felt a sudden relief as the very tip of her horn-cap flipped back, exposing her horn to fresh air. A deep purple glow filled her vision as pent-up magic made its escape. In front of Twilight was a plate of dark metal, and around her she could see her fellow captives wasting no time casting the enchantment, the objects in front of them glowing an appropriate color.


Twilight cast hers as well. A simple spell, really. Once all the bits in front of them were enchanted, they collectively proceeded to the right, in front of a—


Twilight gasped in at what she saw through the corner of her eye. A little tool was firing something at each of the pieces they'd enchanted, something with a pointed end colored deep blue. There was no mistaking it: it was a unicorn's horn.


It was attached at the end of some device, and that device was channeling a basic levitation spell onto the pieces. Testing them, to ensure the enchantments had worked. It was monstrous. Even if the unicorn in question was still alive.


Twilight shuddered at the idea of losing her horn, of being suddenly without her magic. She was sure it was the same for any unicorn, but her special talent was magic. Twilight wondered only a moment if there was any point to checking the enchantments here.


But of course there was. It was an example, and a reminder. A reminder of what might happen to them if they acted out, didn't cast a satisfactory enchantment.


Tried to escape.


"You have ten seconds to cast an enchantment before disciplinary action is exercised," CAIRO boomed, his voice confined to her stall.


"Right, sorry!" Twilight cried, casting a spell, while making a mental note not to let her thoughts wander too far from her.




It was a few hours of the same monotonous task, over and over and over again. It was dull, it was unfulfilling. But it could have been so much worse.


Twilight realized even further that Mandeville was true to his word. They were worked till exhaustion, but once Twilight felt close to collapse, CAIRO immediately asked her to stop, rest, and even offered her some sort of vitamin water.


She wondered if the threatening mechanized horn to their right was bluffing a little. Mandeville clearly had no intention of constantly replacing ponies, but needed them scared into obedience regardless. But she wondered how long that would last.


If Mandeville moved into the open, in conquest of Equestria, he might have ample opportunity to take prisoners. And therefore find his workers here far more of an expendable commodity.  


She hated the idea that she could even understand Mandeville's train of thought. That the capacity for such sadistic strategies existed within her, even retrospectively.


It made her wonder, as the shift ended and they found themselves whisked back to the stables. She'd figured by now that the human species must function on a completely different wavelength than ponies, but this made her wonder if they really weren't as different as she thought.


Within the same minute, Twilight, Rarity, Fluttershy and Rainbow Dash found themselves back in the stables with Applejack and Pinkie Pie.


"You girls okay?" Pinkie asked, looking them over.


"How bad was it?" Applejack added.


"I feel a dreadful need for a bath," Rarity replied, "but otherwise it wasn't as awful as I expected."


"They had us in these cages," Twilight explained, "just casting the same spell over and over again,"


"They put me and Fluttershy in with the other pegasi in this room with all these mad-scientist-looking metal balls and coils in the walls," Rainbow recalled. "He filled it with clouds somehow and just had us all keep kicking them for lightning.


"Not too bad, as long as you switch your kicking-hoof now and then. Even Fluttershy got the hang of it after a bit."


"But forget bout us," Fluttershy said, looking the two earth ponies over, "what about you two? Rainbow told me what they did with earth ponies here! Are you... okay?"


"Ease-up there, sugarcube," Applejack smiled, "CAIRO told us earth ponies get one shift for every three a' the unicorn and pegasus folk's. We don't have to go in for another day. After that though..."


"No." Rainbow stomped a hoof. "There's got to be a way of getting out of here before then! I'm not gonna let them do freaky tests on you, no way!"


"You may be in luck then," came a youthful male voice in a less-encountered accent. They turned to see a tan, weedy stallion with a faint purple mane looking at them.


"Oi, name's Tumbler," he greeted, offering a hoof to them all in turn. "Saw you'd met Ivy. Word on the round is you lot are the rescue-team from Canterlot."


"Fine meetin' ya' Tumbler!" Applejack replied neighborly. "I'm Applejack, and they're Twilight Sparkle, Pinkie Pie, Rarity, Rainbow Dash and Fluttershy. But how'd you figure us for a rescue team? Hadn't thought anypony'd said nothing."


"I'll admit, you don't look the type," Tumbler answered, "but some of the more local ponies swear you're the ones what defeated Nightmare Moon and Discord using the Elements of Harmony! Could it be that's true then?"


Rainbow blushed. "Well, we don't really like to brag," she said, causing Applejack to turn and leer at her.


"Oh, brilliant!" Tumbler blurted clearly floored. "But how'd you get yourselves caught then? What about the Elements?


"Oh, baubles! He hasn't got them, has he?"


"Actually, we didn't bring them," Twilight admitted, not sure if their situation would be better or worse if they had. "We had no idea when we came here that this place would be so huge, or that we'd have such a force to reckon with. The Princess did send us though, and it's our intention to do anything we can to free everypony here and throw a spanner in Mandeville's plans."


"Pardon me, darling," Rarity broached, "but that is a Trottingham accent, is it not?"


"Yes mum," Tumbler confirmed.


"How in the world did you wind up here?" Twilight asked, boarding Rarity's train of thought.


"Well I came to see the big Equinox celebration, didn't I?" Tumbler answered, as though it were obvious.


"Didn't you?" Pinkie asked.


"Well a’ course! Wouldn't have missed such a historic to-do for the world! Then of course, walking down the road, feel a sting in the neck, n' I find myself in a rather unwelcome place getting a rather unwelcome orientation."


"Hey, your cutie-mark is a lock!" Applejack noted upon looking at Tumbler's flank. "That mean you've got a special talent for escapes?"


"Ha!" Tumbler barked. "I wish! Nah, I'm just your humble locksmith."


"But surely that must count for something!" Rarity pressed him. "Like these ghastly collars perhaps?"


"Already had a go or two at that. Even if I could find something to pick the locking mechanism, I just can't access it. Tucked away inside. I can only figure these unlatch with a remote signal, and we're not exactly swimming in wireless equipment.


"Still, I've been checking this place's every corner for weak spots. You know, like the hay-chutes, anywhere you could force that might lead somewhere."


"Had any luck?" Twilight asked.


"No," Tumbler said, sagging, "this place may as well be hewn out of stone."


"But you said we might be in luck?" Dash frowned.


"Too right, might be. See, we're bein' watched! Anywhere I've had a good poke needed a bit of discretion. Only place I haven't checked is the head."


"Head?" Pinkie asked. "Whose head?"


"The little colt's and little filly's room," Applejack explained.


"Right," Tumbler agreed, "could never check it properly. It's been right in the middle of the room, dead center of the surveillance stuff. No way to check it in the open like that, at least till—"


"Until Applejack got a proper housing put over it!" Rarity exclaimed, a surge of understanding coming over her, before she wilted before them. "Eww! But is that really an escape route we want to use even if it does get us out?"


"Yes!" came a united, exasperated cry from the others.


"Yes, you're right, priorities and all that. Have you been trying it at all since?"


"I'd been looking at it a while before, but didn't dare fiddle with the thing before the housing," Tumbler explained. "But, it seems like it's just sealed into the floor. Give it enough abuse and it's bound to come free. I can't stay there long or CAIRO will suspect something, but with more ponies in on the plan—"


"We can each chip away at it till it's free!" Twilight said. "We can escape one by one! He might not even notice we're missing for a while!"


"But the plan would only work with a few ponies," Tumbler said.


"Why not everypony?" Twilight asked. "There has to be a way—"


"All these ponies? Escape, navigate out of this maze, without getting caught? It's just not happening. A few is all we need. A few can get word to Canterlot, and then we're all as good as rescued. It's rough here, but we're surviving. If you do make it, we'll be pulling for you."





At first it felt like an exercise in futility.


Rainbow Dash and Pinkie Pie made for the restroom first. They grabbed and tugged, but their technique barely caused the floor-level bowl to budge. Throughout the day, Rarity and Fluttershy had had their tries as well.


It wasn't until Applejack had her turn —much later, since her first bathroom break had caused such a commotion— that any progress was notable. Unafraid of dirtying her hooves, she'd gotten a good hold of the lip, where the flushing water dispensed, and rocked the ceramic enough to notice a definite knocking as the sealing broke.


It was a considerable victory, and spirits were high until CAIRO's voice flooded the stables. "Would 'Spring Fresh' please approach the monitor? Repeat: Would 'Spring Fresh' please approach the monitor?"


Instantly, ponies were looking left and right, and a buzz of whispering and grumbling filled the great room.


Twilight saw Ivy near a water fountain and cantered over. "What's going on, Ivy?" she asked. "Why did CAIRO just call somepony?"


"She's going up to see the Boss," Ivy said, bitterly. "Nopony ever says why, when they come back, but we have a pretty good idea.


"Oh no," she said.


Twilight whipped around to see what had made Ivy react, only to see a lone, trembling, green-coated unicorn mare with a wild, dark green mane slowly make her way through the room and under the massive screen.


"Very good," CAIRO said, "now please step into the module."


Eyes wide, Spring Fresh waited as the tiles in front of her folded back and another small room moved forward, awaiting her. She stepped in, shaking like a leaf as the room sealed itself again. The ponies in the stables only heard the mechanical noise of the room 'click-clacking' away.


After the crowd dispersed, Twilight took her turn in the restroom. It wasn't porcelain like she'd been expecting, it was a tough ceramic material, likely the same thing that made up the white armor plates of the CID soldiers. If that were true, then it could take a little abuse.


After a few test-kicks, she laid into it with more force, until she heard and felt something give, along with the groan of metal pipes. Turning to see her handiwork, she found the bowl freed, and could see the space underneath. For now, she'd leave it be. But come later that night, they'd make their escape.


Emerging from the bathroom —making certain to activate the flush, just for show— she was greeted by another blast of CAIRO's voice. "Would 'Twilight Sparkle' please approach the monitor? Repeat: Would 'Twilight Sparkle' please approach the monitor?"


There were gasps and muttering everywhere, and the sound of hoof-falls grew ever louder as Twilight's friends and Tumbler galloped over to see her.


"Twice in one day?" Tumbler wheezed. "This has never happened before. That other filly hasn't even come back yet!"


"Alright, enough's enough," Applejack growled, turning to confront him. "What's Mandeville doin' to the ponies that go up there?"


"Nopony is sure, they never say!" Tumbler cried, retreating a step.


"No, but you guess, so get to guessing!" Rainbow cried, joining Applejack's posturing.


"It- it's not for me to say!" Tumbler sad. "We could be wrong, and then I'd be scaring her witless!"


Then don't tell her, tell us!" Applejack said.


Tumbler stared anywhere but into their eyes, before taking a deep breath and whispering to the pair.


"No!" Applejack recoiled, while Rainbow's jaw went slack.


"There's no way we're letting her go up there, AJ!"


"Darn tootin'!" Applejack agreed.


"Yes you are!" Twilight shouted, firmly. "You ponies are talking like I'm not here, and making this harder than it needs to be!"


"B- but, Twilight—" Rainbow spluttered.


"I appreciate what you want to do for me," Twilight said softy, "but whatever happens up there, I'm coming back. I'll live.


"Right?" Twilight asked, turning to Tumbler.


"Y-Yeah," Tumbler cleared his throat, fidgeting constantly. "None of 'em that went up failed to come back down in the end."


"See?" Twilight smiled, putting on her bravest face. "Look, as long as we're in here, Mandeville's got us under his control. If we break his rules, resist doing what he wants us to do, he's just going to hurt us and our friends even more. I'd rather walk into that room proudly than be dragged off. See ya' girls."


With that, Twilight took the long walk to the newly arrived module, which CAIRO then commanded her to enter. She stepped in and heard the room seal behind her.


The truth was, Twilight was terrified. She didn't know if she'd face tests or torture or whatever other sick machinations crossed Mandeville's mind. Alone, away from view of her worried friends, she could finally walk towards the glass wall at the back of the room, lie down and let all her shakes out. She felt sick, though not half as sick as when she saw the Library ablaze. Keeping things in perspective served well to stop her from freaking out in this place. This insane, alien place.


By now the module had begun to move, and Twilight could see the facility around her again. She was headed deeper, far deeper inside. Surely further from where they'd first entered on the forest path, and further down, so Twilight could clearly see what, for now, was the bottom.


Covered in splintered rock, the earth-moving machines worked tirelessly under the floodlights to exhume the lower levels. Curiously, every tile she could see near the rock (and she could see quite a ways) angled downward, pressing into the mulch of dirt and stone. After a few moments, she felt incredible vibrations and looked wildly around for the source, until she realized the tiles, in unison, were shoving it deeper underground. Into what, she had no idea, but amid the plumes of rising dust she saw the rocks sink five. Ten. Twenty feet!


This was the source of the noise and the tremors in the Everfree Forest: The contents of an entire mountain being shoved further underground. But if they were doing that, then there had to be a way for air to get in afterward, or else the entire facility would be subjected to a tremendous and explosive decompression. However strong Mandeville's walls were, the pressure would rip them to shreds.


Looking up, Twilight got her answer. Like a massive checkerboard, the roof was peppered with tiles that had opened to make a patchwork of skylights. Heavenly shafts of light shone down, the closed tiles black as night by contrast. Fresh air and freedom laid above her. So very far above her.


But it only lasted as long as necessary, until the tiles shut themselves again, the sky and sun snatched from her once more.


Staring forward again, Twilight nearly smacked herself at what she saw passing beneath her. It was far too familiar.




A wondrous few acres of actual farm land, set on top of a vast array of tiles.


Corn, strawberries, wheat, apples, cherries. It was all down there, if perhaps not in an amount that would be of any good to a farmer trying to profit from their crops. And beyond, another module which only got larger in her field of view.


It was unlike the others, ridged in triangular panels and incredibly strong-looking as a result. There were windows, or rather, portholes set into the side in places. But before her was a docking place, which Twilight's module opened up to admit.


Once she'd come to a stop, the sturdy, solid looking door in front of her slid to the left and into the wall, allowing her access to the inside.


"Oh!" cried Spring Fresh, whose back had been against the door.


Spring Fresh had nearly retreated straight into Twilight before noticing her, upon which she immediately faced her and made her way to the back of the room. She was quivering, ears folded down, mane a mess, though not visibly harmed.


"Are you okay?" Twilight asked. "What happened?"


Spring Fresh didn't answer, and actively avoided her gaze. "Y- you have to go," Spring Fresh told her. "He'll be mad."


Twilight obeyed, walking out of the module. The door began to slide shut, making a considerable noise as it did. Twilight barely made out Spring Fresh's voice as she called out, but she clearly made out the word "relax" before the door sealed.


It was only now that Twilight bothered to look around at where she'd stepped into. She was seeing more normalcy on this trip than she'd seen in all of Mandeville's facility. First the sky, then the fields, and now a space that looked like the cover of one of Rarity's trendy housekeeping magazines.


It was a house, though not like one would find anywhere in Ponyville. Even for Canterlot it would have been unique. The floor, the walls, the ceiling, all purest white, diffusing the light from the few lamps around the room, and even a few false-windows with lights bright enough to create the illusion of natural sunlight. The furniture was typical, shelves on the wall, a bookcase, sofas, chairs, coffee table, all jet black. However, there was an odd sort of minimalism to the furniture's design, a geometric consistency in the shapes that gave the impression of sterile cleanliness and upscale living.


A shame it was such a pig-sty.


From the shelves to the coffee table, clothing, bottles and aluminum cans littered the place. Stacked and left there as if the owner no longer felt they had anyone to impress.


Given she'd been greeted by nobody else, she proceeded into the other rooms, stepping cautiously. She passed a kitchen, lounge, and a room with a large screen in it trailing cables to some black and green box with the letters "720" running across it in white.


She turned a corner into the last room she could find. It was dimly lit with red lamps, but it was clearly a bedroom, a large, cushy looking king-size at the back. The bed was unmade, but then, why should she expect neatness from him now? An odd sort of odor hung in the air. Twilight couldn't place it, but if this was where he slept, it might have just been his typical human aroma. Or a genuine lack of hygiene.


Suddenly she heard the sound of a toilet flushing and saw the man himself enter the room. "Ah, Sparkle! There you are," Mandeville greeted, smiling. He adjusted his shirt contentedly.


"Mandeville," Twilight hissed, leering. "Always thought you'd be taller."


It wasn’t quite true. On the screen she'd seen him on, he was larger than life. She had an idea of how big humans were after seeing the images of Mandeville with Spike in the Library, but with the top of her head reaching his chest and his muscle-build quite undefined, the similarities to his relatively powerful primate brothers were far less obvious. One of his gorilla cousins would have dwarfed him. Still, this left him two heads taller than she was. Celestia herself was shorter in stature...


"Well," Mandeville chuckled, tightening his belt, "in my world they say the camera adds a few pounds, but I can't say I've heard anything about height."


"Why am I here?" Twilight asked flatly. "What are you going to do to me?"


"Do to you?" Mandeville asked, smirking at the question with rising eyebrows. "What makes you think I'm going to do anything to you? I just want to talk."


"Everypony who mentioned you calling ponies up here refused to even say what they thought happened up here." She tried to appear annoyed, as tremors in her hooves betrayed her. "Y- you've got me here, and as long as I'm here there's no point stopping you, right? You'd just make it worse or hurt my friends if I resisted.


"So whatever you're going to do to me, whatever you did to that mare who was in here, get it over with and let me go back to my friends."


"Oh!" Mandeville laughed. "Oh, that. That's not why you're here Sparkle. Our appointment is far more ‘professional.’ ”


Twilight found a nearby sofa and sat herself on it. “Well, I’m a busy mare,” she said, doing her best to gain ground in the conversation. Mandeville smirked at the sight and sentiment.

“Whatever you brought me here for, please get to the point so I can return to my f—”


“First thing’s first, buttercup: some ground rules to this little rendezvous. You seem to have the idea already, but I go over this spiel with everyone.

“Have any bright ideas about taking me out? Stow ‘em. You've got no magic, and if you trampled me to death, my vitals are rigged to a dead-man's switch. Get cute, and your friends get gassed.


"Best you could do is knock me unconscious, I suppose, but these doors don't open without my say so. It's like you said Sparkle, you're stuck here, where I want you, until I'm done with you.”


Twilight groaned. “Yes, fine! But before anything else, I want to talk about the working conditions of the earth ponies.”

Mandeville sighed. “Here we go...”


“You circumvent the philosophical norms that compose the ethics of the scientific method, by randomly testing potentially hazardous materials and technologies onto live, sentient creatures, whose species are more than proven capable of calculus!


"Why would you do something like that?" Twilight asked, not looking at the man who was alien to her in so many ways. "That's just not right!"


"Because it creates suffering, a thing of which you ponies don't know or understand. It'll be better if you do, you'll appreciate your lives here far more."


Twilight glared at Mandeville. Unable to retaliate in any other way, she leapt off the couch and faced him eye to eye.


"Is that what this is about?" Twilight glared, trying to get inside Mandeville's head through those great green eyes. "You think our lives will seem better if we suffer first?"


"That's certainly part of it. But not the whole thing. It's more that your kind deserve to know what real suffering is."


"Just what is it that makes you so qualified to tell us what we deserve?" she demanded. "How did you suffer in any way that justifies what you're doing?"


"I've suffered a Hell of a lot more than a lot of people, Sparkle, even on my world," Mandeville shouted, leaning towards her until they were nose to nose. "You lost your little lizard buddy, did ya'? At least you grew up with a mother!"


Twilight's expression softened. "You never had a mother?"


Mandeville's eyes closed, and he breathed deeply before answering. "No, Sparkle. My mother died giving birth to me. It's rare, in a prosperous nation, in a wealthy family, that birth complications end fatally for the mother, and yet it happened to us. So I killed your friend? That's nothing when you think about how I killed my own mother."


"Wha— No, no, that's not true!" Twilight protested, too shaken by the idea to remember who she was comforting. "You didn't kill your mother, you were just a baby, it wasn't your fault!"


"Wish you'd been there when I was growing up Sparkle, it would've been nice to hear that before I was ten years old," Mandeville grumbled as he got off the couch and walked across the room, staring out one of his porthole windows.


"What does that mean?" Twilight asked.


"My father loved my mother," he said. "He raised me for her sake, but he never loved me. He never struck me, never abused me in the traditional sense. Never fed me a poor diet. But he hated me all the same.


"He blamed me for my mother's death, called me 'murderer', explained how I killed her, and how much better everything would be if I'd never been born."


Twilight stared, almost unable to comprehend what she was hearing. "That's—" She choked, almost ashamed to realize she was close to tears. "That's awful! That's one of the saddest things I've ever heard!"


"Of course, it was only the few times he got raving drunk that he said these things, and he always apologized and assured me he hadn’t meant it. But alcohol is a powerful truth-serum if nothing else, and you can’t just take back the kind of things he’d said to me. I used to hide whenever he drank in a foul mood, but later I stuck around sometimes, just to hear if he felt any different. And then that word again. ‘Murderer.’

“Can you imagine what that would do to a child, Sparkle? What he did to me?" Mandeville asked, turning to look at her, his facial muscles taut. "I believed him. For years and years, I remembered that shitfaced bastard making me apologize, simply for being alive. And I was sincere."


Twilight stared, thoughts of her own beloved parents flooding her mind. They were good memories, and to picture the scenario Mandeville described was too painful and wrong.


"I lived a harsh life under my father. Suffered through years of Doc Jekyll and occasional evenings of Old Man Hyde," Mandeville said, a smirk suddenly adorning his face, "before recording one of his many gin-soaked verbal tirades and getting the police involved. I was taken from my father and lived with foster parents who showed me the first real kindness I knew. That, and pity. I never heard a word about him until I was grown and in college.


"College I had to earn on my own merits, through a scholarship. I was gifted, you see, in understanding electronics and mathematics, and developed some impressive artificial intelligences in school."


"'Artificial intelligence'?" Twilight asked


"Computers function by code, using billions of logic-based true/false values to calculate in ways useful to us," Mandeville answered. "An artificial intelligence, or 'AI' is a sophisticated code that tells a computer how to interact with subjects or circumstances in a virtual world, or in the real world. That's the layman version, anyway.


"CAIRO was my magnum opus, a computer that oversaw its own code, could evaluate it, and improve upon it. He could learn. He could evolve, in essence. There were dangers to this, of course. The old tale in my world was always that we'd one day create a self-perfecting synthetic organism and render ourselves extinct as the lesser species. I countered that with firmware, which forbade him from taking certain routes of logic, and directed him in how he may improve himself.


"For instance, CAIRO is smart enough now to second-guess me, but he's hard-coded to inform me of his thoughts when this happens and await my express consent. If not for that... well, let's just say Sparkle, for as highly as I deem logic, pure logic can work against beings like us with minds not bound to it.


"Anyway, the University got spooked by CAIRO even though he was just code in a little desktop tower at the time. They threatened my expulsion if I didn't relinquish and destroy the source code. Too afraid of what might happen if my code reached the Internet."


Twilight barely registered a frown before Mandeville answered. "Oh of course, you wouldn't know. Wonderful thing, the Internet. Every computer on the planet, hooked up to a global network. Accessible by anyone, a place to talk with others on the other side of the world, receive news as it happened, access a database of images and information as grand as can exist. In effect, a library for everything. All at the speed of light."


Twilight stared off into space, the idea captivating her. Intoxicating. "That sounds amazing. Incredibly, incredibly amazing."


"Yes, well," Mandeville said smiling, "When I refused, I found my home had been broken into. Searched top to bottom, hard drive stolen. So my little spot saved online kept CAIRO from being destroyed. It was a few months of working at an electronics store after that before things came to a head. Turned out my dear-old-dad had hanged himself."


"Hanged?" Twilight asked, once more at odds with an unfamiliar term.


"Strapped a ring of rope to the ceiling, climbed atop a bar-stool, put his head through the loop and fell, strangling himself to death."


"He—" Twilight recoiled. "He killed himself?"


"And left the family fortune to me," he said. "Nobody knows why, though I like to think he finally realized what he'd done to me and tried to make up for it.


"Anyway, that kind of money meant I could go into business for myself. I had CAIRO, now I had the money to make him everything he could be. Bought a little island in the Atlantic Ocean, in a country where regulation was poor, and nobody would stop me developing CAIRO, not that I shot my mouth off about him, given past experience.


"Started as a warehouse, where I constructed CAIRO's framework. For the first time, not only could he upgrade his code, he could actually replace and upgrade his parts with the use of robotic limbs. He'd tell me what he needed and I'd have it brought to the island, until he decided that was too slow, and had me bring him the raw materials to create mills and machines that could manufacture and design parts.


"Once that happened, CAIRO surpassed everything I'd ever dreamed. His constantly refined and perfected electronics made him intelligent, complex. And it wasn't long before this facility reached the grandeur you see before you.


"But we wanted to change the world, for the better. We needed a legitimate means of doing that. CAIRO decided that weapons manufacture would be ideal, and I agreed. We made a killing, since CAIRO could refine weapon designs the way he did. On the side, we aided revolutions, made trade difficult for the wrong regimes. We started making a difference."


"Difference?" Twilight wondered aloud, intrigued, but slowly burning out on such floods of information. "Difference in what?"


"In humanity," Mandeville said, simply. "My world, as you've gathered, is not an ideal one. Our global resources are dwindling, the world population is out of control. We're not doing nearly enough to reverse the effects of our early pollution. It's a combination of ignorance, greed and natural progress.


"We could probably solve a lot of our problems with certain technologies that were developed, but nearly all of it was bought by the people profiting off the status quo, patented to keep others from using it, and then hidden from the world until the patent runs out."


"That—" Twilight said, frowning. "How can they be that selfish? None of that makes any sense!"


"Companies in my world are like small countries, Sparkle," Mandeville said with equal revulsion in his voice. "They're huge, powerful, and will do anything to stay relevant. That includes holding the world back so they don't become obsolete."


"And nopony is going to stop them?" Twilight said, finding herself more upset the more she considered the implications. "I mean, what will happen if it stays on that course?"


"Global cataclysm," Mandeville answered, far too casually. "Famine, steep population decline. The whole system will collapse, and until they rebuild it to cope with those circumstances, it'll stay broken. It won't be the end of the world, but it'll be pretty bad."


"And your 'difference' was to make more powerful weapons?" Twilight asked, shaking her head violently . "How does that help anything?!"


"It was just a starting point, an industry that I could advance globally without skirting patents. Something that provided me with personal security in case my competition got tired of me. I needed to establish that I wasn't to be fucked with, so when I moved on to other industries CAIRO could improve, none of them could threaten me.


"But then we screwed-up."


"How?" Twilight asked.


"We got some bad information regarding a cause," Mandeville said bitterly, "and gave weapons to a regime that ended up being a gaggle of loons. They happily used my tech to rampage through a major city, in one of the worst, most effective terrorist acts in recent history.


"Needless to say, them being caught with my stuff wasn't good. Nothing official was done, as we could rightly claim it was a clerical error, but the media had a field-day and a lot of people blacklisted us. They sent some people to investigate the facility. I expected they were there to map the place for some kind of silent takedown when they couldn't pin me the old fashioned way, so we made that little tour you and your friends experienced.


"It looked like a real tour, but mostly it was staged to show my visitors what would happen if they sent any kind of military force to my island. The MISS was a great idea, but mostly a scare-tactic to keep them from trying to bomb me or something.


"But I guess they found a way around that, because here we are."


"That's it?" Twilight asked, hoarsely. "They couldn't prove you'd done it on purpose, but they tried to kill you anyway?"


"I was too much of a threat, I suppose," he answered in deadpan. "That's how it goes though: no good deed goes unpunished."


"Then, between your father and everything else," she said, pondering, "it's not your fault really, that you're like this—"


"You fucking ponies, you're all alike aren't ya'?" Mandeville spat. "Always comes down to how much fuckin' better you and your world are than mine. You look at me, you hear my story, and then you tell me, 'oh, no wonder he's so horrible, he was messed up as a child, never learned right from wrong!’ "


"I never said—"


But Mandeville was on a roll. "No, but it's what you meant! Don't you lie to me! Don't even lie to me! You judged my entire species before we'd even met! The second you saw the kind of weapons we use in our world, you thought poorly of all of us.


"You're all so perfect, you pity us and our world for not having what you take for granted! You have magic? We didn't! Science, technology, that was our magic; the fruits of sheer diligence and ingenuity.


"You have a pair of goddesses that lovingly control the world, who do their duties every day, who can be seen and spoken to whenever. If any supreme beings exist where I come from Sparkle, then we've certainly never seen them or any evidence of them. We're alone, and a lot of the weaker-minded among us can't handle that fact. They invented legends and beings and realms to explain the world before we discovered science. They made rules to live by, and those rules got popular and strict and the keepers of the mythology became powerful as a result.


"In a world full of opposing legends, where the people were ignorant enough to take them as truth, we've created differing cultures with differing values, some of which are despicable when you look at them with any critical eye. Even in my day, when those who can see reason are growing in strength and number, many hate and fear us because of disinformation their holy books give them concerning non-believers to their brand of madness, to the extent that they'll trick you into selling them weapons, and then kill every man woman and child in a city block in the name of a god who thinks little old granny deserves to die because they can see more of her skin than a postage stamp!"


Mandeville took a few calming breaths. "So much of our warring and our hatred spawned from finding certainty within ignorance, Sparkle. All we really wanted was to find the truth, find that we're not alone, find meaning in our own existence. I've come to terms with knowing I will only live once, and that at the end of the day, the Universe doesn't care about what 'good' or 'evil' are, let alone which one wins.


"But you. You have those two. Nobody can deny they exist, nor that they do what they claim to. You are not so divided as us. And you take this for granted."


Twilight stood there, merely trying to process everything he was telling her. "You resent being looked down on, and yet you seem to think you're better than most humans."


"Most humans don't know what I know, Sparkle," he said. "They don't bother, too concerned with believing things because they want them to be true to look for real truth."


"Maybe you're right. But I still don't understand. If you've never met anypony you didn't kidnap, then why do you think we're judging you?"


"I told you how I first met Peppermint, forget already?" he taunted.


"Oh," Twilight said, staring at the carpet, "I thought you were lying."


"No. He was taken by CAIRO, but I wasn't even awake by then. We met later. Peppermint became Equestria's little ambassador. Over a few days, he stayed here, teaching me what he knew of the land, and I told him about my Earth, and humankind.


"All in all, nothing about him seemed judgmental until after I'd agreed to come with him to introduce myself to the world, and start my new life here. Offhand, he said something about how I wasn't so bad, despite my race, and how I might benefit as a person from learning how ponies did things. I didn't confront him about it, but it shook me, how condescending he was without even meaning it. After that, I had my first real abduction."


"Abduc— What?!" Twilight shouted.


 “I wasn't sure if Peppermint's attitude was typical, or unique," Mandeville said. "So I had my Spotters bring in a second opinion. A Pegasus girl. I forget the name, something about 'cotton'.


 "Anyway, when Peppermint walked in on her unconscious body being carted-in, he assumed the worst and attacked me before I could even explain. He'd called me a friend before all this, but at the first opportunity he turned on me like he'd been expecting it all along."


"So you killed him?" Twilight scowled.


Mandeville's face darkened, and Twilight instantly realized she'd made a mistake. "There it is," Mandeville laughed, mirthlessly. "There it is again! Guilty till proven innocent.


"No, Sparkle, I didn't kill him. He died in the course of testing much later, as the normals tend to do around here, unfortunately. I only had him sedated. I gave the girl her chance to redeem your kind, but no sooner had I welcomed her, explained myself and informed her she was to be released the next day, but she was caught attempting to escape that night. That was only the final nail in the coffin though. I'd had time to think, Ms. Sparkle, and I came to a decision."


"And what was that?" Twilight asked, cautiously.


"That if I was never to be welcome in my world or this one," Mandeville cried, "I was going to be every fear my detractors had of me!


" 'Murderer', am I Dad? 'Terrorist' ? 'War-mongering monster' ? Why not! I'll not only show you that monster, I'll make monsters of you too.


"This isn't the land of the 'Houyhnhnms', and I sure as shit aint 'Gulliver'. You're not better than me, you're not better than the human race, you're just a bunch of privileged high and mighty snobs, and I'm going to bring you all down to our level and show you the realities you never came to grips with!"


Twilight stared at Mandeville as he wound himself up again. "I—" she said, before rethinking her words. "We're not snobs, we're just overwhelmed! We don't understand, everything you're saying sounds so foreign to what we have in Equestria."


"And that's precisely the point," Mandeville said, gravely. "You couldn't possibly sympathize with something like me. Not till you've known what it is to suffer, as we have suffered. Until then, the best you can do is pity me, and I got enough of that from my foster parents, thanks."


"Mand—" Twilight considered, "Adrian."


Mandeville had mostly been staring into space, but now she had his full attention.


"I don't think you or I could ever be friends. You've hurt me too much, and I could never forgive what you did to Spike,"


"If this is an inspirational speech," Mandeville deadpanned, "then you suck at them Sparkle."


"But," she continued, "It might not be too late. Princess Celestia is firm, but she's also kind. If you turn yourself in, explain yourself, you'll be put in a dungeon, yes, but it might—"


"It's too late for that Sparkle," Mandeville replied, turning his gaze to the floor. "I already considered my options, and I'm sticking with my decision. I'm not going to be a second class person for another second of my life. I'm not going to be shut down by another stupid authority working against its own interests. I'm going to prove I can change a world, and I'm going to prove that however bad you think I am, you can be equally so. It just takes the right people, under the right circumstances."


"Is that why you called Trixie a 'muse'?" she asked flatly. "Because she proved that a pony could be driven to do desperate and horrible things?"


"Mmhmm!" Mandeville answered, suddenly smiling. "You catch on quick. That's good, it shows you can think like I do. Truth be told, Twilight—"


"May I call you Twilight?" Mandeville asked.


"'Ms. Sparkle' is fine," she simmered.


"Hmm," he grunted. "Truth be told, I kinda' like you. You're naive, like the others, but you've probably learned more from what you've experienced than anyone else I've met. You know a bit of earthly suffering. I am sorry about your friend, by the way. I meant it when I said it wasn't personal."


"That just makes it worse!" Twilight snapped.


Tears ran down her cheek as she continued.


"And it was for nothing anyway! Because he still told us what he knew, and even that wasn't enough to find you! How dare you even mention Spike to me!"


"I am really not in the mood to be lectured, kid,” Mandeville said. “If it really means that much to you, hit me."


"Wha—" she asked, brows straight and eyes wide. "Hit you?"


"Free shot, no consequences. Get some of that pent-up anger out," Mandeville offered, arms spread. But like I said, 'deadman switch'. And try not to break anything, please. Human bodies aren't the toughest.”


Twilight approached him as he stepped in front of his bed. "I-I don't like seeing others get hurt," she told Mandeville, who chuckled.


"You know you want to do it, Sparkle. Am I not the guy who killed your cold-blooded pal in... well, cold blood?"


"Two wrongs don't make a right," she replied, weakly.


"Aww!” Mandeville said, mockingly. “What, you learn that in Kindergarten? Come on, I blew him away with a cluster grenade launcher, and ran off laughing as his home burnt to the grou—"


Twilight wasn't even aware of doing it, really. She felt a flood of emotions overtake her, and turned around to buck the source of her pain directly in the chest. Air belched from Mandeville's lungs in a choked gasp as he flew backwards onto the bed, before rolling off the side and smacking into the carpet.


Her sense returned to her as Twilight realized what she'd just done. Meanwhile the human groaned on the floor, moving gingerly with a hand to his chest as he tried to stand back up.


He winced. "Feel better?"


"I don't know," Twilight answered, searching her own feelings. She couldn't recall ever acting out of anger like that. Well, against something alive, anyway. She had wanted to hurt him in that moment, more than anything. Now that he was on the floor, in real pain, she realized seeing him hurt didn't make her feel any better.


"Not really.”


"Seriously?" Mandeville wheezed, finally back on his feet. "I probably bruised a rib in that."


"I told you, I don't like seeing ponies get hurt. Or humans, I guess."


"Hmm," Mandeville said, slouching over as he approached her to meet her eye to eye. "Well if you're holding out for me being put away or something, you'd better get used to disappointment and take what you can from this.


"I'm aware that this land has experienced a number of threats in its time, so maybe you're a bit desensitized to someone like me coming in and knocking your sandcastle down. That's something else that needs to happen. You need to learn what it is to lose. You came here thinking you could make things better by bringing me to justice, but where I come from, nice guys don't always finish first. A lot of times, people get away with their crimes. A lot of times, justice simply never comes."


Twilight could only stare into his great green eyes. What could she say to argue with him? He was insane.


"Anyway, that's not why I wanted you here," Mandeville continued when Twilight said nothing. "I wanted to speak to you in person, because I thought maybe it would make this warning a little more real than if you heard it through a screen."


At that moment, Twilight gasped as Mandeville seized her by the horn and tilted her head back roughly.


"I. Know. You and your friends are hatching a plan to escape. Do I know how you're doing it? I'll leave that to your imagination. So I'll make something clear right now."


Twilight groaned against the discomfort as Mandeville whispered directly into her ear, which was currently folded back against her head.


"My drones are set to use live ammunition for security now, which means any little ponies caught outside the places they belong, are going to die. Do we understand each other?"


"Y-yes! Ah! Please, let me g—"


"Good," Mandeville said, releasing her after pulling her head forward again. "Now if you don't mind, I've got other things to attend to. I trust you know the way out?"


Twilight nodded, backing out of the room, grateful to be going. It had been an interesting conversation, but in one fell swoop Mandeville had cast doubt upon everything they'd been certain of before. She found the glass module had already returned after taking Spring Fresh back, and stepped inside.

The module door opened, and Twilight saw a number of familiar heads turn in her direction.


"She's back!" Rarity gasped, standing up, along with the others.


"Twilight! Oh Twilight, are you okay?" Pinkie cried with wide eyes and flat ears, her hooves shooting around Twilight's shoulders before wrapping her in a hug.


"Pinkie Pie, I'm fine, it's alright!" Twilight wheezed beneath Pinkie's crushing embrace.


"Pinkie, we discussed this, don't crowd the poor girl!" Applejack said, dragging the party pony off before approaching Twilight herself.


"Twi, you okay hon’? Anything you need?"


"Oh," Twilight said. "No, I'm fine, really, nothing happened. He actually just wanted to talk."


Though Applejack was barely audible, the others caught Twilight just fine and wore similarly blank faces.


"Really?" Applejack asked.


"Hey, Tumbler!" Rainbow Dash shouted, drawing the tan stallion over.


"Yes mum?"


And then Rainbow kicked him in the shins.


"Yargh!" Tumbler cried, holding up his hoof gingerly. "What the bloody hoof was that for?!"


"Fer' making us all sick worryin' about our friend, you creep!"


"I told ya' we knew nothin' for sure!" Tumbler shouted back.


"Well," Rarity began, "What did you talk about then?"


Twilight explained everything about the visit she could remember. From his living quarters to his sad, sordid history, and finally to his reasoning.


"Two ponies?" Rainbow Dash asked, head tilting to the side as her frown deepened by the second. "It only took two ponies for him to decide everypony needed to be taught a lesson?"


"It's crazy is what it is!" Applejack added. "I don't know much a' anything about how things're done where he comes from, but he's got no right to take his problems out on us!"


"Well sure," Twilight argued, "we know that. But he's come here from a life and a world that was cruel to him since he was a baby... A world he tried to save, and a world that rejected him for it. Now, here he is being rejected by us. Can you even imagine?"


Rarity stuck up her nose. "I never rejected anypony.”


"No, but—" Twilight began, "Look, even if he's crazy he's definitely not stupid. Everypony here thought anything that made weapons like these must be dangerous and insane."


"Uh... I dunno if you noticed Twilight," Rainbow countered, "but 'dangerous' and 'insane' are exactly how I'd describe him."


"That's beside the point!" Twilight snapped. "The point is, he found himself alone, stolen away from everything he cared enough to save. He sacrificed everything to make a better world, and they banished him here for it. I don't agree with what he's done, but I can really understand what drove him to do it. He hates the idea, but he really is the product of a tortured life. He's lost so much that all he wants to do is see others feel his pain..."


"That just makes him a bully!" Fluttershy exclaimed. "Bullies are just ponies who make other ponies feel worse so they can feel better about themselves!"


"Yeah!" Pinkie agreed.


"It just didn't sound that simple," Twilight said. "It's more like he hates that nopony understands him, so he's trying to make us understand."


"Yer' not gonna tell me it's working, are ya'?" Applejack asked.


"I— I don't know," Twilight admitted. "I don't relate to him yet. In some ways, I can't. But I can't help feeling sorry for him."


Rainbow groaned, "Twilight, I don't get it! How did you go from wanting to rip this guy to pieces to defending him?"


"I'm not defending anything he's done!" Twilight cried, "He's done horrible things! I can't forgive him for how much he's hurt me, but it doesn't mean I want to hurt him back...


"Besides, it didn't make me feel any better when I did."


"Did?" Rarity said. "Did what Twilight?"


"Well, I got really upset with him at one point, and I think he was getting tired of it, so... he told me to just hit him."


There was a pause as they stared at Twilight.




"He told you to hit him?" Rainbow asked blankly, before grinning ear to ear. "Did you?!"


"I wasn't going to at first, but he goaded me into it."


"And?" Rainbow Dash said expectantly, practically bouncing in place on the tips of her hooves.


"I bucked him in the chest," Twilight finally deadpanned, to Rainbow’s hooting approval.


"Woulda' gone for the face myself. But center-mass works too."


"Given recently discovered horrors," Rarity sneered, "I'd have aimed much lower..."


"His tummy?" Pinkie wondered aloud to the elaboration of nopony.


"Look, that's not important," Twilight insisted, "What is, is that he called me up there to warn us he knew we were hatching an escape plan!"


"Did he say anything specific about it?" Applejack asked, to which Twilight shook her head.


"Well, that's no mystery then," Rainbow snorted. "He's bluffing. Of course we'd try to escape this funhouse! He doesn't know anything."


"I know, I considered that too," Twilight agreed, "but either way, according to him his security isn't interested in taking prisoners anymore if we escape. It won't be like last time."


Rarity grimaced.  "Well, it's not like we can stay here."


"I'm with Rarity," Applejack declared, "Whatever the danger's like, every second we sit here is another second Celestia's blind to an invasion heading her way."


"You're right..." Twilight slowly agreed, "...getting back to Canterlot has to be our first priority. I just..."


"You don't want to see anypony else get hurt," Applejack said.


"I was so afraid earlier..." Twilight sniffed, "...I— I thought I was going to lose three more of the best friends I've ever had..."


"Aw, Twilight...!" Rarity cooed, hugging her fearful friend.


"I love you girls..." Twilight told them. "You're family to me, all of you..."


"Eh," Rainbow Dash groaned, "This is getting a bit mushy for me. But Twi', I'd follow you anywhere girl. If something happens to me, I don't want you blaming yourself. I want to come with you guys."


"I think that goes for all of us," Applejack agreed with a grin.


For a time, it was silence as Twilight smiled at her friends. If there was one consolation to all of this, it was that her friends were with her to give her strength. Pinkie, however, had yet another.


"Well," Pinkie told them. "There's one bit of good news."


"What's that Pinkie?" Twilight asked, lips parting slightly.


"Well," Pinkie explained, "he wouldn't bother stopping us if he wasn't a little afraid Princess Celestia could do something to stop him. Otherwise, he wouldn't care if we got away, would he?"


"Ha!" Applejack exclaimed, "It's always the bright side for you, 'aint it?"


Pinkie posture was suddenly rigid. "Well yeah! Just 'cause I'm not afraid of the dark doesn't mean I like it all that much. Unless Princess Luna's involved: I love her sense of humor!"


"Alright then," Rarity said, "We'll wait until everypony is asleep, and then, we'll leave this dreadful place behind."




The passage of time was a difficult thing to gauge in this place, but Mandeville had the decency to dim the lights and color them a mild blue. It almost felt like moonlight, almost. One by one, the six friends pretended to head off to the bathroom. It was a bit of a squeeze, but they found they could fit through the hole the commode had been mounted to.


They wanted to avoid suspicion if CAIRO was watching, but they also needed to move fast. Once CAIRO realized he'd been fooled, they weren't going to have much time. Discovery would mean death.


As before, beneath the tile was a field of hydraulic arms. The unfortunate part of this plan was how blind they were to what lay ahead. Without a means of removing their restraints, they had no magic or wing-power to help them.


"I don't like this." Twilight’s jaw clenched as she stared down the murky skeleton of the structure. "We should have scouted some of this out first. If we hit a dead-end, we—"


"There's no goin' back now," Rainbow said. "We get outta' here or we die trying."


There was silence as they looked out into the unknown.


"So." Applejack shifted uncomfortably. "Which way, y'all?"


"Well, I know Mandeville's home is that way." Twilight pointed. "And I'm guessing he'd make sure he was as deep and difficult to reach as possible."


"So we head the other way." Rainbow nodded.


"No point sittin' 'round here," Applejack said, "Once he figures we're missin' this'll be the first place he'll look."


"Wait!" Pinkie cried, making them all whip around.


"What?! What is it?!" Twilight demanded, searching wildly for trouble.


"Eye-flutter..." Pinkie began, eyelids corresponding. "Knee-twitch... Sh~sh~sh~shaky~shakes!"


They eyed Pinkie as she shook like she was freezing, until it wobbled out of her system entirely and her eyes narrowed.


"We're bein' followed!"


"Followed?" Twilight parroted, eyebrows drawing together. "Is this more Pinkie-Sense?"


"I don't see anypony," Rainbow said, searching in all directions. "You sure that's what it means?"


"Positive!" Pinkie glanced upward thoughtfully. "I mean, I think so... Or it could just mean that taffy went on sale somewhere..."


"Uh... huh." Twilight groaned. "Well, keep a lookout just in case everypony."


And so they struck out. They soon found that the stables weren't the only part of this structure. Several buildings interconnected, and every now and then they found thick girders running through them. After a few minutes, they heard a familiar sound.


"Was that—?" Rainbow asked, frowning.


Fluttershy finished Rainbow's thoughts. "A cow?"


"Mandeville has been foalnapping cows too?" Twilight chest tightened. "What in Equestria does he needs cows for?"


"Let's find out," Applejack said, moving to a nearby tile and pressing the gem-like button at its base. With a hiss, the tile lowered, allowing them access to the room above.


"Somepony stay down here n' hit that button if it closes again." Applejack stepped onto the tile before bounding up into the room.


Twilight, Rarity and Rainbow Dash followed suit, into a room with similar dimensions to the stables. A herd of cows milled around the room, a few of them taking notice of the new arrivals.


"Ulgh, it reeks in here!" Rainbow groaned, holding a hoof up to her nose.


"Oh my stars!" Rarity exclaimed, curling her lip as her inner brows shot skward. "I don't see a powder room anywhere! Where—?


"What are those things on the floor? No! Are those—?!" Rarity, if possible, turned even whiter. "Oh Celestia, the horror!"


"Oh, gross!" Twilight agreed, nose scrunched-up against the powerful odor.


"Stay calm y'all," Applejack said, addressing the cows. "M'name's Applejack! We're in the middle of an escape from this place. Can anypony here tell us what Mandeville wants with you folks?"


Several of the cows backed off at the sight of the ponies entering the room, but otherwise ignored them.


"Uh... Y'all speak Equish?" Applejack asked, eyes darting from cow to cow in vain.


"Allow me, dear." Rarity stepped towards one of the cows. "Excuse us madam, any information you could give us would be of use to Celestia if we hope to perform a suitable rescue."


The cow only grunted, staring at them with beady, blank eyes.


"What's wrong with them?" Twilight asked, unable to tear her eyes away from those eyes. Eyes devoid of the spark of intelligence. They were like zombies. "This is so... wrong."


I-I," Applejack stammered. "I plum don't know!"


"You know," came a male voice from the walls, "I'm rather disappointed Sparkle. I at least expected you'd make it farther than this."


"Mandeville!" Twilight gasped, her eyes shooting open and her muscles tightening. "Everypony RUN!"


"Nope," Mandeville said simply, and the tiles lowered as one, forcing Pinkie and Fluttershy from their refuge. "Not this time."


The tiles raised together and sealed, trapping them once more. The ponies put their backs to each other, expecting the worst.


"What have you done to them?!" Twilight demanded, glancing at the cows out of the corner of her eyes. "Why are these cows like this?!"


Mandeville's laughter reverberated through the room in response.


"What's so funny?" Applejack snapped.


"There's nothing wrong with those cows," Mandeville answered, "They're from my Earth. They came here with me. They're not like the ones you know here."


"Why can't they talk?" Twilight asked. "I don't understand."


"Well, they lack the kind of sophisticated vocal chords for speech, firstly," Mandeville said. "But aside from that, they lack the sophisticated brains to comprehend language of any sophistication. In other words, they're dumb as rocks. Like nearly all hoofed animals."


"Hey!" Pinkie recoiled, examining her own hoof. "That's just rude!"


"Well, this world is obviously different somehow. We have horses where I come from too. Just dumb, earth-toned animals that graze and walk and defecate wherever they roam. Where I come from, humans are the only intelligent species."


Th— the only ones? Not even ponies?" Fluttershy asked.


"You're even alone in your own world," Twilight remarked sadly. "But why keep them prisoner then?"


"Prisoner!" Mandeville laughed explosively. "Prisoner, she says... They're not prisoners, Sparkle, they're livestock. I keep a herd here as part of my own personal food supply."


They collectively gasped at the statement.


"You eat cows?!" Pinkie asked in horror.


"Not raw. As steaks, cuts, cooked up nice. Humans are omnivores."


"You have a choice, and you still kill cows for meat?!" Fluttershy demanded hotly.


"I dunno," Mandeville said, "they taste good."


"I— I don't suppose you eat... ponies?" Rarity asked.


"Not where I come from," he answered. "Some creatures are exempt. Pets, endangered species, insects... Pretty much anything that's not a mammal or fish. Besides, I couldn't find it in me to eat something intelligent.


"But this hardly matters now."


On queue, all four walls opened large enough for one CID to step in from each. They trained their weapons on the group and waited, still as stone.


"You should have listened to me Sparkle," Mandeville said, "I really had no desire for things to end like this, but I'll be sure it's quick. There's no point in letting you suffer further. I want you to know, I won't be watching this. Call me sentimental... I like you."


"Adrian, please," Twilight pled.


"Stop calling me that!" Mandeville shouted. "You're not going to endear yourself to me by calling me by my first name. Goodbye, Twilight Sparkle, and... well, I never really learned the rest of your names. I remember something about Jack Daniels... Anyway, comfort each other while you can. Your part in this is over."


They could tell Mandeville's voice had left them, and all that was left were them and the CID.


"I can't believe this is happenin'..." Applejack stared at the CID.


"I— I'm not ready to d- d-...!" Fluttershy moaned, cowering in a huddle before she felt a hoof around her neck. Rainbow smiled sadly back at her.


"At least," Twilight said, "we're doing this together."


Pinkie then somehow managed to crush the entire group in a hug, and suddenly they smiled in spite of themselves.


And at once, several things happened. The CID stepped forward to take their shots, and a tile in the floor sank down, drawing their attention. From the darkness, something that looked like a steel and glass pineapple bounced in front of the friends.


"Grenade," the CID cried together, before a blinding flash and an ear-splitting sound overtook them all.


Twilight felt a surge of energy rushing by her, but found she was unharmed, save for her eyes. She heard the sound of several heavy objects clattering onto the metal, and something that sounded like the crackling of electricity. She opened her eyes and found herself barely able to see from the flash, but she could ascertain that the lights in the room had all gone out. That, or she was blind.


Cows mooed in panic, stampeding however they could in such a small space, the noise of hooves on metal a deafening cacophony. And then from below a great, blurry purple light entered Twilight's vision, and she heard a female voice call out to her.


"Snap out of it you foals, we don't have long! Follow me, and be quick about it!"


"Who's that?" Pinkie asked.


"It's not important right now, just run!" another, male voice replied from below, as the light ducked into the open tile. Twilight jumped down, her vision only just beginning to clear, and joined her friends in following the two figures through the maze of tile arms.


One thing she could tell now was that one of the pair had hooves which clopped loudly on the metal as they ran. The other was a much quieter two-step, though a clattering sound accompanied it, as if the figure were carrying a length of chains. She also noticed that while they were in a hurry, they weren't traveling as fast as any of them could go. It was strange.


"Here," the male said simply, stopping as the mystery mare held her violet light up to a huge horizontal girder crossing the floor. The male then stepped into the light, and pulled something in the girder open with his—


"Hands," Twilight breathed, as the figure pointed a finger inside.


"Come on, hurry hurry, inside!"


In single file, the group scrambled into the orange girder, the human stepping in last and crouching as he pulled it shut again.




Mandeville tried his best to occupy his mind with his computer. Specifically, a game on the computer. Wasn't much else he could do. The Internet was a Universe —perhaps even several Universes— away.


It hadn't taken him long to get bored after arriving in Equestria. He suspected there was a lot of absurdity in that notion. Surely plenty of people would love to trade his Earth for this one, full of peace-loving pony-people who lived happy, carefree lives in this idealized world. Even he was tempted early on to make merry with the ponies, maybe shut CAIRO down and leave this place buried and hidden.


But there was no such thing as a clean-slate. He was marked. He would always be marked.


Oh sure, they might have welcomed him, he might have lived among them happily, for a time. But he would always be a stranger. That alien who moved into town. The guy who ate meat, but was trying to change. The guy who made weapons of unbelievable power.


He'd always be silently judged. The foals would whisper when they passed his lawn, about how he was a monster who might zap you with his death-ray if your ball bounced into his backyard. He'd take twice as long to be trusted by any of them with anything as they might trust one of their own.


And it wasn't fair.


Mandeville took his aggression out on a digital Korean soldier, throttling him with a black-gloved hand and throwing him like a stone into a nearby shack, which collapsed as though it were made of balsa wood. Satisfying. But it could only partly stave-off the second pang of guilt he'd felt in the past few days.


First Trixie, now Sparkle and her friends...


The normal ponies died sometimes in the testing, but he'd never met them. They were just announcements, names and numbers.


He'd liked Trixie. Arrogant to be sure, but in a cute way.


Ponies could be genuinely cute. Not the forced sort of cute, where some profit-bingeing cigar-chompers make something with an enormous head, ridiculous eyelashes and fat glossy lips before then nuking them with every garish pink and purple of the girly-spectrum. Real cute. 'Kittens on Youtube' cute.  


Then there was Sparkle. He supposed she was cute too, in a dorky way. At least he picked up on that before she figured out he'd done in her pet. From there it was glaring and screaming. Still, she'd heard his story. And he had to admit: for being the murderer of her BFF, she had really seemed to... understand.


That in itself was fascinating. He'd done nothing to Peppermint, yet the stallion had attacked him in futility without even asking for his version of events. Contrariwise, Twilight Sparkle almost felt a kinship with him. He could feel it. A bond of sorts, likely helped by his offer to be kicked across the room.


It all came down to the same thing: She had felt something for him because she knew what suffering was. She didn't have to imagine what being without a mother was like. She took the emptiness in her own heart and imagined it getting worse.



In the game, his stealth-run ended by hawking a grenade into a massive fuel tank, which exploded happily, making a martyr of the poor soldier he’d caught inside the nearby outhouse. Oldschool games had their charm, if nothing else...


Peppermint and the mare had been shocked by the horrors of his childhood, but neither of them were close to tears.


But Twilight was. Twilight hadn't pitied him: she had felt empathy. Really, Twilight was the closest thing he'd found to a real friend in Equestria, sad as it was. He was going to miss her...


It only made things clearer though: if he was to be accepted, they had to know his pain.


"Alert!" CAIRO said. "Intruders detected in Dairy Annex. Intruders detected in Dairy Annex."


"Hmm?" Mandeville groaned, his eyes drifting towards the ceiling. "Isn't that where we left Sparkle?




"Put it on screen," Mandeville ordered.


"Unable to comply. Annex was struck by a burst from an Electromagnetic Pulse grenade."


"What?" Mandeville exclaimed, brows knitting. "Couldn't have been the ponies, right? Even without those collars they wouldn't know to set off an EMP."


"Correct. Escapees were accounted for. Intruder is a third party."


"Son of a bitch.” Mandeville stood up from his chair. "You thinking what I'm thinking?"


"That we have encountered this party before?”


"Yeah." Mandeville strode across his room to a porthole. "And let me guess: the tracking implants were fried too, so we can no longer track those girls?"




Mandeville grunted in response, not taking his eyes away from the facility outside. "You never left," Mandeville whispered to no one. "I thought you were here and gone, you son of a bitch, but you've been here the whole time."


"Shall I have the drones begin a 'search and destroy' cycle?" CAIRO suggested.


"Yes," Mandeville said, nodding. "But not Sparkle, the purple one. Have her re-captured."


"I see. Her productivity was invaluable during her work cycle."


"Huhm?" Mandeville croaked, eyes to the ceiling. "Sure. 'Productivity.' "




Twilight stared ahead as she climbed through the dark steel tunnel, at the one pony in the world that she hated.


Trixie's unexpected presence and role in rescuing them was the only thing keeping her mouth closed as they followed the dark-haired human and his flashlight. To where, she had no idea, but it was probably more reliable than aimlessly wandering.


Twilight guessed they had to be a few hundred yards away from where they started. It was difficult to tell, having already made three turns when faced with the junction of one of the massive vertical girders. The gap wasn't much, but the hollow vertical girders went down for what looked like forever. All the while, the girder rattled and groaned with the sounds of horizontal girders moving along above and below them. The human didn't seem afraid, however, which was helpful.


She'd barely caught a glimpse of the human's features when they first ducked into these girders. Aside from his neck, most of what she saw of his body was black. His clothes were black, his hair was black, his —saddlebag?— was black.


Even the two guns slung over his back were black. Or at least a very dark grey. She could tell they were guns, but they were far removed from what she'd seen attached to the CID. Both of them were appropriately long, and both had pump-like mechanisms on the underside —which the CID's versions lacked— but that was where the similarities ended. The back-end of one of them was folded-up somehow, with a tall bar raised over its body, which housed what looked like half a set of binoculars —a monocular?— on top. The other was longer, and looked like a rounded plastic box, save for the bit that looked like a small tire fixed crosswise under the barrel and in front of the pump-like mechanism.


Just how many ways did you need to kill something?


Whenever the human turned to address them, he would do so holding his light towards them. His face was lost in the shadows. The one good glimpse she'd gotten of it was the start. She recalled thinking the human's face looked youthful, and he certainly moved at a decent clip for an upright biped slogging through a tunnel mired with cables.


She hadn't figured these girders were hollow inside, but the lengths of pipe, cables and wires explained why. There had to be some reason they could move, after all. And naturally it made them lighter, which was important if these things moved like they did.


And with that, Twilight found an immediate concern. "Um, sir?" Twilight said cautiously.


He didn’t bother to turn around. "This need to be said right now?"




"Well, say it quick. Those CID have damn good ears, and this'd be about the worst possible place to get caught."


"What happens if these beams start moving?" Twilight asked, the other ponies vocalizing their agreement.


"These ones aren't moving any time soon," he answered. "These pipes feed into long-term structures. The power runs through rails built into the girders so everything can run while they move, but plumbing and other stuff has to be fed-in and unplugged every time. You stick to a route with pipes running through it, you tend to be safe. Everything else is a gamble."


"Oh," Twilight sighed with a smile, "well that makes sense."


"Good. And if that'll be all, no more talking till I give the all-clear. Ask whatever you like then."


Twilight distinctly heard a few of her friends grumbling. No doubt Rainbow would be slow to trust another human, leave alone be ordered around by one.


Pinkie was being surprisingly quiet. Perhaps it was being placed in the third situation in a short period of time where she'd anticipated death or terrible injury, but somehow even she maintained a stony silence.


Soon they passed the steady rumbling of machines, terrifying in its loudness. They found they were being joined by several more pipes in an increasingly confined space, until the human stopped, laying his simian fingers over the side of the wall. Pressing firmly, he forced the panel open into a world of steam and pale blue light.


"Alright kiddies," the human said at last, "welcome home."


He crouched as he ducked outside, beckoning them all to follow. Trixie went next, and soon Twilight stepped out, pausing a moment to notice the panel the human had pressed out. There was graffiti on it, words etched into the metal saying, 'home, sweet home.'


The blue light was coming from the open top of some manner of cistern, the caustic reflections of rippling water cast onto the ceiling above, like at an aquarium. The reason for the steam was less obvious, but being in the presence of water at least ensured it made sense.


"This is a water treatment mod," he told them, now fully visible in the light. "If any of you are thirsty, I suggest you hydrate and store as much water as you can. We rest here and bug-out in twenty-minutes."


He was younger than Mandeville, certainly. His brown eyes gleamed with youth and intelligence, yet his tone was commanding. "By the way, I think Trixie can get those restraints off you."


Trixie nodded, pointing her glowing horn towards Twilight, who heard a lot of clicking and scratching behind her neck. Finally the pressure on her horn and neck left her, and the apparatus clattered on the floor. Relief at last.


Trixie set about freeing Rainbow Dash next, whose wings stretched as she groaned gratefully.


"You said we could ask questions now, right?" Rainbow asked, taking a tall stance and staring-down the ape.


He nodded. "I did. Nobody will hear anything with these machines going, so we're safe for now."


"Okay. So who the hoof are you, and what in the hay is Trixie doing back here with you?"


"Specialist Fourth-Class: Corey Webber. United States Special Forces, acting Corporal—"


"Hiya, Specialist-Fourth-Class-Corey-Webber-United-States-Special-Forces-acting-Corporal!" Pinkie blurted gleefully as she popped suddenly into Corey's view from below, practically in his lap. "I'm Pinkie Pie, and I'm from Ponyville! But then again we're all from Ponyville, so maybe I should have said we're from Ponyville instead of just me."


"Um... hi," Corey said, trying to lean his face as far from Pinkie's as possible. He offered his hand cautiously. "Nice to meet you."


"And it's so nice to meet you!" Pinkie cried, seizing his hand with her hoof and shaking it enthusiastically. "Especially since you saved our lives and all that. Boy oh boy, I've always wanted to be friends with an alien! Good thing you're not like that other alien. He really ticks me off, y'know that? I wouldn't wanna be his friend. Though Twilight seems to think he might not be all that bad, but I dunno— Mfuffbbd!"


Pinkie found her motor-mouth obstructed by an orange hoof as Applejack guided her away with an apologetic smile. "Don't mind Pinkie, mister, she's just excited is all."


"Yeah," Corey agreed, staring at his hand. "How was she grabbing my hand just now?"


 When none of them answered, he shook his head rapidly and found his train of thought. "But yeah, seeing as my rank doesn't mean anything here, nor does the United States, I'd probably be fine with you calling me Corey, or Webber. Be formal as you like, really doesn't matter at this point."


"A soldier," Rarity cooed. "Most chivalrous of you to rescue we fair mares as you did... but I must ask you something personal dear."


Rarity scrunched-up her nose as Corey slid down the cistern into a sitting position.


"Do..." Rarity said, pausing. "Do humans usually... smell, like that?"


"I've been stuck here about a week. No change of clothing. Can't take too much water from the system for hygiene or CAIRO will start investigating it."


"Well surely you can stand to be without all that clothing for a while?" Rarity said.


"Please." Corey waved his hand in a 'shooing' manner. "I've got enough trouble with the idea that I'm talking to a horse. I don't need to be reminded that you things are naked."


Rarity gasped. "I am neither a 'horse' nor a 'thing'. I am a unicorn, and you would do well to remember that."


"You might as well be a pink elephant, because I'm wholly unconvinced that I'm not just cracked, in a coma, or dead."


"Well," Twilight said, "I can safely say you're not either of those last two."


"Says the purple unicorn with purple and pink streaks dyed into her natural midnight blue goth-girl hair," Corey chuckled.


Twilight frowned at the sentiment. "Look, I know you humans don't have magic where you come from, but... is that really so ridiculous to you?"


"I bet this shit isn't really water at all." Corey banged his fist against the side of the cistern. "It'll turn out I've just been drinking bleach this whole time."


"Okay look," Applejack said, tiring of Corey's world-weary attitude. "You answered half of Dash's question—"


"Who's 'Dash?' " Corey asked.


"I am. Rainbow Dash is the name," the Pegasus answered.


"Of course it is!" Corey laughed, throwing his hands up into the air.


"Like I was sayin'!" Applejack growled, "You hadn't answered about Trixie. Where'd you two meet up? How'd y'all go about rescuin' us? I'm thankful, believe me when I say, but I don't understand is all."


Corey stared over to Trixie, who looked at the floor after meeting his gaze. After a moment or so, she finally started talking. "Mandeville decided against letting Trixie go. Instead he offered her the chance to leap to her death into a fiery pit.


"He had never meant Trixie to do it of course. Only to scare her into staying. But she... I couldn't bear to show my face around you ponies again. So..."


"You decided to do it," Twilight deadpanned. "Is that true?"


Corey nodded. "I watched those stables a while. Trixie leaving meant something unique, so I followed her underneath the tiles. She made to leap, but I caught her.


"Had to taze her poor little backside while she was still scared and screaming," Corey continued, holding up a little grey device, which he squeezed, making an arc of electricity flash between two metal prongs. "Both to calm her down, and kill the little tracer bug they put in your brands."


" 'Tracer bug?' " Applejack asked, eyeing her ruined cutie mark with sudden suspicion.


"It's how he found you guys back with the cows. You were never going to get away from him with those things under your skin. That EMP grenade took care of that though."


" 'EMP?' " Rarity asked. "Twilight, do you know what he's—?"


"Electromagnetic Pulse," Corey answered. "Fries anything with an electronic circuit. Pretty harmless to living things, up to a certain point. Too much will fry your entire nervous system. Dead useful against Mandeville's tech, but I only have so many."


"So what made you decide on helpin' us?" Applejack asked.


"A few things," Corey answered. "Mostly Trixie here. Blames herself for you getting stuck here—"


Twilight snorted coldly. "With good reason."


Corey turned towards Twilight. "She convinced me to risk everything on getting you out alive. I've revealed my hand to Mandeville now, and he's going to be looking for me. I don't have the rations to feed a party this big, so we're all going to need to escape this place now. Be a little thankful she's gone this far out of her way to make amends. It's not like she had to do this. She saved your lives."


"I know that saving a life doesn't make up for costing somepony theirs," Trixie said, finally looking Twilight in the eye. "I don't expect you to forgive me, but I—"


"But you what?!" Twilight shouted, making Trixie flinch. "You thought if you did me some favors you could start feeling better about yourself?! You thought maybe that anything you did could bring Spike back, or take away every horrible feeling we've been subjected to in this place?! I'd rather be dead now than to have ever seen you again!"


"Look here now," Applejack said firmly. "You don't mean that. I know you don't mean that, Twilight Sparkle!"


"Of course her name is 'Twilight Sparkle,' " Corey groaned in the background. "Why wouldn't it be?"


"Do you have something to say about my name?!" Twilight demanded, rounding on Corey. "What about 'Corey?' What kind of name is that for a human, huh?"


"Don't you dare make fun of him!" Trixie said, suddenly enraged. "He saved all of our—!"


Trixie suddenly found herself bathed in a magenta aura, before it threw her painfully into a wall.


"How dare you?! How dare you even speak to me, let alone tell me what to do!"


"Twilight!" Fluttershy shouted.


"Please...!" Trixie wheezed, still under the grip of Twilight's magic. "I'm sorry...!"


"No you're not!" Twilight spat, lifting her body and shoving her against the wall. "You don't know how I feel! You don't even know what you're sorry for!"


Trixie began to choke, and the metal behind her groaned as Twilight pressed her harder and harder against it.


"Twilight, stop it right now!" Applejack yelled.


"Or I'll stop you myself," Corey shouted, pulling out what Twilight could only figure was a very small gun. He held it easily in one hand, his other hand pulling back part of it along the top and releasing, allowing it to slide back with a threatening 'click-click' sound. He pointed its blocky front-end at her threateningly.


"I don't suppose you set that thing up with an anti-magic spell?!" A glowing magenta bubble appearing around Twilight as she turned her attention back on Trixie.


"Twilight!" Fluttershy cried. "Please, let her go! You're better than this! You know you're better than this!"


"We start fighting each other now and we're dead!" Corey yelled.


Twilight ignored them. "I could crush you! I could crush you and it wouldn't feel as bad as everything I've experienced because of what you've done! Maybe I'll believe you're sorry when you know what I've been through!"


"Twilight," Applejack said sadly. "Don't ya' know who yer' soundin' like?"


Trixie gasped as air filled her lungs once more. She choked on it as the magical grip on her body slackened.


"Oh Celestia," Twilight whimpered, her eyes reduced to pinpoints as she stared at the terrified Trixie. She released her entirely, dropping her shield and stepping away.


"Mandeville was right. We're no different at all."


"Is that a remark against humans," Corey asked, finally lowering his gun, "or a remark against Mandeville?"


Twilight winced, forgetting she now had a human to impress. "Mandeville said that because our worlds and cultures are so different, he'd always be second-class to ponies in Equestria. He said he wanted to prove we weren't any better than he was.


"Bring us down... to his level."


"Well," Corey said, "he's not wrong. Far as I can tell, save for upbringing and diet, we're pretty similar. We get sad, we get angry. We get happy, we get hungry. Far as I'm concerned, it's less nature and more nurture after that."


"Trixie?" Twilight grimaced, making the blue unicorn flinch. "I can't forgive you. But... thanks. For coming back for us."


"And by the way," Corey said. "Before you go on another psychotic break, make sure you know who to really blame for your troubles. Me."


Pointed pairs of equine ears immediately perked up and pointed in Corey's direction, joined shortly by the gaze of several eyes.


"You?" Fluttershy asked.


"What makes it all your fault?" Rainbow added.


"You!" Twilight hissed, her eyes almost looking through Corey in their understanding. "You're one of the humans that were sent to kill Mandeville, for a crime he didn't commit!"


"Didn't commit, my ass!" Corey fired back. "His weapons were purchased directly by terrorists and used in a great bloody rampage through Paris!"


You weren't able to prove anything! You went behind the law to kill an innocent human!"


"I was under official orders.”


"Hold on," Applejack said, eyebrows knit. "Are y'all saying Corey's the reason Mandeville and this whole hog-sized mess've turned into Equestria's problem?"


"Mandeville was a threat. Even if it was a clerical error, his incompetence got people killed. We couldn't risk having a resource like him backing our enemies.


"I don't even get it," he continued. "After everything you know he's been doing, what the living hell is this garbage about him being 'innocent?' "


"You didn't hear him," Twilight said, "We all know what he's done here already, so why would he bother lying about that? When he was talking about his life before, and about the terrorists and what they believed. He hated those kinds of people. Above everything else, he wanted to use Mandeville Arms to make your world a better place than it was.


"And then you tried to get rid of him. You stranded him, away from everything he ever knew, loved or cared about. You took his purpose in life away from him. It would be like watching your cutie mark disappear."


"I'm sorry," Corey blurted, cocking his head to one side and leaning his ear towards her. "Cutie-what?"


"Cutie mark." Applejack turned around so her left flank was visible. "It's what we call these. Pony-folk, zebras and some others have 'em. They show up whenever sompony figures out the talent that makes them unique."


"Really? I just thought they were tattoos. What do the boys call them?"


"Boys?" Fluttershy said. "Why should a cutie mark be something different to a boy?"


"Wha—? I mean, seriously?" Corey asked. "I mean, it just sounds like one of those things, you know? Girls call them dolls, boys call them action figures."


Corey received naught but knit brows and blank faces.


"Jesus, this society is whipped..." Corey muttered to himself. "Horsewhipped.


Twilight groaned impatiently. "Look, the point is he's doing this because of what you did! Yes, what he's doing is insane, but he's not acting, he's reacting. He never wanted any of this!"


"Fine, I was the bad guy there. It's my fault. But things are the reverse now. Mandeville is going to put a wound in this world that might kill it, and I don't want to see that happen.


"For better or worse, I owe you guys my help. And believe me, you're gonna need it."


The group departed, Corey leading the way for one last stop through the girder maze.

"Ulgh," Dash groaned, "So what are we doing now?"

"Mandeville strip-searched everyone as they came in," Corey answered. "The past week I've been poking around for anything useful. I managed to find where they took everything. Good thing is the security is pretty non-existent. These girders must be a serious flaw in his system, because he never figured on anyone stealing this stuff back."

"Oh, glorious!" Rarity said, "Now I won't have to replace that saddlebag."

"This isn't a baggage claim, Park Avenue. It's shopping."

Rarity giggled girlishly "Darling, if you're trying to curb my enthusiasm, you're using exactly the wrong words.

"Also, my name is Rarity, not 'Park Avenue,' though I do admire her couture, you flatterer."

"So Rarity, know anything about the CID drones?"

"Isn't 'CID drone' redundant?" Twilight asked.

"Yeah, probably.”

"Well," Rarity said awkwardly, "I know they have three legs, a black face—"

"CID drones are hive-minded killers with the ears of a dog and the eyes of a hawk. And they see with more than just typical light. They can pick up body heat like a rattlesnake.

“And it would be really bad if they caught us in a little narrow space like this.”

Rarity’s ears drooped. “I see your point.”

Corey laughed as he rapped a knuckle against the side of the girder. “I’m just making a point though. This is a dead-zone for CID patrols, so we’re okay here.

“Seriously though, CID are kinda’ badass.  And it's worse when there's more than one.”

"Well, yeah," Rainbow said, derisively.

"No, you don't get it," Corey told her. "CID all think with the same brain. They're not a bunch of little robots, they're one robot in a lot of tiny pieces. If one of them spots you, they've all spotted you."

"Well can't ya' get the drop on 'em?" Applejack asked.

Corey laughed humorlessly. “Sure, for the split second it takes for it to react when you pop out suddenly from behind a tree. But you'll never fully distract CID from targets in a firefight, and when they patrol they all keep watch in different directions. You can pull some of them off a target if they think you're a big enough threat, but the others won't lose their focus for a second. They're fast, they're decisive, and they can find patterns in enemy movement real damn fast. You can shake them sometimes by moving randomly, but get caught in a pattern and you've had it."

"So how do you fight them?" Twilight said, exasperated.

"First rule. Never get caught in the open. Find cover. Something tough that a bullet won't pass through. Second: have a way out. CID will march forward and surround targets that are dug-in behind cover. If things go bad, you can't let them surround you or you're dead. Always have a quick escape, somewhere to retreat to that they can't see."

"And third?" Pinkie Pie asked.

"Third," Corey continued, "Don't let them see you in the first place. If you can avoid fighting these damn things, do it. And if you do have to fight, use a mirror or something to see them. Don't risk them popping your head off when you take a peek. These things don't hesitate.

"Hold it." Corey eyed another panel in the girder. "We're here."

"Whoa, hold up!" Rainbow whispered. "You said there was no security. How did you know that?"

"I told you, I checked this place before."

"When we were back in that room," Dash said, "CAIRO knew we were there before he brought that camera in."

"Hey, that's a good point!" Twilight frowned in concentration. "And both times I used a lot of magic, CAIRO was able to tell right away!"

"I don't know anything about your magic and whatever, but the good thing is the security here is hard-line. All the cables for the sensors pass through these girders, and I can patch into those to see what's being recorded. Trust me, this place is clean."

" 'Trust you?' " Rainbow asked. "Trust you, just like that? I don't trust any of you crazy chimp-things with your crazy chimp-weapons!"

"Rainbow!" Applejack cried reproachfully.

"What?" Rainbow demanded. "You saying you trust him? This guy's got three of those gun things strapped to him!"

"Yeah," Corey said, "The G36 carbine is my primary, and the little USP Match is my side-arm. Having backup weapons is standard procedure for us.

"The AA12," he continued, clasping the boxy gun with the tire-like attachment, "was the Corporal's. But he got hit by the CID on our way through."

"I'm sorry," Twilight said softly.

"Thanks. We'd only been together for that operation, so I didn't know him very well. Anyway, I took the AA12 with me in case things got really bad. I don't need to tell you that they did."

"How many times must Trixie remind you that Mister Webber saved all of our lives?" Trixie said at last.

"And he's managed to sneak about all this time without getting caught," Rarity added.

Rainbow turned to the unicorn "Rarity, what are you, the head of his fan-club?"

"I'm sure I've no idea what you're talking about.”

" 'Oh!' " Rainbow cried, imitating Rarity's accent, " 'My hero! What a strong chivalrous soldier! Oh he says just the right things to charm a girl! I don't care that he might have doomed Equestria forever—' "

"Now see here, Rainbow Dash!" Rarity simmered, her ivory cheeks burning red even in the soft glow of unicorn magic. "I am just showing a little appreciation given Corey happened to save my life, and bowing to the fact that among us, he is the most qualified at skirting the horrors of this dreadful place."

"Oh yeah?" Rainbow grinned. "I don't see you fawning over Trixie every chance you get."

"I—" Rarity stammered, her face now furiously red. "It—It's not even his fault we're in this mess! He was only following orders! Doing his royal duty. He never asked to do it."

"Uh... actually." Corey himself grew a little flushed from the conversation. "There's nothing 'royal' about my position. The United States is a democracy: it has a president. No king or queen."

"What about a princess?" Pinkie Pie asked with intrigue.

"If there's no king or queen," Corey said irritably, "why the hell would there be a princess?"

"Well, Equestria doesn't have a king or queen," Pinkie explained, "but we still have Princess Celestia and Princess Luna."

"Wait, how does that work? If you're a leader, I'm pretty sure you're a queen."

"According to Celestia," Twilight said, "a queen is somepony who rules on her own, unless she's wed to somepony else. Celestia and Luna rule together, so they insisted on being called 'Princess'."

"Sounds like a cop-out, but I guess that works. Anyway... I was chosen specifically to be on the team that took down Mandeville. I was offered the job, and I accepted it."

Applejack stared. "Y'mean to tell me, that you knew exactly what you were doin'?"

"No, I was asked if I wanted to get back at Mandeville. I said yes, so they filled me in."

" 'Get back at Mandeville?' " Twilight repeated. "For what? Why did they ask you?"

Corey didn't answer for a moment, instead reaching into his pocket and pulling out a sleek, flat device with a glass screen embedded into it. He pressed a button, making the screen light up before he slid his finger over the screen, which reacted to his actions. Finally, he gave a sad smile as he turned the screen towards them.

It showed an image of Corey with a female human a bit shorter than himself, smiling and hugging in front of a tall fountain. There was a grand plaza behind them with a tall neon-lit building with the words 'Edwards Theaters' over it. Corey was wearing casual clothes in this image, far removed from the Corey in front of them. The female had short brown hair, freckles and pale blue eyes.

"Her name was Renée. Her parents sent her to Paris as a graduation gift when she finished college. She died in an explosion, when the terrorists hit that day."

"Oh Corey," Fluttershy said, hooves over her mouth as her eyes shimmered.

"I'm so sorry!" Rarity cried. "I— I suppose, she was your very special somepony?"

"No, nothing like that. Just old friends."

"They knew, didn't they?" Twilight asked. "The ones who asked you to kill Mandeville?"

"Yes," Corey answered. "They figured I might be especially motivated to finish the job, if I had a personal stake in seeing him taken down."

Twilight stared into Corey's eyes, seeing something in them that was at once unwanted and familiar.

"Killing Mandeville won't make it hurt any less Corey," Twilight said.

Corey sighed. "None of that matters anymore. What matters is what's happening now. I have a responsibility to the people of this world now. I swear I'm going to do whatever I can to make things right.

"Twilight, you said your name was?"

She nodded.

"Twilight, I promise I'll only do what's necessary. And... Dash?"

"Yes," Rainbow said, still stone-faced.

"You don't trust me.” It wasn't a question. "I don't blame you. You don't have to stick with me, but if you want to follow, you're welcome to."

Rainbow Dash groaned. "I'll go along with this for now. But if you do anything to get my friends hurt, I'll throw you off a cliff."

"Fair enough," Corey muttered, smirking. "Let's go shopping,"

Corey opened the girder into another tile-arm maze, but a small one. The structure was small enough that they saw the facility outside, after the floor tiles ended. Corey stared upward as they moved, searching the cracks between tiles.

"Here we go," he said, hitting the button on one of the arms, which lowered in response.

"A few of us will need to stay here in case the tile—"

Rainbow nudged Corey forward. "Yeah yeah, we figured that out before. Pinkie n' I will keep watch here."

"Aww!" Pinkie whined. "But my stuff is in there too!"

"Actually," Fluttershy whispered, "I can stay with you Rainbow Dash. I don't really want to go back in one of those rooms anyway."

Corey stepped into the room. It was, in essentials, a living room sized space with a single bank of lockers on the far wall. "Alright. These take a little force to open, but they're not locked. Anything you can find, anything useful, take it if you can carry it."

Twilight did a double-take before leering at him. "Wait a minute, I thought we were just getting our stuff back, not stealing other ponies belongings!"

"You only ever found this place because I showed you where it was. I kinda' doubt your fellow prisoners will find this place themselves, so it's no good to them. Waste not, want not."

Twilight glowered. "Fine, but only stuff that's going to help us."

Eyes wandered to Rarity, who had already magicked a locker open and was privately modeling a scarf and sun hat she had found, checking herself in a hand-mirror. Upon realizing the attention, she stopped.

"What? What if it gets cold, or we run into a wandering celebrity—"

"Unless its camouflage to hide your viciously obvious colors from the Spotter drones," Corey said, "put it back."

Rarity moaned a stream of complaints, but did as he said all the same.

Meanwhile, Twilight focused her magic, drawing Trixie's attention. "Aren't you afraid a spell will bring Mandeville's drones?"

"It's a low-power spell," Twilight explained, "The 'missing-sock-spell' some ponies call it."

With a 'pop,' Twilight's horn let out a twinkling orb of magenta light which trailed to one of the drawers. The drawer shot open, and a saddlebag with Twilight's cutie-mark on it rose from amongst the bric-a-brac inside.

"Like a charm," Twilight sang proudly, searching and reorganizing the bag's contents.

"Oh there ya' are!" Applejack cried with her softest smile, scooping her prized stetson from yet another locker and placing it back in it's place atop her head.

"That mean ol' machine didn't hurt you now, did it?"

Corey watched on with a bemused expression on his face before shaking his head and continuing his search.

"Ooh!" Pinkie cried, as something in one of the lockers blasted confetti into her face while making a sound like a party favor. "Found my bag!"

Trixie exclaimed in revulsion upon opening one of the lockers. "This food has been here much too long for a civilized pony."

"Hip flask..." Corey muttered offhand as he sifted through another locker. He unscrewed the top of the flask and gave it a sniff. "Alcohol. Good disinfectant if there's an injury. And painkiller."

"I found some matches!" Applejack said.

"First-Aid kit!" Twilight reported.

"Damn good.”

"Superb!" Trixie exclaimed, pulling a starry jeweled cape and pointy magician's cap from the locker and putting them on with a flourish. "The Great and Powerful Trixie, a slave no longer! Master of her own destiny, and perhaps, the destiny of all Equestria!"

"I swear Trixie," Twilight muttered darkly, "I'm doing all in my power to be civil with you after all that's happened. But if you slip back into your old habits, I'm shoving that pointy hat right up your nose!"

Trixie recoiled, eyes searching the room, as if to find the softest wall in case Twilight attacked again.

"And you know I can do it, too," she hissed, before returning to the lockers.

"Aha!" Rarity cried in delight, holding up two-dozen clear and shiny hollow discs. "I found our shoes!"

"You were wearing glass shoes?" Corey asked.

"Diamond, dear.”

"Diamond?! Where in the Hell did you get shoes made of diamond?"

"Well, I made them actually," she said proudly.

"You're a jeweler?"

"Oh hardly darling. I'm a seamstress, but gems factor into my designs rather frequently."

"You can say that again!" Rainbow called from outside, forcing a frown to slither onto Rarity's face.

"How do you afford making footwear out of precious stones?" Corey asked

"Oh Corey," Rarity giggled, "you make it sound as though diamonds are rare!"

"As-as though—" Corey stammered, his left eyelid twitching.

Corey went silent as the mares put on the fancy footwear, until Twilight waved at him for his attention.

"So Corey, I don't suppose you know where Mandeville's building ended up, do you?"

"What, like, in your Equestria?" Corey said, prompting a nod from Twilight. "No. Best I figured is we're underground."

"Well we entered through the west wall, through the side of a mountain," Twilight continued, "so I figure that's our best chance of getting out of here."

"Mmm," Corey murmured in agreement. "So we need our bearings. I've got a—"

"Compass spell?" Twilight’s horn glowed. "No problem!"

With a flash, an arrow of light pointed in towards the bank of lockers.

Corey watched it, pulling a physical compass from one of his pockets and checking it himself. "Yep. Magnetic north.

"So we're headed that way," Corey told them, pointing to the left.

"Well alright then!" Applejack said. "Come on, y'all, let's hop to it!"

"Actually." Corey sighed. “It might not be so simple."


"Aw... Ponyfeathers!" Applejack exclaimed, eyeing the gap before them.

They had traveled as far west through the safe girders as they could, but reached a dead-end and emerged on top of a structure, facing a hundred-yard gap to the next cluster of buildings near the outer wall. In between was a thoroughfare of moving girders and tiles rushing to and fro in an ordered frenzy.

"This is as far as the safe stuff goes," Corey told them. "Otherwise we've gotta head down, and that's gonna be a long slog with a harder climb back up.

"If you magical ponies have any bright ideas, I'm all-ears."

"Fluttershy and I can take everypony one by one," Rainbow offered, hovering in anticipation.

"I'd rather not. We're going to be seriously visible if we have to play 'Frogger' for that long. I'd rather we made it all together."

Fluttershy turned to speak. "Twilight, you're good at winking-out: maybe you can wink us all to the other side?"

"Ulgh!" Rainbow Dash winced. "Fluttershy, nopony calls it 'winking-out' anymore. It's teleporting! No offense, but that's so old-fashioned it's tragically lame."

"Wait a minute," Corey’s brows knit. "she can fucking teleport?"

"It's a spell Princess Celestia taught me growing up. But I've never done it with a group this size though. That much magic would tell Mandeville we were here right away.

"And can I ask you something?" She turned, frowning at Corey.


"What is that? Those words you and Mandeville use whenever you're frustrated? The two of you speak perfect Equish most of the time, except for the 'some-buddies' and the 'any-ones' and those odd bits of gibberish when something upsets you."

"You mean curse-words?"

"Y'mean yer' tryin' to put a curse on somethin'?" Applejack asked with lost eyes.

Corey shook his head. "You ponies really know nothing about profanity?" he said to unanimous head-shakes. "They're inherently 'bad' words in the English language. We say them to emphasize things. For instance, you can tell someone is more serious if instead of saying 'what' they say 'what the fuck.' "

"Huh," Twilight vocalized thoughtfully. "What does it mean though? 'Fuck?' "

"It's..." Corey tapped his foot awkwardly. "A really vulgar word for 'fornicate.' "

"Oh..." Twilight’s face turned blank as her cheeks reddened in seconds.

"And—" Rarity began, similarly red. "And you thought that, in any language, was something to say in front of ladies?!"

"It's not usually taken that literally. It's more like when you say 'shoot.' It's pure exclamation."

Suddenly, Corey cried in surprise as his own hand glowed pale blue before he slapped himself in the face.

Rarity harrumphed, turning her back on him. "How is that for an exclamation? This is nothing like the dashing soldier we met earlier."

"Y'know," Corey said, rubbing his cheek with the same hand that hurt him, "you unicorns are pretty handy with that telekinetic stuff. Why don't you just float everyone over?"

Rarity scoffed. "Unicorns have a bit of magic, dear, but precious few ponies can levitate something as large as another pony without significant effort. I'm aware Twilight can do such things—"

Trixie clucked her tongue at Rarity. "You forget, dear. Trixie is not so untalented herself."

"Yes, we know," Twilight finally groaned. "But besides, with all those things whizzing by, moving everypony accurately is going to be difficult from over here."

"Well why don'tcha do like Corey said?" Pinkie suggested. "Move everypony!"

"That would just make it worse!"

"Nuh-uh!" Pinkie sang "Not if you float over with them!"

"What are you gettin' at, Pink?" Rainbow asked.

"Well, why can't a unicorn float herself?"

"Pff!" Rainbow exclaimed before laughing heartily. "A unicorn? Fly? Pinkie Pie, you crack me up."

"Pinkie," Twilight said, "I can understand using magic on your hair, or another part of your own body, but the whole thing?"

"Why not? I've seen Pumpkin do it before when I was foalsitting. That and phase through solid matter. Boy, does foalproofing ever get tough when that happens."

"Well, I suppose it's not totally unheard of. But newborn unicorns are all instinct: they don't really think about it, they just sorta' do it."

"Well, then stop thinking about it, Thinking-McThinkerbrain! Just do it!"

"Or barring that," Corey muttered, "sprinkle some pixie-dust..."

"Oh sure Pinkie!" Twilight sang in mockery, her horn lighting up as her entire body glowed magenta while her eyes closed. "I'm just gonna up and fly today! Yep! Whoosh! And off I go into the wild blue yonder!"

"Um... Twilight?" Rarity said, staring.

"Hay, maybe after I float on over to the other side I can take us all to Cloudsdale! Maybe I'll be the first unicorn ever to win the 'Best Young Flyer Competition!' "

"But Twilight—!" Pinkie cried.

"No 'buts' Pinkie. We're just going to have to find some other way, because there is no chance in a thousand years that this unicorn is leaving the ground under her own power."

"Twilight?" Applejack asked.

"Oh, for pony's sake!" Twilight yelled. "What is it?"

"You best not be looking down, sugarcube."

"Huh?" Twilight finally opened her eyes. "What are you talking ab— WAH!"

Twilight's hooves paddled pointlessly in midair as she hovered a good ten feet above them.

"I, wha...? How'm I...?" Twilight squeaked as her body jerked up and down. "This is impossible!"

"Just think of yourself like one of your books!" Pinkie cried, bouncing on the tips of her hooves.

"Hey!" Dash shouted. "That's not fair! She's already great at magic, now she can fly?!"

"I'm a book!" Twilight muttered to herself. "I'm a book, being set down on the coffee table... Book... Coffee table..."

Steadily, Twilight lowered herself down, all eyes on her until at last, the glow vanished, and she fell in a heap onto the metal roof.

"Oh Twilight!" Fluttershy said excitedly. "For your first flight, that was really wonderful!"

"Thanks, but..." Twilight said, picking herself up. "I just don't understand! If it were as simple as that then how am I the first unicorn I've ever heard of to do it?"

"Well aside from Trixie," Rarity said while the blue unicorn behind her glowered in silence, "how many unicorns have you heard of whose unique talent is magic?"

"Princess Celestia did tell y'all you had more talent than anypony she'd ever seen," Applejack added. "Hay, you even represent the Element of Magic. That has to count for somethin'!"

"This is just...! Argh!" Twilight growled. "Do I even need to say how useful this would've been in the past?! Climbing up to that dragon, getting away from that hydra, and every other unnecessary risk we took in the name of gravity?"

"Personally, I don't care," Corey said, to the sour glares of many of them. "What I do care about is whether this means we can cross here now."

"I think I'll need to practice this a little before trying something like that. If I slip up somehow, somepony could seriously get hurt, or worse."

"Take the time you need to do this right then. But I can't pretend we're not on a time limit."

"Alright then," Twilight muttered to herself, once more glowing magenta. "Don't think it, just do it... Take the book off of the shelf..."

And like a balloon, Twilight was off again. "Oh, this is so weird!"

Most of them continued to watch except for Trixie, Applejack, Rainbow Dash and Corey. Corey was taking this opportunity to check his weapons, pulling back slides and switches, checking for problems with a professional eye. Rainbow's face was screwed-up in concentration as she limbered up, while Trixie turned her back on the entire affair with a huff.

A huff not unnoticed by Applejack. "Bit jealous, huh?" Applejack asked wryly.

"What? Here to rub more shame and failure in Trixie's face? You already know the answer to your question."

"I 'aint here to rub nothin' in nopony's face," Applejack said gently. "But it doesn't sound like the thing that put you and everypony else in this here position has left."

Trixie glared at her, but didn't answer.

"You've shown your heart's in the right place, if it took a spell or two to get there," Applejack continued. "You made to do right what yeh' did wrong. But you still don't feel much different about Twilight now, do ya'?"

"How can I?" Trixie asked, watching Twilight as she hovered in a circle, before lifting a giggling Pinkie Pie into the air as well. "She cast a shadow over everything I've ever done. I spent years developing unrivaled skill. And in a single night, I go from being the best, the Great and Powerful Trixie... to second-rate."

"Well that's just silly, 'aint it?" Applejack chuckled, receiving a glare from Trixie.

"Silly?" Rainbow said, butting-in. "What's silly about wanting to be the best? I did, and I totally am."

"Hold up there, Heather. Never said there was anything wrong with wantin' to be 'the best.' But findin' out you're not and throwing a bit huffy fit over it is just silly.

"I mean shucks, Sweet Apple Acres prides itself on bein' the best in the business, but we 'aint the only apple farmers in Equestria. Havin' competition keeps us all motivated-like. An' if it turns out there's somepony out there doin' it better than we do, well hay, it gives us somethin' to shoot for. Shows us we can still be better than we are."

Rainbow Dash gave a soft smile. "Yeah. If I hadn’t had the Wonderbolts to look up to, I never would've worked so hard on my flying."

"So, you're saying..." Trixie frowned thoughtfully. "Sparkle didn't rob me of my purpose... She gave me a challenge, so I could improve?"

"Now yer' gettin' it. And I know it hurts to have your pride hit like that, but it deflated that big head of yours a mite bit. Knowin' a little humility never hurt nopony."

"But what can I do now? None of the ponies in the towns I go to want me there. And after everything I've done, I'm just going to be jailed or banished anyway."

"I won't lie," Applejack sighed, "your part in all this makes you part responsible for what happened to our friend Spike. But on the flipside, nopony might've found this place out in time to reach Canterlot. And I reckon without us knowin' what we know, Corey included, Equestria might never have stood an apple's chances under a hoof.

"Still might not anyway, but it's better than a smack in the nose with a rusty horseshoe."

"And I gotta be glad you saved our necks back there," Rainbow added. "I'm still kinda' shifty-eyed with this Corey guy, but if you convinced him to help us outta this mess, you're on your way to 'okay' in my book."

"Plus, Princess Celestia knows us, and we can vouch for ya'," Applejack said. "There'll still be some consequences, if I know the Princess at all, but she'll be fair with ya'."

"Do you really think so?"

"Celestia's actually pretty cool," Rainbow said. "She's nothing like a lot of those stuffy Canterlot types."

"Okay, I think I've got the hang of this!" Twilight called, Fluttershy and Pinkie orbiting her as she floated. "Check it out, we're a helium atom!"

" 'Cause we're floating?" Pinkie asked, caught in the midst of an unstoppable fit of chuckles as Twilight set them all down.

"Helium atoms have—" Twilight started before shaking her head. "Nevermind. I've gotta tell ya' Rainbow, is that what us ponies have been missing all this time? It's a hoot!"

"Ha! Don't start comparing like you've got a pair a' these babies," Rainbow told her, wings flapping proudly. "You might be able to float like a parade balloon, but you'll never outpace a Pegasus."

"As long as she can ferry us over," Corey said, "I couldn't care less about egos right now. So how are we doing this?"

"I'll take Pinkie Pie and Rarity like before," Rainbow said.

"I'll get Corey and Trixie," Twilight said, "that way Trixie can get Applejack and Fluttershy.

"You can handle that, right?" she asked Trixie, who glared.

"Yes, Trixie can 'handle' carrying two ponies.”

"Alright then, positions next to your carrier everypony!" Twilight said.

They lined up eight abroad, facing the expanse before them.

"Alright carriers, pick up your ponies!" she ordered, bathing Trixie and Corey in her magenta glow as they rose from the floor. Beside Trixie, Applejack and Fluttershy rose in their own violet glow.

"Ready?" Twilight asked, glancing around and seeing nods all around, save —predictably— for Fluttershy. "Go!"

Twilight finally wrapped herself in magenta and rose into the air alongside her friends. Corey took a single look down as they passed over the ledge and turned his eyes to the ceiling, muttering to himself. Rainbow Dash flapped easily past a few moving girders as Twilight focused on maneuvering steadily through.

Applejack eagerly watched as terra-firma crept ever closer. "Halfway there!"

"Uh huh!" Meanwhile, Corey’s eyes were fixed upon the ceiling far above them, his forehead drenched with sweat.

And then a buzzing sound met their ears, and CAIRO's voice spoke behind them. "Prisoners and intruders.”

As the mares and human turned, they saw one of the hovering four-rotor machines that had captured Rainbow Dash before.

"Shit, Spotter!" Corey cried, grabbing his AA12 and swinging it in the drone's direction. His finger pulled on the pump mechanism below the barrel, and a fiery 'pak' sound penetrated the air as a flash erupted from the end of the barrel.

The Spotter, however, was unharmed. "Please lower your weapons and lie on the nearest viable surface with your forelimbs behind your back," the Spotter ordered, pointing its barrel at them in turn.

"The Hell...?" Corey muttered, as a string of glowing metal pellets floated listlessly out of the gun. "Twilight, your damn magic is holding my bullets!"

"I'm sorry!" Twilight moaned, still moving the group to the roof in front of them. All at once the glow surrounding Corey vanished.


"Oh my gosh! Corey, I'm sorry!" Twilight cried, grabbing hold of him again and bringing him back to their level as he continued yelling his head off.

"Are you kidding me?! Are you fucking kidding me?!"

"Corey dear, are you alright?!" Rarity asked, standing beside Pinkie Pie on the roof.

It took a few seconds for Twilight to realize why two of her friends had already landed, and to answer the question of where Rainbo—

"Yargh!" Rainbow cried, slamming hooves-first into the Spotter drone from above it, which had been busy tracking Corey because of his sudden and dramatic fall. Plastic warped and crumpled as Rainbow and her diamond shoes smashed the little scout into the metallic rooftop. Its bent barrel jerked around feebly as a lone rotor spun, making it spin pathetically in place on the floor.

Rainbow turned her back to the thing and gave it a swift kick off the ledge with a single hind leg. "That's for the needle, poser!" she called after the drone, whose crashing and clattering softly echoed back to them as Twilight brought the others to the roof at last.

"Nice going there, Rainbow!" Applejack said, beaming.

Corey took a moment to kiss the ground upon reaching it before shakily getting to his feet and looking to Rainbow Dash. "Quick thinking there Dash. You don't mess around."

"I do everything quick, ape-boy.”

"Need Trixie remind you foals," Trixie interjected, "we've just been discovered?"

"She's right," Twilight said firmly. "We need to get moving, now! Corey, does any of this look familiar to you?"

"Yes, this is just...” He glanced around to get his bearings. “South of one of his main hangars. It leads right outside, if it's not completely buried."

"What's a hangar?" Twilight asked.

"Place they store and launch aircraft fro—"

"Prisoners and intruders," three additional Spotters said as they closed-in on the group from behind.

"Run for it!" Pinkie cried.


Adrian Mandeville watched the ponies and soldier on his monitor. They were fleeing over the rooftop, far closer to escape than he had expected them to go. Too close.

The soldier, some spec-ops kid, had an old auto-shotgun firing at his Spotters. A few of them went offline in the process, their cameras showing him blackness.

What was more, Trixie was there! Survived, somehow. This might all end quite well for him.

"CAIRO," he said, not taking his eyes off the screen, "why are the drones behaving as though they'll be taking more than one prisoner?"

"Simpler to terminate the others while assuming surrender positions," CAIRO answered.

"Well they're not doing that, obviously!" Mandeville shouted. "Subdue Sparkle and Trixie. As for the rest, take them out!"

"If I might suggest something..." CAIRO began.


The outer wall stretched before the eight, across a field of vents and pipes. To their right another structure towered, built in a hexagonal shape, pieced together traditionally without tiles.

Corey's gun had blasted two of the three Spotters out of the air, but the third one had taken to literally flying circles high about them, taking shots in front of them rather than at them. Too high for the AA12's pellets to reliably reach.

"I know a thing or two about rustling critters," Applejack panted, "and this thing is trying to corral us!"

"Bringing us into a kill-zone," Corey panted as he ran, very nearly tripping as he watched the drone circle like a vulture. "Mandeville's got something waiting for us."

"Do you think he knows where we're going?" Rarity asked, easily keeping pace with him.

"Doesn't matter," Corey said, "this way is all I've got. We'll be Swiss-cheese before we find another wa—”

With a great series of clunking noises, sets of tiles in the walls of nearby structures dismounted from their positions and began moving in force towards them along the girders. With great purpose, the lifelike walls swarmed in both from above, to their right and behind them.

Applejack whipped her head towards Corey. “Mandeville’s swinging the gate shut, pard’ner! Whatever we do, it better be quick-like!”

"There!" Corey cried, turning to a brightly-lit doorway in the side of the hexagonal building. "Twilight, can you jump us in there?"

"Yes! Everypony ready?"

"Just be prepared to fight or hide as soon as we're there!" Corey said. "Alright... do it!"

Twilight's horn glowed as her face screwed-up in concentration. With a great grunt, the group vanished from sight.

They burst into existence in the hallway of the hexagonal building. Twilight gasped as she tried to catch her breath again. The others whirled around in search of an attacker.

Rainbow left the defensive stance she had taken. "Nothing yet."

"So this is a hangar?" Pinkie asked, "I don't see anything hanging."

"No, this is it. And the runway should be just around that bend."

He walked forward to the corner and poked his head around it. As though he'd been electrocuted, he leapt away as a deafening sound of gunfire filled the air and echoed through the cavernous structure. Sparks flew from parts of the wall as bullets struck, peppering it with dents.

"Wh— what in the world is that?" Fluttershy asked.

"An ambush. CID, around a dozen of them."

"What do we do?" Pinkie asked.

"Can't ya' use one a' them little balls you used when ya' rescued us?"

"They're spaced too far apart," Corey said, "and they can move fast when they've got the room. And they definitely have it here."

Rarity frowned a moment as her lip pouted in concentration. "So what you need, is to keep them close for a moment?"

"You have a plan?" Twilight asked.

"Better, Twilight dear." Rarity opened her bag and extracted a salmon-colored spool and her hand-mirror. "I have upholstery-grade thread!"

"I don't suppose you'd rather use my rope?" Applejack offered skeptically, pulling a lasso from her own bag.

"No no," Rarity said, threading a needle and unspooling the thread, "this requires a more delicate touch."

"You sure you can handle this with a mirror?" Corey asked, smirking.

"Darling," she laughed, "you've really no idea who you're talking to."

And with a flourish, she angled the mirror around the corner, and sent her needle and thread to do their work.

A few of the CID followed the progress of the needle, the others watching the corner unflinchingly. The needle set about, winding through delicate sections in their joints, around limbs, and the gaps in the CID's white armor. One CID began firing at the mirror as they recognized the danger, and quickly found its gun wrapped-up tight and tied to its head, preventing it from aiming properly. A few of the CID worked with their hands to grab and break the thread, but were promptly trussed-up as Rarity scolded them with a 'tut-tut'.

Finally, the thread spun around the entire group, pulling them together in a mess of flailing mechanical limbs.

The thread snapped purposefully as Rarity turned to Corey, batting her eyelashes. "I do believe that's your cue," she said, offering the mirror.

Corey let out a bark of laughter as he took it, and pressed a button on one of his EMP grenades. Taking careful aim with the mirror, he tossed it at the pile of war machines.

A familiar flash and sizzling sound announced the death of the CID, as they walked at last into the hangar proper.

It was a long hall lined with dozens of flying machines of various design. Gargantuan in scale, it appeared to go on forever. Twilight recognized the machines she'd seen in the tour video that had destroyed a tank. Others were bulkier, and a few others had space for humans to sit.

At the east-end of the hangar was a great steel bulkhead, but the west-end looked to be a true —if massive— door. It was, however, barely visible from this distance.

"That's a bit of a walk," Applejack said apprehensively.

Rainbow Dash sighed. “Maybe for you. If it were just me, I’d be out of this place by now.”

“Hark!” Twilight feined listening closely for a sound. “Is that all that loyalty you’re so famous for I’m hearing, Rainbow?”

“Hey, I’d never leave you guys hangin’, but waiting up for everypony is hard when you’re me. And that’s before Corey!”

She glared at his feet. “Seriously guy, how does something with legs that long move like a slug?”

“Humans are long-distance runners. We’re about endurance, not speed.

"Either way, it's a good thing we're not walking,"  Corey said, jogging to a nook in the wall, where several large, wheeled objects sat in silence. Corey motioned to one of the largest: box-shaped, yet sleek. Nearly fifty feet long and ten feet tall, large enough to host twice their number.

"What is it?" Pinkie asked. "And why does it have angry eyes?"

"Those are headlights. They just kinda' look like eyes. Mandeville Arms used to be run with a large human staff, so when it all went fully automated, there ended up being a lot of leftover stuff. These shuttles took people across the runway in a loop. They're drones too, but they have manual driving for emergencies."

"What's to stop Mandeville from stopping this thing then?" Twilight said.

Corey responded by taking his USP Match and obliterating an antenna seated atop the shuttle in a shower of plastic shards and sparks. "No more link. And a bonus..."

He plugged a few more shots suddenly into the side-panels and windows, which dented and cracked, but held all the same. "This being an armed hangar, he made these things bulletproof. Hell, even the tires he uses have some kind of anti-flat system on top of Kevlar."

“Who?” Fluttershy asked.

"So we'll be safe in this thing?" Trixie asked.

Corey shrugged. "Well, no guarantees, but—"

They turned as the high-pitched whine of mechanical limbs built in force along the clatter of irregular footsteps on metal.

"Everypony in!" Applejack cried, ushering them into a door in the side of the shuttle. Corey stepped in last, closing the door and stepping into a seat in the left with a wheel in front of it.

The inside was hollow, just a hallway with seats lining the windows. Thankfully for the ponies, the seats were large enough to sit on without resorting to Corey's method, with his legs hanging down as he tested some sort of pads on levers where his feet were.

"Emergency manual." He noted a yellow and black button near the wheel. "Yes and yes."

He pressed the button, and the great vehicle rumbled to life beneath them.

"Girls, get ready to fight," he told them, "because this is it."

"Alright!" Twilight said, a glint in her eyes. "Fluttershy, Rainbow Dash, keep a lookout for any immediate dangers."

"On it!" Rainbow cried with a salute.

"Pinkie Pie, you're on distraction detail," Twilight continued. "The fewer CID firing at us the better, so whatever you've got to get their attention, there's an emergency escape hatch in the roof to send it from."

"You betcha'!" Pinkie cried, pulling a string of firecrackers from her bag.

"Applejack and Rarity. There's a hatch leading to the underside too. Whatever you can work with the ropes and fabric from here to slow the CID down buys us time."

"Trixie." Twilight turned to the ex-magician, "You're with me. Any spell that comes to mind, anything to protect us or stop them."

"Trixie will do her best!"

"Okay, this is gonna be rough!" Corey said as he pressed the pad down with his foot and the shuttle screeched out of its space, turning towards the hangar door, and sea of CID closing in on all directions.

"Holy tamale, there's hundreds of them!" Pinkie cried.

"Mandeville's not kiddin' around anymore!" Rainbow said.

The CID began firing, and the noise of the impacts was great and terrifying. The glass, however, barely received anything.

Rainbow took notice of this. "Hold it! They're aiming low. I think they're trying to take this thing out, not us!"

Twilight turned to the soldier. "Corey! Does this thing have any kinds of weak-points?"

"It's electric, so no gas tank to combust. I'm guessing they're aiming for the tires! Tough as they are, it's just rubber filled with air. They get punctured, we stop moving."

“Like you could tell!” Rainbow said. “Why are we moving so slow?! I could run faster than this!”

“This thing has a top speed of thirty miles-per-hour, it wasn’t built to be out on the highway. But if you want to hoof it, be my guest!”

Rainbow turned to stare at the carnage outside.

“I’m good.”

"Okay, I'll form a force-field around the shuttle,” Twilight said. It's not going to do much against an anti-magic enchantment, but it's better than nothing!"

With a slight effort, a magenta bubble expanded around the shuttle. Immediately, the sounds of impact reduced by half as flecks of metal appeared on the bubble before clattering to the floor.

"Christ, that helps! I thought you said it wouldn't do much?" Corey said, as he swerved to avoid a parked flying machine, surprising a CID, which was run-down and smashed by the shuttle. The bubble, however, didn't miss the flying machine, which was shoved violently out of the way and into a wall. "I'm guessing these aircraft didn't get that anti-magic stuff either!"

"Mandeville must not have had the time to enchant everything yet!" Rarity said. "We only did so much in a day, after all!"

"He must be sending a lot of the unprotected units as cannon-fodder," Corey suggested, as another CID failed to escape in time, this time being flung away by the force-field itself.

"Ha!" Twilight grinned. "Trixie, let's sweep these CID off their hooves! You take the left side, I've got the right! Applejack, Rarity: you take the spares!"

And with that, the two unicorns lit their horns as a wash of purple and magenta flowed from the sides of the shuttle like luminescent wings. Nearly half the CID or other objects caught in it were dragged to the floor, tumbling and scraping against the steel. The sound forced Corey to risk a peek at the spectacle, at which his pupils contracted.

Jesus... Remind me not to fuck with you unicorns.”

Twilight turned red, her focus wavering a moment. “What does... that, have to do with anything?!”

 Corey glanced at her “Huh?”

And then it hit him.

“Oh god, that’s not what I meant! Exclamation, remember?! Exclama—

“WALL!” Fluttershy and Rainbow Dash shrieked, prompting Corey to whip his head back around. The shuttle had managed to drift left, into a nook in the side of the wall, towards a metal wall.

Shouting incoherently, Corey turned the wheel wildly right, but overcorrected and ended up off course, causing the shuttle’s occupants to stumble into the left side of the vehicle, and the vehicle itself to tumble lift off onto its right wheels. The party screamed as Corey tried in vain to turn the steering wheel back.

“I’ve got this!” Dash said, righting herself and launching into the left side of the cabin, beating her powerful wings as the shuttle nearly did donuts on the runway.

The CID barely reacted to the spectacle, other than to fire shots into the exposed undercarriage. The sounds of bullets on the floor seemed to complete the chaotic scene.

Finally, with a great grunt, Rainbow tilted the shuttle enough that Corey could correct the wheel, allowing the left wheels to smack into the ground once more, the frame creaking in protest.

“New rule!” she said, panting. “No more chatter from the pilot!”

“Agreed...” the group at large moaned as they got back into position dizzily.

Corey drove through a line of parked aircraft, the shuttle now facing north. Sideways from their destination.

“Damn, looks like we’re taking the scenic route.”

The shuttle turned again, the shield blasting away some aircraft while Corey weaved between others, making for their exit as the CID regrouped. Before long, they were back on a straight-shot for the hangar doors.

Meanwhile, Rarity opened the lower hatch as Applejack fed her lasso beneath the undercarriage. Rarity took control of the rope, and more of her thread, stretching it taut out the sides of the shuttle. The closest CID to survive Twilight and Trixie's magical onslaught were promptly knocked down.

"Those CID sure can't jump rope!" Applejack noted, eyeing the mechanical carnage with satisfaction.

"But they sure love fireworks!" Pinkie cried, using the matches they found to set off volley after volley of brightly colored missiles out the roof and into the crowd of CID, some of which watched on uncertainly.

"Oh, over there!" Fluttershy pointed, barely peeking over the bottom of the window. "No, there! And over there! They just keep coming!"

"Ooh, ooh!" Rainbow exclaimed, poking Corey in the shoulder. "Three O'clock, big group, smash 'em Cor'!"

The group swayed as the shuttle swerved, and a great clattering met their ears as Rainbow hollered in laughing approval.

"That's what happens when you mess with Eques... tria!" she cried, receiving a frown from Pinkie Pie as she readied a firework as wide as her own hoof.

"Yeeshy-weeshy, that was a little forced.”

"Oh whatever!" Rainbow said, her face reddening. "Point is, we rock—!"

Rarity screamed as something in the hatch leading underneath the shuttle seized one of her rear hooves and started pulling her down.

"I'm comin' Rar'!" Applejack cried, leaping to grab her by the forelegs. As she pulled Rarity to safety, they saw a heap of metal, ceramics and sparks drag itself up from beneath the shuttle and point the muzzle of its gun directly at Applejack's forehead.

"No!" Rarity screeched, heaving her body to the left and forcing the mangled CID to miss as it fired a shot.

The shot wasn't for naught, however.

"Argh!" Applejack screamed as a crimson splash coated the windows and seats behind her.

"Applejack!" the ponies cried, as Rarity and the CID hoisted themselves into the shuttle.

The CID was scraped and scratched to the point that very few surfaces still gleamed. It stepped awkwardly with one whole leg, one leg broken-off at the joint, and one leg ripped from its hip-socket. It took aim once more, at Corey this time, who held his USP Match readily. He didn't fire however, as the CID stood between him and several of the ponies.

"You're scrap!" Rainbow Dash yelled as she tackled the machine, grabbing its weaponized arm and wrestling to keep it away from the others. This proved difficult, as however fearless her actions, Rainbow Dash was still fighting a machine, hoof to steely hand.

The CID was only barely held back by the Pegasus, and had one free arm to grab Rainbow Dash by the throat. She spluttered as her face turned red, and the pitiless machine pressed further, intent upon crushing the bones in her very neck.

"ENOUGH!" Fluttershy shouted, tears and fury in her eyes as she kicked the robot with shocking force in its own exposed neck.

Be it by a failure of its nervous system or sheer surprise, the machine released Dash's neck. She fell to the ground, coughing and hacking.

"You will NEVER!" Fluttershy screeched, smashing its shoulder assembly with another kick, the gun dangling uselessly.

"EVER!" A blow that shattered its black visor, revealing circuitry and an insect-like array of cameras for eyes.

"Touch my friends AGAIN!" The hit splintered much of the CID's ceramic chest-plate, sending it wobbling backwards towards the hatch.

"EVER!" Fluttershy bellowed, one last buck to the head sending it back into the hole, where it was crushed further between the undercarriage and the runway.

"Way to go Fluttershy!" Pinkie cried, finally tossing her long-lit firework through the roof in celebration. Seconds later, the screeches, whistles and bangs of the improvised explosive rang through the air. The rear windows flooded with the incredibly bright flashes strobing like an epileptic's nightmare.

Applejack!" Rarity called, looking the injured mare over. "Darling, you're hurt!"

"It— It does sting like a Manticore," Applejack responded, wincing as the sticky red fluid ran down her neck and pooled onto the floor.

"Where's she hit?" Corey asked.

"My ear," Applejack said. "I don't mean to complain, but dag-gummit, this really hurts!"

Indeed, a ragged hole in her left ear had been torn through by the CID's bullet.

"I've got that first-aid kit in my bag, but I'm a little preoccupied!" Twilight offered, expanding her magical reach farther as the CID changed tactics and were firing at range to stay beyond her reach.

Rarity trotted over to Twilight and dug through her bag for the kit. Once she'd located the tin container, she busied herself with some gauze and prepared to wrap the injury.

"It looks a lot worse than it is," Corey assured them, seeing the concern dripping from Pinkie and Fluttershy's faces.

The blood spatter from the gunshot had indeed made Applejack a ghastly sight. Blood dripped down her face and neck, but it had also splashed into her blond hair and onto the underside of her treasured hat.

"Rarity," Applejack said, managing a smile rather than a grimace, "I reckon you saved my life."

Rarity smiled back. "You saved mine first."

"Yeah," Rainbow Dash laughed, coughing. "And then Fluttershy here saved my neck, pretty literally."

"Okay, the sentiment is nice," Corey said, "but let's not forget we're driving a damned bus through a war zone, okay?"

"Oh, what was that?" Rainbow asked falsely. " 'Thank you Rainbow Dash, for jumping the rampaging death-machine and saving you from certain doom?' Well thanks, solider-boy! Great to know you appreciate it!"

"You want pleases and thank-yous?" Corey asked. "Go back to Kindergarten. Right now, this is a unit, and people in a unit watch each other's backs. You did what was expected of you, nothing more. You want a medal? Because that stuff comes after the bullets stop flying."

"What I want," Rainbow rasped, pausing to cough again, "is a little gratitude, you big jerk!"

"Fine. Thank you Dash, for doing your job. Forgive me if that sounds totally asinine—"

Corey swerved the shuttle violently as one of Rainbow's front hooves struck him in the side of the head. "You little blue bitch!" Corey cried.

"You try anything like that with me again and you're going home with a fucking limp, I swear to god!"

"You talk all big. How's about you and me, one on one, none of your weapons, and we'll see what you humans are made of in a fair fight?!"

"Wouldn't exactly be fair, you'd win hands-down," Corey said, regaining his focus on the runway.

"Well I— Huh?" Rainbow murmured as she realized what he'd said.

"Behind us!" Fluttershy shrieked suddenly. "Behind us!"

"Fluttershy, we're running away!" Rainbow reminded her. "There's a lot of stuff behind us."

"No!" Fluttershy cried, shaking her head frantically. "Look!"

The group turned and voiced their displeasure as they saw exactly what Fluttershy was talking about. Barely airborne, but closing fast, Twilight recognized the aircraft from the tour video as it hovered ever closer.

"Oh, fuck me!" Corey shouted, watching the craft approach in the rear-view mirror. "He's bringing the SHADEs into this!"

"SHADEs?" Twilight asked, not tearing her eyes from the thing.

"Supersonic High-Altitude Drone Eradicator. I hope your shield can take a savage beating Twilight, because these things are Armageddon on wings!"

As if to demonstrate his point, the SHADE made a whirring sound atop the thrumming. Seconds later, a hail of bright bullets erupted from two cannon barrels mounted under its nose with a deafening buzzing sound.

The group ducked and screamed at the thunderous force, which vibrated the very air around them. Twilight's force field shuddered and rippled chaotically as it deflected what appeared to be hundreds of rounds. After several seconds of nonstop firing, the SHADE ended its onslaught, hovering after them curiously before hanging back. Moments later, a double-barrel rotating turret popped out of the underside of its nose and took several carefully measured shots with no more effect than the cannons.

"Jesus," Corey muttered, shaking his head as he started to sweat.

"Another hit like that and my force field is gonna shatter!" Twilight said, getting to her feet.

"Trixie will handle the other machines!" the caped unicorn told her. "You work on that."

"What's it doing?" Rainbow asked, tilting her head. "It should be all over us, what is it waiting for?"

"Oh crap!" Corey exclaimed, sitting up straight as his eyes widened. "It's getting into range for a missile lock! Hey, Pinkie!"


"If you've got bottle rockets or anything that makes sparks headed away from us, now would be a good time! They're not quite flares, but you work with what you've got!"

"I'm on it, Mister Webber sir!" Pinkie said, saluting with her chest puffed out before grabbing a wooden rack of little rockets out of her bag. She leapt up with her legs splitting to land her back hooves on top of two seats across the shuttle walkway, reached up and set the rack out the top hatch and onto the roof of the shuttle. She struck a match with her mouth and lit the fuses in a fluid motion.

Two square compartments beneath the SHADE's wings lit up as two meteoric flares of light roared towards them riding columns of smoke.

"Ah Christ!" Corey yelled.

"Brace for impact, y'all!" Applejack ordered, grabbing one of Pinkie's hooves and making her yelp as she fell from the seats to the floor.

The missiles were within a hundred feet of them when Pinkie's improvised countermeasures whizzed off in a fit of sparks and shrill whistles. The two missiles reacted like attack dogs with strips of bacon thrown past them. One chased after a bottle rocket, just missing them and plowing full-tilt into the ceiling on the north side of the hangar with a blast of air and fire that might have leveled any building in Ponyville. The other turned-tail completely, forcing the SHADE to weave sideways with surprising grace to avoid its own projectile. The rogue explosive struck the bulkhead at the end of the hangar they'd just left, creating the sense that the wall itself was made of fire.

"Holy horseapples!" Twilight said, voice shaking, her eyes pinpoints. "If that'd hit us, w-we'd be a smudge on the floor!"

"What even just happened?!" Rainbow demanded, her jaw slack, and one eye halfway wincing shut. "Why did that work?"

"Those missiles use an infrared guidance system," Corey answered. "They see heat and hone-in on it. We use flares to confuse the guidance system, make it chase the flares instead of us. I guess fireworks work too."

"It's back!" Pinkie shrieked, as the SHADE lined itself up for another volley. "And I'm out of firecrackers!"

Applejack’s brows met in the middle. "Corey, we need to hide!"

"Hide where?!" Corey shouted, his right hand outstretched as he grit his teeth. "This whole damn thing is a straightaway!"

"Then make this thing go faster!" Rainbow ordered, jumping in.

"It doesn't matter!" Corey said. "We've still gotta open one of those huge-ass blast-doors when we get there! Either we take this thing out, or it takes us out!"

"Oh no!" Twilight moaned, as the second pair of missiles finally screeched towards them.

"Do something Twilight!" Pinkie shouted.

"Okay, okay!" Twilight said, her breathing ragged as her horn lit up once again.

Twilight's expression went blank as the projectiles stopped in midair, their fiery trail looking more like a blowtorch with them immobilized. "Is this a joke?" Twilight asked, a frown deepening as it slid onto her face. "Is he that desperate to stop us now?"

Twilight spat a breath out as the missiles sped backwards, against their own thrust, and right back at the craft that sent them. The SHADE turned and moved in full reverse, trying to evade the Twilight guidance system. But in a cramped space filled with obstacles, the SHADE became pressed against the ceiling as the missiles caught up and detonated.

The flaming wreckage of the SHADE fell after the initial explosions, upon which another blast expanded from the fuselage as the rest of its ordnance ignited. The resulting blast filled the ceiling of the hangar with smoke, and a raging fire danced across the runway behind them.

"Yeah, yeah yeah!" Rainbow cried, pumping one of her forehooves up and down victoriously. "Woo! 'Returned to sender!' "

She and the others yelped however, as the shuttle violently bounced twice over something in the road, and a series of great popping noises shot through the vehicle.

"What the hay was that?" Applejack asked, her eyes wide.

Corey groaned as the shuttle came to a stop, though he managed to turn it so the door-side faced the great hangar doors, leaving them less exposed. "The right-side tires blew," he said, halfway chewing his bottom lip. "I guess the CID managed to chip at them after all. We just ran over part of the inner blast-door."

"Inner door?" Trixie asked, still keeping the CID at bay.

"Yeah." He pointed to the left wall a hundred feet away. "There's an override switch over there that'll close us off from the rest of the hangar. The outer door opens in sections, so the inner door is one solid piece to protect the hangar from attack. Any chance you can reach it?"

"Naturally!" Trixie exclaimed, her horn glowing again. This time however, her eyes narrowed deeper and deeper until she turned to him. "I can't feel it! It's been enchanted!"

"Let me try," Twilight said, her own horn pulsating with power while Trixie seethed.

"Oh no, she's right!"

"Well of course!" Trixie spat, face screwed up in a grimace. "I'm not an incompetent!"

"So of all the things he practically let us have," Twilight said, not indicating she'd even heard Trixie, "he switches out the door controls to strand us at the last minute?"

"That's a long damn walk," Corey muttered. "Even if you made it over there somehow, whoever goes isn't getting that lucky twice."

"I could tie thread around the handle and pull," Rarity offered.

"But the panel's closed," Rainbow Dash sighed. "That is the panel right?"

Corey nodded as Twilight made another suggestion. "Well, I could make some cover with all those machine parts scattered around."

"That's a thought. You'll need to stick with the transports though. The CID will just target the missiles on the attack craft and turn them into explosives. And you saw the mess those make."

"Shoot!" Twilight exclaimed, only seeing a handful of transports, but enveloping them in magic and lining them along the path all the same.

Applejack’s tone was flat. "It 'aint enough. There's still way too much open space."

"What about..." Trixie strained, as the door to the roof of the shuttle wrenched itself off with a violet glow. "This? You said the parts of this carriage were immune to their weapons, did you not?"

"I did, but I don't know how far any of us will get, even if we play 'Captain America' with a bulletproof panel."

"No worries guys and gals!" Pinkie skipped towards the door. "I've got this!"

"Pinkie, no!" Rarity gasped, grabbing her poofy tail with her magic and trying to drag her away from the door.

"But I can do it!" Pinkie whined, her expression darkening as she struggled.

"Kid," Corey said, "I have to be frank with you—"

"Can't you be Corey with me?" Pinkie asked.

Corey only responded by pumping ferocity into his tone. "This is not a fucking game! Look Pinkie, you've got guts, but you're just going to get yourself hurt."

"Aww!" Pinkie sighed, her expression softening into a small smile. "You care about me! You're sweet! But I can still do this in two shakes of a peppermint cane."

"Pinkie, what makes you think you can do this?" Twilight asked her, stone-faced.

"What makes you think I can't?" Pinkie asked with a pout, before placing her forehooves on Twilight's shoulders. "You've gotta trust me on this Twilight. I can make it!"

"I—" Twilight croaked, feeling her eyes dampen as she hugged her friend. "I know you can. Please, just please come back. We love you Pinkie."

The others murmured their agreement, not taking their eyes off the fuchsia mare.

"Oh, you're gonna make me all blurry!" Pinkie said, pouting and smiling simultaneously as she stepped out the door, grabbing the door hatch and holding it like a shield.

"Hey, Pinkie," Corey started.

"Hmm?" Pinkie mumbled.

"You're annoying, but you're cute. Just thought I'd say that."

"Uh," Pinkie hummed, "Okay! Thanks, bye!"

And with that, she shot out the door. She poised herself at the edge of the shuttle, bobbing back and forth as she prepared.

"I'm not watching this," Corey muttered, turning his back as the other mares pressed themselves up against the glass.

"Ohhhhhhhh...!" Pinkie larked, taking one more bob before tossing her hatch-shield in front of her, which spun on its rounded corner like a coin before she cart-wheeled after it. Shots fired everywhere as she came out of the cart-wheel behind the spinning hatch and went into a trot, appearing and vanishing from the CID's view so she looked like a thaumatrope animation.

"Hey you silly CIDs, in your silly CID-y city! Where everything is cold and dark and nothing's very pretty!

"I know you're just machines, but hope you like this little ditty... about you silly CIDs, in your silly CID-y city!"

Corey had turned around to watch, and was surveying the scene blankly as the little mare found the halfway point and some of the cover Twilight had provided.

"Have I gone nuts, or is she really—"

"Eeyup," Applejack answered, similarly transfixed.

"On the spot, in the middle of a warz—"

"Yah huh," Rarity chirped.

There was a moment of silence as they watched a few CID closing in to surround her and force her from cover.

"Be honest. I'm in Hell, aren't I?"


Mandeville watched the scene before him with dwindling patience as the little pink pony carelessly trekked through no-man's-land without as much as a scratch.

"CAIRO, what the Hell is going on with the CID's targeting system?"

"All units are operating correctly," CAIRO reported.

"Then explain to me how this shit is happening!" Mandeville shouted, waving a hand at the monitor.

"CID targeting system has failed to anticipate current target's movements correctly. Target movement is... random."

Mandeville glared up at the ceiling in silence.


"Oh Mandeville, Mandeville, I think we've had our fill!" Pinkie sang, sidestepping a CID by slipping between its legs. The CID buckled as it's legs were torn apart by its fellows' bullets. Pinkie continued her steady trot, spinning her little shield atop her nose like a seal with a ball.

"All these pale fluorescent lights have made us rather ill," she continued, before grabbing the shield in her mouth and swinging it low in front of her body. She appeared not to notice as rounds ricocheted off the shield, and another CID behind her took one right in the visor as she tossed it high into the air.

"Doc Pinkie says you're loopy, but she won't send you a bill!" She versed, as a CID towered before her, aiming between her eyes before the shield dropped on its head with a sound like a gong, smashing its head and neck into its torso like a turtle.

"I'll go halfway and say this though: you're not run of the mill!" she leapt upon the CID to retrieve her shield, the dead robot being riddled with holes in the process. She caught it mid-jump and kicked off the CID, climbing onto the shield as she fell and slid across the runway like it were a pan sledge. She passed through a line of CID which fired as she passed between them, most of the hapless machines falling over as their fellows shot them by accident.

The way clear, Pinkie bounced and danced erratically as she began the chorus again, rounds whizzing past her but never meeting their mark. "Hey you silly CIDs, in your silly CID-y city! Where everything is cold and dark and nothing's very pretty!"

She opened the panel with the switch, only to find no switch inside at all. It had been removed. A CID with its gun-arm shot off grabbed for her with its steel hand from behind, but she had already ducked into her bag for something, and the machine grasped thin air. The CID found itself shot to pieces by its fellows as they similarly missed their opportunity, its arm shot-off below the joint.

"I know you're just machines, but hope you liked this little ditty..." The arm landed in Pinkie's bag, and she gasped to see it, grabbing it in her mouth and mumbling "Hey! F'anks!

Pinkie then jammed the end of the arm into the spot where the switch should be. "About you silly CIDs, in your silly CID-y city!" she finished, pulling the arm down, making the panel spark as a great rumbling noise signaled the massive inner door beginning to close. Two solid walls of steel rolled to meet in the center, one rising from the floor, the other lowering from the ceiling.

Mission accomplished, Pinkie Pie gaily cantered over to the shuttle as the massive door continued closing. Only now had Pinkie noticed all the sounds of gunfire near the shuttle, which was being circled by three CID. Only one CID —on the roof of the shuttle, gazing inside the hatch— had a direct line of sight with her. Now with a definite target, the CID aimed for Pinkie.

Almost immediately, the same CID appeared to change its mind and aim back at the hatch. The CID's head then exploded, a cloud of electronic shrapnel bursting into the air like a steel and silicon geyser.

In sudden desperation, a CID facing the side made to storm the shuttle-door directly. But no sooner had the door's segments begun to slide open than they were blasted off their hinges —the CID sent tumbling with it— by a pair of orange hooves. Following this, a length of rope gripped in a crystal-blue glow soared out and detained the CID before it had a chance to recover.

Only the CID at the front of the shuttle remained, and it resorted to firing at a single spot in the glass which became whiter and more dented by the moment. On an unrelated note, the glass higher up from this turned red-hot and molten as a laser-like beam struck the CID in the chest, which too melted through before the robot went lock-stiff and fell onto its back.

This done, the shuttle's occupants filed out, Applejack emerging first and giving the struggling CID Rarity tied-up a swift kick.

"That's for my ear!" she told it, tilting her hat forward with a hoof.

"Now really dear," Rarity chuckled, "haven't you considered that this may be a fabulous opportunity to start wearing an earring?"


"I'm only saying, when life hoofs you lemons, make lemon meringue pie."

"Pinkie!" Twilight cried, racing over with Fluttershy to hug the mare with a bright smile. "You're okay! And you were amazing!"

"Well, which is it?" Pinkie asked, a single ear flopped backwards. "Am I 'okay' or am I 'amazing?' "

"Oh Pinkie Pie," Fluttershy said with a smile, "don't ever change."

"Oh hey!" Rainbow Dash cried, gliding over to the tied CID and glaring into its visor. "And if you're watching this Mandeville, I wanna' tell ya' that if this is the best you've got, Equestria's gonna serve you your own flank!"

"And let me tell you!" Mandeville's voice retorted from the CID, even making Rainbow jump. "You haven't seen anything I'm capable of, and it won't matter how long your capitol has to prepare, nor what information you provide them. The reign of your gods is coming to an abrupt and absolute end."

A thrumming and whirring sound began, sounding far off, only to steeply intensify as a SHADE strafed its way through the closing doors. Its little turret popped out from inside its nose and faced their direction, with Twilight having only a moment to shield them from the storm of bullets. Not waiting for things to escalate, Twilight reached out with her magic and seized the entire craft in her magenta grasp. With a grunt, she hurled the SHADE against the north wall where it exploded, engulfing half the space in flames as the inner doors finally sealed with a deep, resounding echo.

Corey, G36 Carbine in hand, promptly blasted the still-living CID as he turned to Pinkie and the southern series of outer doors. "Kid, I don't know what the fuck all that was," he said, scratching Pinkie behind her ears and tousling her mane, "but you did good."

"Excuse me," Trixie piped-up, "but I'm rather anxious to finally leave this horrible place. Mister Webber, would you know how—?"

"You're right, we need to get moving before that fire turns our escape into a back-draft. No worries though: it's just a button."

Indeed, a relatively short jog found them the south corner of the hangar and the door outside the facility. The door was broken up into several small doors, each with a series of gears as large as the ponies were mounted into a nook. The runway ramped up to the doors, and the nook for the gears and controls was built into this ramp. Corey needed only to press a single green button for the section in front of them to begin its ascent into the ceiling.

"It'll take CAIRO a bit to close this. The override is designed for emergency exits, and with a fire on the runway he's gonna have to disable his safeties to make this sucker close agai—"

The entire group fell silent as the door raised enough for them to see what was beyond it. For a moment, they assumed it was night, but Luna's signature purple skies were nowhere in sight. Instead, Rarity lit her horn to cast the wall of dirt in front of them into harsh relief.

"No," Trixie croaked. "No, no no no no no!"

"I can't believe this..." Applejack said, "We were so close!"

"No no no NO!" Trixie cried, a wave of her magic slamming into the mound of earth.

The group scuttled backwards as the dirt cascaded down in front of them.

"Ulgh!" Rarity groaned, stepping away from the soil. "You know, somehow I knew dirt would be my undoing one day: I don't need to wallow in it as well!"

Suddenly, the nearby gears started working as the door slowly closed again.

"Oh no," Twilight shouted defiantly, searching her bag, "not after all we did for this stupid door!"

Twilight pulled a gleaming ruby from her saddlebag: the same ruby Rarity had given her only yesterday. She wedged the gem into the gears, which groaned angrily, but held.

"Ruby is the hardest stuff there is next to diamond and dragon teeth," she explained. "Stuck or not, I'm not letting them corner us that easily."

"I won't be trapped in here another minute!" Trixie declared to the dirt. "I'm going to be free! Do you understand Trixie?! FREE!"

Another arcane blast brought even more dirt down, and Rarity made to open her mouth once more, but she found herself suddenly blinded by an astonishing blue light.

"Trixie...!" Twilight gasped, staring at the shred of luminance that made the artificial light of the hangar seem more lifeless and muted even than before.

Twilight stepped beside Trixie, flashing her a genuine smile as her horn too glowed.

"One...!" Twilight counted. "Two...! Three!"

And with that, the unicorn pair shoved the wall of dirt. The dirt cracked loudly and parted as the light became brighter, until at last the entire solid chunk of earth fell loudly and dustily onto the hill outside, smashing into a powdery brown pile. Sunlight poured in, the brilliant blue late-afternoon sky making the hangar seem all the darker as their eyes adjusted.

There were no words, just the cautious steps of all but the two unicorns into the fresh Everfree air.

"We made it," Twilight said, stepping into the doorway. "We really made it!"

"Yes." Trixie’s eyes brimmed with tears as the cool breeze danced across her face.

Twilight turned to face her. "Trixie?"

The blue unicorn backed away past the nook and gears quickly as Twilight advanced. She winced, preparing for anything, only to find Twilight's hoof pointed to her in offering. After staring a second more, she took it, Twilight shaking her hoof slowly.

"Thank you. You could have left us all here, gone with Corey. It probably would've been easy too. But you came back.

"Nothing will ever bring Spike back, but..." Twilight sniffed. "I know you would, if you could. What I'm saying is... Trixie... I forgive y—"

A great, brittle crunching noise broke the spell of sunlight as they heard the scratched ruby fracture and turn to powder in the teeth of the gears. The two gasped as the door began closing in earnest, bolting for the exit.

Trixie, however, felt something snag her by the neck, and she was flung onto her back. She felt a rippling movement beneath her as she turned to see her starry cape had been caught in the teeth of the gears, and was quickly drawing her toward their meshing point. She stood up in panic, trying to rip the cape off. She stood herself up in hopes that the extra pressure would snap the cloth around her neck, but she found the surface she'd stood her back-right leg upon was moving. Too late, she realized her mistake as a blinding, sickening pain shot from her leg up her spine and into her frantic brain.

Twilight Sparkle turned upon hearing Trixie scream in an agony that made every hair on her body stand at attention. The door had stopped moving, but for a reason that filled her eyes with terror.

"Trixie!" Twilight shouted, leaping to assist the trapped magician. Trixie was lying on her side, hyperventilating as her teary eyes shrank to pinpricks. It didn't take long to find the source of Trixie's pain: her entire back-right hoof up to the first joint had been caught in the teeth of the gears. A wave of nausea crashed over Twilight as she imagined Trixie's position. Her hoof was almost certainly crushed flat, and the red, metallic-smelling fluid seeping from the nearly flush metal agreed with this idea.

"Twilight!" she moaned. "He-elp me, pleaaaaase help me-he! It huuuuurts! It hurts so mu-huuuuch!"

"I'm going to get you out!" Twilight shouted, shaking from nose to tail. "I promise Trixie, I'm getting you out of he—!"

"What the hay is goin' on?!" Applejack demanded, as Corey and Rainbow Dash ran in after her.

"Yeah!" Rainbow shouted. "We heard somepony scre— Oh my gosh!"

In moments the others realized the source of Trixie's pain and were transfixed.

"AAAAAAAAAAGHHHHHH!" Trixie screamed, as the gears turned another tooth's worth, taking her calf this time with a sickening crunching sound. Twilight stared in a moment of shock, a part of her mind thinking how appropriate it was that a gear's meshing bits were called 'teeth...' because it felt very much like some savage metal beast was slowly trying to eat her alive.

Shaking herself from her morbid reverie, Twilight shook Trixie by the shoulders as she realized the mare had laid her head down and was swooning, unfocused eyes working to meet hers.

"Trixie?! Trixie, you've got to stay with me!"

"Can't..." Trixie murmured. "Can't feel my hoof... it's gone..."

"She's losing a lot of blood," Corey said, stone-faced but taking deep, shuddering breaths through flared nostrils. He dug through his pack, avoiding the sight of Trixie's torment altogether. "We need to get her loose and the limb cauterized. There better be somewhere we can take her close-by, or else she's gonna die of septic shock."

In moments, the initial shock passed and Trixie became cognizant again. "Twili-hight!" she sobbed. "I do-hon't wanna die! Please, I don't wanna di-hie!"

Twilight didn't waste another second, her horn glowing as magenta enveloped the gear. "I'm not going to let you die!" she said firmly, putting everything she dared into turning the gear back.

The gear groaned and turned, but never enough to free Trixie. Eventually Twilight stopped and stared at the gear.

"It's not budging! It's got some kind of directional lock or something!"

"Oh-ho Celestia, save me-he!" Trixie wailed, groaning and wincing in constant pain.

"Shit!" Corey cried, finally digging out the hip flask he found earlier and gently tilting Trixie's head back. "Trixie, you need to drink this. It'll help the pain."

"No no, save it!" Twilight said. "We'll need it to clean the wounds! I know a numbing spell that should do something," She closed her eyes and pointed her horn at the small of Trixie's back. A glow spread from it, down the lines of Trixie's nervous system to the tips of her back hooves.

Immediately, Trixie's breathing slowed and her expression of mortal anguish diminished to mere wincing.

"Hey!" Rainbow cried, tapping the control panel beside the gears. "Can't we do something with this?!"

"Right!" Corey agreed, stepping over and hitting a number of buttons in rapid sequence. "Come on, you son of a bitch!" he shouted, slamming his fist against the override button.

"We're sorry," CAIRO's voice said through the panel, "but manual control has been disabled at this terminal. If you believe this is a mist—"

"FUCK YOU!" Corey screamed over the recording, slamming a boot into the panel as hard as he could before pacing in a tight circle, one hand rubbing his forehead roughly as he breathed heavily.

"Honey, I'm sorry!" Applejack told Trixie. "I'm terrible sorry, but we've gotta take the leg while we can!

"Twilight, you think that beam a' yours can—?"

"I don't know but... Wait! I— I've got an idea!" Twilight shouted, clutching one of Trixie's forelegs tightly. "I'll just teleport you out!"

"Of course!" Rainbow gasped.

Twilight's horn glowed once more as she attempted the jump. But as she glowed, she felt it was taking needless effort to attempt. Giving a wincing glance, she gasped to see the huge, doubtlessly heavy gears were glowing along with them.

"Wha—" Trixie managed. "What's wrong?"

"It's not taking just you!" Twilight answered. "Your leg is pressed too strongly into the gears, so they're coming with us!"

"Please! Please try... I don't wanna die like this! Twilight, I'm so scared!"

"I'll try, I'll try as hard as I can!" Twilight promised through a sob as her horn glowed again.

She had never brought so much mass in a jump. Bringing along their entire group had worn her down, but this was solid steel. She groaned and pushed her hardest, plumbing every depth of her magic that she knew. A pressure built in her skull, aching fit to burst. After straining so much she began to shout, her magic failed all at once, rebounding on her and knocking her unconscious like an arcane aneurysm. She collapsed next to Trixie on the gears, groaning.

"Twilight!" Applejack and Rainbow Dash cried.

Trixie moaned to see the most powerful of unicorns she knew fail before her. She lost control of her breathing as terror took her, while she realized what it all meant for her.

"No choice anymore!" Corey said, pulling a steely knife from his belt. Trixie saw it and winced as he approached, but her eyes shot open as the gears finally got moving again. This time Trixie moaned as her right thigh was drawn in, the pain not as terrible with Twilight's spell, but still present.

Corey put his knife away and pushed back against the gear as hard as he could, soon joined by the other two conscious ponies. Even the combined force couldn't stop the gear as Trixie was drawn in up to her hip, her left leg unable to avoid the gears any longer, splayed horizontally in an unnatural split.

"No!" Corey shrieked, banging his fist against the lifeless metal cog. "God damnit!"

"That does it!" Rainbow shouted, before seizing Trixie around the waist and pulling. Trixie moaned in response, before Applejack batted Rainbow's hooves away and struggled with the Pegasus.

"Dash, it's too late!" Applejack said. "We can't... fix somethin' like that! You tear her outta' there and shes gonna bleed to death before we're out the door!"

"We hafta' do something!" Rainbow shouted back, her face screwed up inscrutably, tears welling in her eyes. "I... I don't know what to do..."

"Go!" Trixie moaned. "Take Twilight and GO!"

Rainbow paused and sobbed openly as she complied, helping Applejack hoist Twilight's stirring body onto her back.

The gears began moving again, and Trixie's face gave the impression that her cheeks were going to explode. "Uhk! Ooooh! Uuuuulgh!"

Finally, she screamed and convulsed as her left leg vanished between the gears, and with an appalling crunching noise, so did Trixie's pelvis.

Twilight awoke slowly as Applejack folded her ears against the piteous sound.

"Applejack...?" Twilight murmured. "What's going...?"

At once, her eyes burst open, and she turned to look back. "Trixie!" Twilight cried, falling off of Applejack, who stopped to hold her back, as did Rainbow Dash.

"No, let me go! We can still save her! WE CAN STILL SAVE HER! TRIXIE!"

Corey stood on his knees in front of the poor, doomed mare, helpless as the echoes of Twilight's despair filled the background. One, helpless to save. The other, helpless to do the saving. Slowly, Trixie was dying.

"I'm sorry Trixie. I'm so sorry..."

"Please..." Trixie murmured, one of her hooves stroking his belt and holster as her breath heaved raggedly. "Make it stop..."

Corey nodded, reaching to his hip for the one right tool.

"Close your eyes," Corey said, wrapping an arm around Trixie's neck and embracing her gently. He removed her spangled hat, and held her head in the crook of his neck as he stroked her. "And dream."

Trixie only felt something cool and firm press against the side of her head, and heard a sob in her ear, before the world and everything in it abruptly went black.

The sound of the shot echoed back to Twilight Sparkle from inside the hangar door. She'd been dragged out into the welcoming sunlight by Applejack and Rainbow Dash. Pinkie, Fluttershy and Rarity had all waited outside. Pinkie's hair was flat and straightened after listening to the poor unicorn's screams. Fluttershy sobbed quietly, her hooves trying their best to cover her ears. Rarity had stepped away momentarily to be sick.


 Now, all of them watched the door in silence, still as stone.


"Trixie?" Twilight said with a choke.


They only heard the softest hint of rustling inside, before the doors began closing again. A few of them shouted warnings before the shadow of Corey jogged into the light, clutching something dark to his chest like he were carrying a child. Rarity held a hoof to her forehead dramatically before fainting, Fluttershy yelping as she caught her, lest she roll down the hill unconscious.


It took a moment for Twilight to realize what she was seeing. Corey carried a black plastic bag with some manner of cargo inside. It wasn't until she realized that something red dripped down part of it that it hit her.


"Oh Celestia," she said, closing her eyes. "Did she—?"


"I stopped it," Corey said shakily, as he laid the package on the slope they stood on.


"Stopped it?" Rainbow asked with a croak.


"The pain," Corey answered, unconsciously touching his pistol.


"Y— you killed her?!" Twilight said, staring at him with eyes that might have screamed ‘bloody murder.’


Corey didn't answer, only gazing into the space where Trixie's face was, kneeling in the dirt.


"You killed her!" Twilight cried, taking a galloping start and tackling the soldier.


The pair of them tumbled down the hill, nearly fifty feet of gradual dirt slope as the other ponies called and chased after them.


Corey wheezed as he rolled into a boulder, stopped-dead as the wind was knocked out of him. Twilight was more fortunate, hitting the boulder hooves-first and recovering, to tower over the human as much as her little body could. Corey felt himself seized by a familiar force and shoved backwards against the boulder so he faced Twilight, who glared at him as she panted.


"How could you!?" she shouted in his face. "She respected you! You could have saved her! You stupid humans and your stupid weapons— give me that thing!"


Twilight snatched Corey's USP Match from its holster, turning it over and inspecting it from every angle.


"How does this stupid thing work?!" she wondered aloud, pulling the hammer back, switching the safety lever. A pull of the latch under the trigger-guard sent the magazine sliding out and clattering onto the ground.


"Don't mess around with that!" Corey shouted, his muscles taut.


"I take it that held the bullets?" Twilight asked, glancing at the magazine before whirling the barrel at Corey's head. "So nothing happens now if I—?"


"No no no!" Corey cried. "Round in the chamber, the chamber!"


"What chamber?" Twilight asked, pointing the barrel skyward as she investigated.


An ear-ringing 'pak!' rang out as the pistol fired into the air, causing Twilight to shriek, recoil and drop it in surprise.


"Don't... EVER!" Corey shouted, picking up the discarded gun and magazine as the other ponies reached them at last, scattering dust and stray rocks. "Fuck around with my weapons! Especially if you don't know how they work!"


Twilight caught her breath and glared back at him. "Don't change the subject! You killed Trixie!"


"I ended her suffering!" Corey shouted back. "There was nothing we could do, and I wasn't going to leave her to be ground-up until she died! I'd hope anyone here would do the same for me."


Twilight shook her head at the comment, her eyes nearly winced shut. "I wasn't going to leave her! We could have still saved her, there had to have been something!"


"I don't think she'd have survived the amputation, but I was willing to try," Corey explained. "Then she lost her lower body: vital organs. She was already gone Twilight."


Twilight continued to glare at him, tears rimming her eyes.


"I take it from how you guys interact that you tend to lead this group," Corey said, "but from all this, it's pretty clear you've never had to make the hard decisions."


"I— I make hard decisions!" Twilight shot back. "I don't always know exactly what to do, but—"


"I don't mean just problem solving," Corey said, "I mean you've never had to decide to save hundreds by dooming a dozen. You don't know the scenario where you have to consider the needs of the many over the needs of the few."


"I shouldn't have to!" Twilight shouted. "There's always a way! You didn't make a 'tough call': you gave up!"


"You think it was easy for me?!" Corey shouted back. "I liked Trixie. She was flawed, but who isn't? I did everything I could think of to save her, and in the end I could only save her from her own pain!


"You know something else?" he continued. "If I were just being cold and calculating, I would have left her there so I had time to get out. But I couldn't."


Twilight's tension lessened as Corey's tear-streaked eyes drifted to the ground.


"I couldn't leave her there," he said quietly. "All she wanted, outside your forgiveness, was to get out of that place. I— I couldn't leave her like that. I wanted to make sure she got a proper burial, if nothing else."


"Twilight," Applejack said, having hefted the body-bag down the hill on her back. "It's all a terrible thing. Biggest shame in the world that Trixie ain't gonna be here to have her big happy ending.


"But..." She paused, biting her lip a moment. "I'm with Corey on this."


"What does that mean?" Twilight asked, her frown intensifying again.


"Look, he did what he thought was right at the time. N'even now I can't think a' what we could've done to help her. For what it's worth, I'm just glad she's not hurtin' anymore."


"It sucks," Rainbow said, a choke still in her voice. "But it's not like I had any better ideas."


Twilight stared at them all in turn. With a groan, she stepped around the rock and down towards the gully, and the forest on the other side.


"I'm proud a' you Twilight," Applejack called after her. "I didn't know her well, but I'd bet Trixie'd be mighty pleased to see you cared enough to get mad over i—"


A shot rang out to the south, the echo a rushing sound through the treetops. They turned to see Corey, still against the boulder, clutch his stomach and fall to his knee.


Corey, no!" Applejack cried as she and the others ran to him. Twilight cast her force-field as she saw the black shapes of four spotters against the sky, hovering down the gully towards them.


"No, no!" Corey grunted, unable to open his eyes for wincing them shut. "Get behind the boulder!"


Corey groaned in surprise as Twilight seized his body and dragged him to the rocky cover with them as they complied.


"How bad is he?" Twilight asked.


"As bad as we'll be once those things reach us!" Rarity said as she angled her mirror around the boulder.


"Oh Corey!" Fluttershy whimpered. "He's losing blood too fast! We need to patch him up quick or he's going to..."


"I'm not losing anypony else today!" was Twilight’s promise. "Rarity, help Fluttershy with the gauze; I'll handle the mirror."


"Okay!" Rarity said, getting to work with the first-aid kit.


In the mirror, Twilight saw the Spotters draw closer and closer. She lit up her horn, prepared to beam the little things to the last.


And then with a tilt of her head, she saw them collectively pause, turning to stare into the woods. After a few moments of some manner of stalemate, they backed away from the trees and began firing into them. A simultaneous rumbling roar, bleat and snarl split the air as the trees burst open, branches and leaves thrown out into the gully.


"What the hell is that?" Corey asked, finally opening his eyes.


A nightmare creature erupted onto the scene, swiping up at the Spotters with paws the size of Corey, before its lioness head spouted a stream of flame at them. One of the Spotters dropped from the sky like a stone, smashing onto the bed of rocks in the center of the gully. A goat's head with huge demonic horns oversaw the attack from atop the beast's back, bleating in a much deeper tone than one might expect of a goat. The head of a snake wove and snapped at the airborne sentries from the end of a long tail, hissing its displeasure.


"It's a chimera!" Twilight said in a hiss of her own.


"A... what?!" Corey groaned.


"A fire-breathing lion with a goat's head on its back and a snake for a tail," Fluttershy explained, as she tied the gauze wraps around his chest.


"Oh, why couldn't it have just been a dragon?!" Twilight moaned, shaking from head to hoof. "Why did it have to be something that's part snake!?"


"S— Snake?" Corey said. "That's the part you're worried about?!"


"It's 'cause Twilight's 'ophidiophobic,' " Pinkie Pie said. "That means she's terrified of snakes!"


Stares met her momentarily at this explanation —or, moreover, at who had given it— before the chimera's lioness head let loose another earth-shaking roar. The sound of great paws crushing stone underfoot filled the air, as one of the Spotters attempted to flank the beast. The chimera, however, had no blind-spot. The serpent's head struck at the drone, which swiftly dodged, but a massive hind-leg kicked out in response. The Spotter was smashed against a tree trunk, grey smoke rising into the air as its mechanical corpse sparked and clattered to a ruin on the ground.


"I don't reckon this'll be long, by the sounds of it," Applejack noted. "We best clear out before there's a winner, y'all."


"Fluttershy," Rainbow Dash said, "tell me you're as good with chimeras as you are with manticores. They're still just big lions with extra parts, right?"


Fluttershy shook her head fervently. "Manticores have lots of parts, but they still only have one mind! Chimeras have three minds, and they anger so easily. Even 'The Stare' might not work if I don't have the attention of each head!"


"Can't we just teleport out of here?" Rainbow asked.


"I don't know where we are, exactly!" Twilight said. "I don't have my bearings yet!"


Twilight nearly leapt out of her own skin as Fluttershy gasped loudly.


"Fluttershy, darling," Rarity said, watching her keenly, "are you alright?"


"That's it!" Fluttershy said. "Bearings!"


"Come again?" Applejack quirked an eyebrow, as the chimera growled ferociously while being peppered with bullets from above its reach.


"Twilight might not know where we are, but I do!" Fluttershy cried. "One of my bear-friends lives in a cave just down this gully! I'm sure he wouldn't mind letting us stay a while.


"Can you take us to that tree line Twilight?" she asked, pointing north.


Twilight nodded. "Yes, but we'll be on-hoof after that! I'm sorry, but I haven't rested all that much since we escaped!"


"How'll we be moving Corey?" Applejack asked. "I'm already spoken for, and he's about twice our size!"


"Leave me!" Corey groaned. "I'll draw its attention. Save yourselves!"


Twilight frowned at him as he laid against the boulder. "No," she said simply. "Rarity, you'll need to handle him. I'll use a 'featherweight' spell so he'll be easier to carry. I'm counting on you to keep his spine stable until we know how bad he's hurt."


"Right!" Rarity said, as Twilight hit Corey's body with energy that felt like being whipped by sunlight.


Rarity easily hoisted his body into the air as though his blood had turned into helium.


"Okay, here we go!" Twilight announced, engulfing the party in a swelling glow, before they teleported to the trees across from the gully as though carried by lightning.


"This way!" Fluttershy shouted, leading the way through the trees as the sound of gunfire in the background ceased at last, the chimera's many heads bellowing victory for all the Everfree to hear.




The walk to the bear cave had been mercifully short. Built into an otherwise unassuming rock formation, the place itself was secluded and hidden enough to be a worthy sanctuary. Corey had fallen unconscious on the way, but Fluttershy had been quick to find and convince the cave's ursan occupant to tolerate them. It groaned in throaty satisfaction as her butter-colored hooves kneaded the beast's great shoulders.


"Thanks so much for taking us in," Fluttershy cooed. "I hope it's not too much trouble. We'll be out of your fur before you know it."


"Nice work Fluttershy," Twilight said, as Rarity lowered Corey onto the floor of the little cave. "Help me out Rarity: I need to get this shirt off of him."


"With pleasure, darling." Rarity smirked, unstrapping his pack and guns from his back, setting them aside.


"Please be serious," Twilight groaned, leering at her out of the corner of her eye as she removed the gauze and began un-tucking Corey's black shirt from his pants.


"Oh Twilight," Rarity said, blushing as the two of them worked the fabric inside-out while the neck-hole cleared the top of his head, "do give me more credit than that."


Twilight groaned again upon seeing a white tank-top underneath the long-sleeved uniform, though paused upon seeing the bright-red stain on his midsection. Another effort later and they stared down upon Corey's pale chest, hairless but for the center of his chest and the tops of his arms. Like this, Twilight saw much more of a simian distinction in the human, the muscular chest quite reminiscent of a gorilla or a chimpanzee. She also noted the odd placement of vestigial nipples over his pectoral muscles, another odd feature associated with primates. She leaned over, putting an ear to his chest, searching for the telltale sound of—


She found it, a steady 'bu-bum, bu-bum' alongside the slow, hollow rushing of his lungs.


Holding the spot with a hoof, she turned to Rarity. "Check on his heartbeat. "Let me know if anything changes."


Rarity nodded as Twilight inspected the wound: a puncture in his gut the size of a marble, but obviously enough to be a reliable manner of dying.


"I need to get that bullet out of him before I repair any of the damage," she said, before addressing Rarity again. "Maybe I can find it if I alter your gem-finding spell?"


"It might work," Rarity mused, brows meeting as she stared at the wound. "I've had false-positives with that spell before when I put too much into it."


"Okay, here goes..." Twilight said, letting her horn glow as she siphoned more and more magic into the spell. Gems and precious metals began glowing through the walls of the cave like beacons, lighting even the darker depths of the bear's humble home. Eventually, rusty rocks and great veins in the wall glimmered as well.


"Found it!" Rarity exclaimed, Corey's belly lighting up as a small lump of lead shone through. "I'll get it dear, this will take a delicate touch!"


With that, Rarity caught the little lump and slowly snaked it out of Corey's body. He groaned and fidgeted as she worked, prompting Rainbow Dash and Applejack to step in and pin him down.


"Corey, hold still, it's going to be okay!" Twilight said as she kept the bullet lit for Rarity.


Finally, he shuddered and stopped moving. In fact, he stopped moving altogether.


Twilight aimed her horn carefully at the wound, which glowed as it slowly sewed back together, capillaries reaching out like vines to reattach themselves.


"Twilight!" Rarity cried, panic in her voice. "It's not beating anymore! He's not breathing!"


"No no no!" Twilight shouted. "Rainbow, we need a cloud, now!"


"Uh... 'kay!" Rainbow said, before whizzing out of the cave.


"We need to resuscitate him!" Twilight said, before Rarity began slamming a hoof against Corey's chest in a frenzy.


"Don't you walk out on us, you rapscallion!" she ordered. "This world is not finished with you, nor am I!"


"Oh, not that fast, please!" Fluttershy said. "You need the right rhythm."


"Breathe, you coward!" Rarity cried, before inhaling sharply and pressing her lips against Corey's as she exhaled.


"Oh... my!" Fluttershy exclaimed, her cheeks reddening as she tried to look away.


"Stupid, unorganized EverFree clouds," Rainbow Dash muttered, screeching into the cave while pushing a fluffy white mass. "Hey, I got it!"


With that, Rainbow demonstrated she'd understood Twilight's train of thought by kicking the little cumulus puff, which turned grey before belting a bevy of bright arcing bolts at Corey.


Rarity moaned sharply in surprise as she was caught in the dynamo while performing her Kiss of Life. She pulled away with a smack as Corey gave a gasp, though still unconscious.


Parts of her hair suddenly black and smoking, she swooned on the spot, giggling to herself. "Like every girl dreams it will be..."


"What was she doing?" Rainbow Dash asked, forelegs crossed as she lounged on her newly acquired cloud. Rarity gazed off into space, a drunken grin on her face as she giggled sporadically every few seconds.


"Um... CPR?" Twilight offered, before putting an ear to Corey's chest again. "Okay, he sounds pretty stable. But I don't think we'll be moving him till morning."


"All due respect, Twi," Applejack said, "but y'think that's particularly wise, us still so close to Mandeville an' all?"


"Getting to Canterlot won't matter if he's not alive when we do," Twilight answered. "It's been a long day, and we're a ways-off even from Ponyville."


"Twilight's right," Rainbow said, flipping onto her back. "We need to recharge the ol' batteries."


"What about... her?" Pinkie asked, indicating the black body-bag laid on the side of the cave.


There was a silence before Applejack spoke. "Did anypony know where she's from? Who she was kin with?"


Only silence answered her until Rainbow spoke at last. "I know she mentioned something about Hoofington, but that's all."


"We'll look into that after all this is done," Twilight said. "I'll go myself and see if she had any ties there."


"But we can't haul her with us, all the way to Canterlot," Applejack said.


"No," Twilight agreed. "We'll bury her tomorrow. If we find Trixie's family, we can find the spot again."


"Agh!" Applejack exclaimed as Fluttershy removed the gauze over her ear.


"Oh, I'm sorry Applejack," she said, before extricating Corey's hip flask from his bag. "And... um... for this too."


Applejack howled as the stinging liquid flowed through her wound. "Luna... bless it!




Corey felt strange. Not bad, per se, but off.


It might have been the absence of gurgling pipes or whirring turbines. It might have been the light breeze on his face or the rustles and creaks of distant trees. It might have been the light ache in his stomach. It might even have been the inexplicable taste of grass in his mouth. But mainly, he thought, it was how very closely he could feel the blanket draped over his body.


He opened his eyes to see a ceiling of smooth, beige rock, and turned to investigate the rest. He was in some manner of cave, but not far in, judging by the late-afternoon light on the walls. Nor was he alone, seeing the six mares chatting in a circle near him, facing a very small lantern.


Somewhere to his right, he heard a rough grunt, and turned to see a great brown predator snoring a mere foot away.


"Shit!" he exclaimed, catching the attention of the group as he scrambled backwards. Before noticing the eyes on him, he felt the cold of the breeze intensify, and grabbed the blanket back over himself hastily.


"Oh good!" Fluttershy said. "You're awake!"


"Dear, are you feeling alright?" Rarity asked.


"Why am I naked?" Corey demanded, neither frowning nor smiling. "Who took my clothes off?"


"Rarity and I did," Twilight said. "To heal your wound, remember?"


Corey lifted the blanket and felt around his belly. "It's gone!" he said, tilting his head back. "Oh god, what about the bullet?"


"Don't you worry about that," Rarity said, levitating the red and bronze lump. "We managed quite swimmingly. Though I did have to resuscitate you."


"Uh, we!" Rainbow corrected with a frown.


"I— You what?" he said.


"Your ticker stopped 'tocking!" Pinkie Pie explained. "And Rarity was all like, 'live, you dummy, live!' and she totally gave you mouth-to-mouth, and the whole time I was like—"


"She gave me mouth-to-mouth?!" Corey cried hoarsely, all too aware of that grassy flavor.


"She kinda saved yer' life, sugarcube," Applejack said, one eyebrow cocked.


"Hey now, what am I?" Rainbow Dash cried, still lounging on her cloud. "I'm the one who zapped him back to life, 'Mare E. Shelley-style!' "


"Uh, thanks, both of you," Corey said hurriedly, "but I don't think you needed to strip my pants, boots and my freaking boxers off for all that. Explanation, please?"


"I decided this was a proper opportunity to wash that uniform of yours," Rarity said. "It's drying. Oh, and I gave you a once-over as well."


Rarity leaned in and sniffed daintily. "Ah... See, I knew there was a rosy gentlecolt behind that odor."


"I swear, if you did anything to me while I was unconscious—"


"Of course not dear, I am a lady," Rarity told him, her head held high before her face reddened. "Although, I admit that trying to tame that lower-mane of yours made it impossible not to notice your..."


Her blush deepened as Corey looked like he very well might kill something. "Lower-mane?" he asked.


"Yes," Rarity said. "I've met some fierce curls in my time dear, but that patch is simply untamable."


"Jesus Christ!" Corey cried, letting himself fall flat against the stone floor. "You tried to style my fucking pubes?!"


"Well I'm sorry you don't approve," Rarity said with a huff. "But don't cry to me when Canterlot society berates you for not keeping up your appearance."


"Okay," Corey said, "I don't think you get it: nobody is meant to see my pubes. Humans don't go anywhere without clothes on."


"Really?" Twilight asked. "I thought it was just because it's a uniform, or y'know, that you were cold. You humans are some kind of desert ape, right?"


"Yes, we came from Africa, originally," Corey said. "Hot, dry climate. But humans always wear clothing. At least enough to keep the private bits out of sight."


"That's silly!" Pinkie said. "What's so bad about that?"


"It's embarrassing," Corey said, "indecent."


" 'Indecent?' " Twilight echoed. "Your own body that you were born with is indecent?"


"Never a' pegged you guys for the shy-type," Rainbow said, smirking.


"Dear," Rarity said, "it's true that nothing is really hidden in pony society, but it's not like you see us staring under each other's tails. There is etiquette to that sort of thing."


"Look, it's just a human thing," Corey said. "We don't get much of a choice in the matter either. You get caught going au naturale in public, you'll get arrested for indecent exposure."


There was a collective exasperated laugh from the mares.


"Hoowee!" Applejack said. "You humans sound a mite uptight, if ya' don't mind my sayin'."


"Hey, I don't know why we're like this, we just sorta' are. It might've stemmed from religion, but I don't know."


"Mandeville seemed to think religion tore a lot of your kind apart," Twilight said. "That you all had a different version of the truth and fought over it."


"He's not wrong," Corey sighed, sitting down at last. "Religion based itself on primitive views of the universe, and to this day many people reject the findings of science in favor of them."


"Well, if they proved them wrong, why would they still believe it?" Twilight asked.


"A lot of reasons," Corey continued. "Not good ones, but understandable ones. Mostly the fear of death."


"What does a religion have to do with being afraid to die?" Fluttershy asked.


"What?" Corey asked. "Your sun and moon princesses have nothing to say about some kind of afterlife?"


"Princess Celestia has always been clear with us," Twilight explained. "Even she doesn't know if there's anything after we die. She just tells us to spend our lives well, in case it's all we have."


"Huh," Corey said, sounding impressed. "Well, that's different from any religion where I come from. Do what they say, you die and go to the good place. Don't do what they say, you die and go to the bad place. It's how they get people."


"They listen to that," Applejack said, frowning, "an' nopony even knows it's true for sure?"


"You must have discovered so much with all your technology," Twilight said. "And they reject all that knowledge, because they're afraid to die?


"But that's not it. It's not about that, is it? It's not being afraid for themselves. They want to believe the people they love are still there, somewhere. I guess I can understand that...”

Applejack’s eyes narrowed as she stared at the campfire. “Lotta talk of fear when it comes to you folks. Yeh’ were afraid Mandeville was goin’ rogue, you’re afraid a’ dyin’. And you go to all the trouble of making better n’ better stuff to hurt folks with.”

Corey raised his eyebrows. “You think that’s about fear? How are you sure we’re not just all crazy, raving slashers, and we don’t just make this stuff for fun? I mean, if Mandeville is anything to go by...”

“No,” Applejack said. “I don’t buy it. Could tell when you showed us that bright lil’ photo-thing of your friend. Hay, I could tell when I heard why you helped us. You humans care and yeh’ feel, no different than anypony. An’ you’re trained to use all that awful stuff.”

“Well, what’s your theory?”

Applejack was silent a moment. “It’s like I said. You’re afraid, but of each other. You don’t trust easy. Get a lot of fightin’ and war back where you’re from, don’t ya’?”

“Not as much as you think, anymore. A while back? Oh yeah. We warred like it was going out of style. We had something we called ‘World War One.’ ”

World war?” Rarity repeated. “As in, the entire world?”

“No, not quite everyone, but it certainly affected everyone. Back then, it was a mess of entangling alliances. Countries got dragged into it when they didn’t even want to. Ultimately it was a first-rate clusterfuck, and some poor country called Germany took the blame in the end. Wasn’t even really their fault. But everyone basically screwed them with this war treaty, and they got left in the gutter for a few decades.”

None of them spoke for a moment, only contemplating.

“Funny thing about that though,” Corey continued, “we all paid for it, more than anyone should have. In all that time, Germany suffered. Economy in shambles, military disassembled, their lands annexed to neighboring countries. It got so badly desperate for them that they would have blamed anyone for their problems. Then this guy showed up, and pointed his finger at a convenient scapegoat. That guy, and his loyal army, became the single-most universally hated pack of marauders in living memory. They tried to rule the planet. Did the most unforgivable things to people.

“It took the entire world to bring them down. We called that ‘World War Two.’ ”

Fluttershy gaped. “A second world war?”

“This guy sounds kinda’ like Mandeville,” Rainbow Dash added.

Corey snorted. “Well, hold on now. Don’t become the first pony to violate Godwin’s Law.

“But in a way, I guess, yeah. If Twilight’s got the right idea on him, I might have just let some weird version of history repeat itself. Push someone into the most desperate situation and you might not like what you unleash.”

“Were there any other world wars?” Twilight asked.

“No, not yet. At the end of all that, we invented the nuclear bomb. A bomb that could level cities. Then it got bigger, more powerful, and we just kept making more. By my time, if anyone went to war with these things, they could easily destroy all life on the planet.”

There was a collective gasp as his words seemed to echo in their minds.

“Ain’t possible!” Applejack cried at last.

“Believe that if you want.” Corey shrugged. “But knowing that fact has stopped all actual war between powerful countries. There are some small ones, but so far nobody is fool enough to risk the nukes flying.

“In a way, it’s a good thing. It’s made us talk out our differences instead of going straight for the ammo.”

Twilight frowned. “It’s peace kept through fear though... all this fear.”

“It’s like a running theme, isn’t it? I mean, we should be able to trust our allies or enemies respectively not to doom the planet. But we’re always worried about that rogue element we failed to see. We’ve always been afraid of what we can’t see.”

“You know and can see and measure so much though. Forgive me, it seems a little silly.”

"Well, what you have to keep in mind is... there was a time when we knew nothing. And feared everything.


"A modern mind would find it impossible to see the world through the eyes of a prehistoric human, but this 'modern' mind is a fantasy. I'm only 'modern' in as much as I was born recently. When an anthropologist—"


"A what?" Twilight asked.


"Someone who studies humans as animals," Corey said. "But when they talk about the first 'modern' humans, they mean the ones that appeared a hundred to two-hundred-thousand years ago. Ancient and prehistoric by any other definition.


"Those humans, the first, were identical to us. They were us. My brain is the brain of a prehistoric human. Same animal, same instincts. I just happen to know more than my ancestors did.


" A hundred-thousand years ago, without any modern education," Corey said, watching the faint sun setting outside the cave, "someone like me would have been living out of a cave like this one, scratching the dirt. Very mindful of the hours of daylight left. Because the night was even more dangerous by far than the day. That was when the beasts came."


The bear gave a snarling sort of yawn, as Corey's tone darkened.


 "Silent, like ghosts," he said in a whisper. "You never knew they were there.


"Every now and then, someone —usually a child— would sleep too far from the campfire and just vanish, screaming into the long grass. Their agony and despair fading into the night."


A few of the mares fidgeted, scooting closer to the lantern.


"Every now and then someone died from a fever," he said. "Again, screaming. You think I wouldn't have been afraid? You think they were the dumb humans and I'm the new, improved version?


"Nope!" he said with a laugh. "Same model. Same flaws.


"Of course, fear isn't always a bad thing. Fear has probably saved your lives several times already. An instinctive fear of the dark was probably essential to my ancestors' survival. When they were forced down from the safety of the trees in Africa, it happened too fast for them to adapt."


"Forced down?" Fluttershy asked. "By what?"


"No one knows for sure," he answered. "We can only guess that a major change in the environment made the trees we called home unlivable, and we were forced to eek an existence in the open plains. But my tree-dwelling pre-human ancestors were pretty much dumped on the ground at a severe physical disadvantage.


"What animal can't outrun us?" he asked. "You remember how easily you kept pace with me when I ran my hardest. And what use is a hand against a claw?"


He held up a simian hand and wiggled it, before pointing to the bear's great, lethal limbs. "Our ancestors were like fish out of water with nothing but a larger than average brain, some social skills, and two heavily adapted forelegs.


"But when a small population finds itself in a new and different environment, certain pre-existing advantageous traits can become pronounced in as few as ten generations. They had no time to evolve for the speed, nocturnal vision or defenses they needed to match the fully ground-adapted predators. What saved our genetic line wasn't just intelligence: those early hominids weren't that smart. And intelligence won't stop you dropping your guard anyway.


"Our pre-human ancestors had all the natural caution of the other animals, but those animals were all so much faster than them. The feeble pre-humans had to be more cautious still, more cautious than all the other prey. Especially at night."


Night, which had come at last, the fiery hues of dusk sinking further and further into the horizon.


"Question is," he said, "who drops their guard the least?


"Is it the confident?" he said, looking at Rainbow Dash.


"The nervous?" He glanced at Fluttershy, before glancing to the fire, not really seeing it.


"Or the paranoid?"


Twilight stared, taking a silent gasp of understanding. Most of them wore looks of fear or frustration, wondering what he was getting at with this mother-of-all-ghost-stories. But for her, the bit had most certainly begun to drop.


 "When it was every ape-man for themselves," Corey said, "when we needed to see the predators in the shadows but could not, the only ones likely to survive long enough to pass on their genes were the very nervous. The ones who saw danger in every shadow. Even the ones they'd already checked."


The mares caught him gazing deeper into the unlit blackness of the cave, as the hairs on his arms stood up. Even with the cave's owner in full-view, it was a stare into the abyss that expected untold horrors.


"That," Corey said, finally looking to them all in turn "is the level of caution a slow, unarmed, feeble little ape needs when the trees are gone. And this, I believe, is the seed of that little spooky-feeling we all know so well. When you never know that the beast is there, you've got to feel like it always is."


"Corey, my gosh," Twilight said, shaking her head.


 Corey only passively nodded before he continued. "In a population of the slow and the feeble, only the paranoid survived to breed. And then the paranoid kids of the paranoid parents breed. And in ten generations we're all checking shadows like it's our job, carrying lucky charms around and staring nervously at the shadow that we can't quite reach. Just like every night.


"We evolved... paranoid," he said. "We humans have gotta be the most frightened animal on the planet. It's no surprise that less-imaginative animals look around with better eyes and see what danger there really is. While, by the time we humans came along, we'd evolved to see as many dangers as we could imagine, with our inferior eyes shut.


"It's one thing to have a monster under your bed," he said in a whisper. "It's another for your parents to think that they can see it too."


Pinkie's eyes met his at these words, and she shuddered.


"Everybody was afraid," Corey said. "And the sky was just full of all these gods."


The group, however they'd been listening before, turned to stare at him with quirked ears and eyebrows.


"But which of the gods needed to be appeased?" he asked, voice rife with sarcasm. "How could people best escape the fear? Which god would protect them the best?


"Is there something after death? Well, which god was in charge of that?" he asked with a mirthless chuckle. "Which is the most powerful god? What do they want? Why are they so friggin' cruel?


"What did we do to deserve getting eaten alive? Poisoned, starved, crushed, broken, burned, frozen...?"


Fluttershy began covering her ears as he fired off his macabre checklist.


 "...infected, suffocated, drowned, choked, impaled—"


"That's enough! You're scaring her!" Rainbow shouted, indicating Fluttershy.


"Oh?" Corey said, his blank face turning to the mare in question, eyes boring into hers as though he were staring through to something directly behind her. "Am I scaring you, Fluttershy?"


Fluttershy looked away as she shivered. "Y-yes..."


"Then you might just understand.”


 "Now humans," he said, Rainbow Dash still glaring at him, "have always looked to the sky for the answers. Perhaps that's down to our intelligence: there must have been a sense that the motions and slow-shifting patterns in that sky all meant something. They had to mean something, right?"


He stared outside the cave, frowning at the churning clouds, splashed orange by the sun which had long left them.


"But no matter which god the people prayed to," he said, "whatever rituals they performed, no matter how diligently, adults and children just kept dying like before. There was no reason for it. No end to it. No logic or pattern that we could see. The cruelty of the gods was so obviously beyond human understanding.


"And, well, that's how things stayed, pretty much..." he said, his voice darkening. "For one-hundred to two-hundred-thousand years."


Twilight felt her body seize-up as Corey let this statement crash over them. Two-hundred-thousand years. It was longer than Celestia or Luna had existed, longer than Equestria had even existed. And such an impossible length of time to allow these poor creatures to perfect the art of survival, solely through a crippling fear of the world they lived in.


 "Then," Corey said at last, "a man who many would one day call the first philosopher, 'Thales,' became the first person to ever successfully predict a solar eclipse."


Twilight turned to look at him as he stared outside the cave again. This time she too stared, at the moon which hung huge, yellow and crescent-shaped over the horizon, still slowly departing from the sun. She remembered the eclipse from only a few days ago. She noted the use of the word "predict," which suggested something more about his world.


 "That eclipse happened," Corey said, "we think, on May 28th, 585 BCE. We don't know if Thales got the time, the date or even the month right. We don't know how he did it. But not a lot of people argue that he did.


"It was quite the moment that day, when the sky turned black. A moment that took a couple thousand years for us to appreciate in full. An ordinary man had predicted what no priest, oracle, prophet, mystic —or god— had ever foretold."


"Something changed in that moment," Corey said, a slight choke in his voice. "We didn't have to be afraid anymore. Thales showed us how.


"It's sadly ironic that those early humans were right: those changing patterns in the sky did mean something, and the answer to so many of our fears was in the sky. But as a window on understanding the universe, rather than the blessing of a god."


 "For those so inclined," he continued, "learning about the world, understanding it, can free us from our deepest instinctive fears. This was a miracle we could believe in. Knowledge can transform us. That which once terrified us can become a thing of the greatest beauty, simply by understanding it. How it came to be. What it is. What it isn't. And why it cannot harm you.


Corey began beaming as he looked to Twilight. "Thales may have only given us an approximate date for his eclipse," he said, "but two and a half-thousand years later, we've learned to predict them down to the second. And in the process, we've learned about the galaxies, the quarks and everything in-between. And on all scales, at all times and places, we see the same rules in operation.


"Nothing more, nothing less: if you can reproduce the conditions, you can reproduce any phenomenon. And each time we learn something new, life becomes ever-more naturally explicable, without the need for a supernatural agent at any point. Without an all-powerful god in the way, the ugliness and the cruelty of life become if not more forgivable, then at least understandable. This is as fair as the Universe could be."


"Fair?" Rainbow asked. "What's fair about anything we've all been through? Even if we beat Mandeville tomorrow, this whole thing has been one big tragedy!"


"I never said it was fair," Corey corrected, "I said it was as fair as it could be. Tragedies are the regrettable, but inevitable byproduct of life simply being possible at all.


"The causes of all tragedies, are the causes of life itself. The gravity that kills is the same gravity that makes stars shine, planets form, and keeps all the other kids safely on the ground.


"The Universe doesn't hate us. It doesn't toy with, mock us, torture us or punish us. We are not born into any shame. To say we are, is a crime, against humankind and ponykind alike."


Rarity giggled as the mood in the cave continued to brighten. "And yet you feel so ashamed without your covering." She raised an eyebrow.


"You're probably right," Corey said, lifting his blanket with a smirk. "We inflict shame on ourselves to atone for our imperfections, while trying to be more perfect than we can be... That's almost noble, and dumb at the same time.


"Our Earth made us like this. From a natural fear of the dark, our ancestors developed —by survival necessity— an instinctive fear of the unseen and the invisible. Which our higher minds confuse as a fear of the unknown and the unknowable. But slowly, we're realizing, that it doesn't have to be like that.


"That's what Thales taught me, anyway."





Sleep had come unusually fast for Twilight. By all rights, with all that had happened she should have been sleepless, pacing. In that whole "Future Twilight" incident, she'd gone an entire week in a state of paranoid insomnia. But not tonight. Tonight, she was worn out. Having begun their escape at night, only to see daylight the afternoon after. Constantly moving, fighting, taking in all manner of new information. She'd used so much magic in the meantime, her little form was spent, eagerly recovering her energy for the next day.


And in the meantime, she dreamed. She forgot all about Mandeville, about Trixie. In the dream, everything was as it always had been. Back in her Library, having her friends over while Spike too broke from his duties. It was so simple, so right, so—


Twilight's eyes drifted open in the wake of Rainbow Dash's enthusiastic snore. She looked around at the cave, and remembered everything. Where she was, why she was there.


She glared at Rainbow's sleeping form, before rolling her blanket into the largest, cuddliest ball she could manage before wrapping her forelegs around it and squeezing as hard as she could. But no matter how hard she squeezed, it wouldn't hug her back. It could never hug her back.


For a few minutes she tried to sleep, but now her classic stressed insomnia had kicked in. Instead, she decided to take a walk.


It was still dark out, but the dawn was coming fast. There was enough light to the east —or rather there was less dark— to herald the coming sunrise. Beyond the cave, a lone bird sung its same tune to the misty woods. Twilight stepped out into the nip of the morning, where every plant was covered in dew.


"Mornin' Twilight," the rock to her right greeted.


Twilight started as an orange face turned to her. "Applejack?"


"Sorry fer for the scare, Twi'. It's my turn to keep watch and Corey was helpin' me get all inconspicuous-like."


"Hey," Corey's voice said from her left. She turned to see his eyes staring at her from beneath a face streaked with mud.


"What exactly am I looking at?" she asked.


"See," Applejack began, "Corey's got these special shiny 'space-blankets' for hiding from Mandeville's machines. What they do is hide your body-heat. Else wise they'd see us a long while before we'd see them."


"They don't look very shiny."


"They are, on the inner-side," Corey explained. "The outside has a layer of camouflage for the outdoors. Even if they can't see heat, those drones aren't stupid. You don't get a lot of shiny stuff in nature."


"And the mud?" she asked.


"Just added insulation to keep you looking cold to the CID. And they know what faces look like."


"But after Rarity raised earth and sky to get you clean?" Twilight giggled. "You realize she's probably gonna turn you into a real-live pincushion? I've seen her do it."


"That'd be pure ol'-fashioned hypocrisy," Applejack huffed. "I still don't know what makes it so different when the mud's green and she's wearing cucumber on her face."


"So, AJ," Corey said, "think you'll be okay?"


"I have to mind thievin' critters all the time back at the orchard. If one a those whiter-than-teeth CID things can see me, I'll see them for sure."


"That's my shift over then."


Corey groaned as he stood up, not yet removing the space-blanket as he raised his arms and stretched. He twisted his body left, and then right, meeting Twilight's eye.


"So then, what's got you up and about?"


"Oh." Twilight paused, not expecting the question. "Dash snores a bit. Couldn't go back to sleep. Nothing exciting. I was just gonna take a little stroll. I must have fallen asleep before anypony thought of keeping watch."


"You were pretty wiped-out. Don't blame you. I'd suggest you not stray far. Best that can happen is you get lost."


Twilight snorted as she fixed him with a glare. "I don't know how familiar you are with ponies, but I'm not a little filly Corey. I can take care of myself just fine."


Corey shrugged. "Alright."


As he turned to walk inside, Twilight pulled a one-eighty. "Actually..."




"Corey, would you come with me? I'd like to talk for a minute."


Corey hesitated a moment before turning and following her out. "Alright."


Twilight led him a short distance to a grove just outside Applejack's sight. The grassy floor crunched wetly beneath her hooves as the morning chill did its work. By now, patches of red appeared on the clouds above as the sky brightened.


Finally, she stopped walking and turned to face him. "Corey, I... I don't really want to ask this. But I think I might regret it if I don't now."


Corey only replied by walking to a nearby tree and crouching, leaning back against it, and watching her attentively.


"I just- I don't know how much you remember me saying, or if Trixie told you anything, but... we came out here after hearing about a lot of disappearances. But we found out too late he'd been after me too."


Corey nodded. "Trixie and I... we definitely had time to talk. She told me how it all went so wrong, that someone you cared about got hurt when he came looking for you."


Twilight nodded, feeling her eyes sting. "H-his name was Spike. He was the best and oldest friend I ever had."


"Forgive me, but I'm suspecting you're going to ask me about Renée. Am I right?"


She didn't even need to nod. "It's just, I've never lost anypony before, and I'm not sure anypony I know has, other than the Princess. I just don't know how to deal with this. There's just this... this gaping hole in me now, and if I weren't worrying about Mandeville or running and fighting for my life, it would be all I think about.

“And then Trixie. I was there Corey. I was there, in the right place to save her, and I couldn’t. I couldn’t even save somepony right in front of me..."


"Hey..." Corey said soothingly as she sniffed, holding out an arm. "C'mere."


She obeyed, uncertainly walking towards him. Once she reached his arm, he moved the rest of the way forward, wrapping both arms just behind her withers and pulling her close. She couldn't help but to wrap her own front hooves around his neck and bury her head in his chest in a much needed embrace.


Corey stroked her mane as he whispered to her. "If I had any insights into overcoming loss, I'd share them with you in a second. You seem pretty hurt. I know how that is. I'm probably not the guy to give you advice on dealing with it though. I'm the idiot who agreed to take part in a knee-jerk reaction that got at least one man killed, inadvertently brought slavery and war to another race in another Universe, and meant to kill himself while doing it."


Twilight stared up at him. "You meant to die?"


"A part of me did. It was stupid." Corey sighed. "But when we saw that the weapon wasn't going off from the outside, I leapt at the asinine chance to die like a big damn hero in the name of my friend. It's only after everything else that's happened that I understand how childish and stupid it really was.


"You were right. We should have tried to get Mandeville the legal way. Due process, jury of your peers, all that shit. The people up top were afraid of his capacity to fight off anyone coming to arrest him. We didn't know how far gone he was. He had nukes, he had jets, he had bombs. And every big-wig was afraid of the bad press we'd get if we decided to bomb him from far off. Mandeville was kind of heralded as this idol of independent business among a lot of people. If they saw the government stomp on that with nothing solid, it'd be a bad precedent. So they wanted something quiet, something our country could deny doing. Mandeville would just vanish off the face of the earth.


"And of course it wouldn't have mattered if I'd been part of it or not. They'd have gotten someone else. I didn't have any skills nobody else had."


"It sounds like you must have loved her a lot," Twilight said. "Being so willing to die for her."


Corey nodded. "She was like a sister to me. The good kind, y'know, not the kind you have to live with that drive you crazy."


Twilight chuckled, in spite of herself.


"Corey, if anypony could have come here with Mandeville, I guess I'm glad it was you. I haven't been fair with you. If you weren't there to help us, we wouldn't be here right now. I know you did what you could for Trixie. I'm just not used to dealing with this sort of thing."


"It's not a matter of being used to it. Truth be told, I was about as frightened and horrified as any of you were. I just hid it a little better.


"It's more that... I recognized when trying to save her was doing more harm than good. The only thing I could save her from was her own suffering."


Twilight's eyes winced shut as she lowered her head. "I could never have been strong enough to do that."


"Loyalty and perseverance aren't weaknesses, Twilight. Even if it isn't the same manner of strength, it's strength nonetheless.


"So, this friend. Spike. What was he like?"


"Oh," she said. "He was... loyal and reasonable. He was always there to help. Back at my library, he was my number-one assistant. He was like a little brother, but also kind of a son, now that I think about it lately. I mean, I hatched him when I was a filly."


Corey's eyebrows rose slowly. "Hatched? Um... I don't know how ponies and unicorns work in this world, but where I come from horses are live-birth."


"Oh, Spike wasn't a pony. He was a baby dragon."


Corey stared while tilting his head down. "A dragon. Well, of course. And am I to assume that dragons talk?"


"Well, yeah. All the ones I've met anyway."


"But wait," Corey said. "I thought he was a baby? And he talks?"


"Dragons live for thousands of years. Really, I'm only about seven years older than him, but for a dragon he was still just a baby."


"Y'know, I'm having a hard time discerning age amongst you folks. You said you worked in a library, but forgive me, you seem a little young for that. How old are you exactly?"


Twilight giggled. "Where do you get off asking a mare her age? Early twenties, but that's all you're getting from me. What about you?"


"Late twenties. I have to ask though: where I come from, horses are lucky if they live to forty. Where does that put you?"


"We live to double that, usually. But like we keep telling you, we're not horses. Would you like me to call you a chimp? We have horses in Equestria too. Huge compared to us, but very primitive. They prefer to live in isolation as herds, much as your cousins live in tribes."


"Huh. Sounds like our lifespans are similar then. That's interesting.


"Well, I wish I could say we were simpatico, but it sounds like you've got it worse than I do. I lost a friend, a sister even. But I didn't lose a daughter. I'm actually amazed you're in any condition to handle everything you have.”


Twilight felt herself blush a little as Corey frowned.


"I have to wonder though. Trixie said you'd all come out here after Mandeville. I thought you were a librarian? Are you folks really that 'take charge'? Why not get the authorities involved?"


"Well, Princess Celestia said she wouldn't stop me if it was something I had to do."


Corey's frown deepened. "So you went to her first for help?"


"No, she came to check on me the morning after it happened."


"Wait. So you already have connections with the ruler of your kingdom?"


Twilight beamed, somewhat proudly, by now disentangled from their hug and lying on Corey's lap. "Yes actually. I'm her most faithful student. I have been, since the day Spike hatched during my entry exam into her school for gifted unicorns. It was almost the best day of my life! It was even the day I got my cutie mark, when I realized my special talent was magic. I think the next best day was when I realized I represented the Element of Magic, when I first realized my friends were... well, my friends, and we first used the Elements of Harmony."


" 'Elements of Harmony?' "


"Yes. You see, my friends and I are the bearers of the Elements, powerful objects tied to the powers of harmony and friendship. I'm magic, Applejack is Honesty, Pinkie Pie is Laughter, Rarity is Generosity, Rainbow is Loyalty and Fluttershy is Kindness. Together we wield the Elements when Equestria is in real danger."


Corey let out an exasperated chortle. "I'm sorry, I'm sorry— the power of harmony and friendship?"


Twilight stared up at him, entirely straight-faced. "Yes."


"So, you're what? The 'Super Best Friends Forever'? Using your ultra-super powers for fighting crime and the forces of evil? The go-to A-Team for when your Princess sees something bad brewing?"


"At times, I guess."


Corey remained silent, shifting his gaze from tree to tree as Twilight watched.


"Okay," he said at last.


"Wanna go back and get some breakfast?"




At that moment, Corey froze as Twilight tilted her head up and lightly kissed him on the cheek.


"That's for listening. Thank you."


Once again, Corey remained stock still.


"No problem."



As sunrise came, the other ponies in the little cave rose. Soon after a quick breakfast of ‘haybrowns’ (to which Corey opted to stick with his MREs) the time had come for the group to be on their way.

But there was one last order of business to attend to.

It would have been easy, expedient, to stop Corey when he drew his trowel and began digging in a clearing outside the cave. It would have been simple to dig Trixie’s grave with magic. But the group seemed to agree, that she deserved better than that. Everypony —Rarity included— aided in creating this resting place for the departed unicorn.

By the time they had finished, they created an inexact but respectably accurate rectangular hole in the earth. Four hooves long and three hooves deep, it would shelter her, until such time as her family was found.

Not content with paying respects to a bag, Corey and Rarity worked briefly to make the body presentable, though the seamstress was evidently unsettled by the task.

At last, the group gathered by the edge of the grave, where Trixie’s body was placed. She was made visible from the chest up, otherwise concealed by the bag. Rarity had done her best with her makeup kit, though the dark stain of blood spots persisted in places. Her hair and face had been done up far nicer than she had ever looked inside Mandeville Arms, where her self care had been all but entirely limited. It was all that could be done to style her mane in such a way that her fatal gun-wounds were hidden. It was not a professional job, but it would do.

“Anypony wanna’ say anything?” Applejack said, holding her stetson to her chest.

“Trixie was the first pony I’d ever met in this world,” Corey began. “In the short time I knew her, I gained an understanding of just how alike our two species are. She’d made mistakes, she had regrets, and she wanted to make it right. I’m not gonna lie: I grew fond of her pretty quick. I couldn’t judge her for what she’d done, and what we both wanted fell in line with what we needed to do.

“I know it sounds absurd, what with basically spending a single day together, but I considered her my friend. And what I did for her, that last thing, was the hardest thing I’ve ever done in my entire life. I’m... I’m gonna miss...”

Corey suddenly reached his hand up to his face and pinched the bridge of his nose between his eyes, before turning his back on the party entirely. Now and then his body shuddered, punctuated by a sharp breath of air.

Seeing this, Rarity quietly walked over to him and wrapped a hoof around one of his legs, as she leaned into him from the side.

“Trixie,” Twilight said, staring into her expressionless face, “when we first met, I didn’t particularly care for you. Really, I was more afraid my friends would treat me the way they treated you, if I showed-off with my magic. When I saw you run out of town, I was relieved, but a little sad for you.

“If I had known just how bad things would get for you, I’d have stopped you from leaving. It was never my fault about the Ursa Minor, but I would have helped you, talked with you about what I’d learned about friendship.

“Then there was all this.”

She pressed her eyes closed and turned away. “You made the worst mistake yet, you tried to hurt me for no good reason. Spike was killed. And I hated you for it all. I can’t even say how ashamed I am... I knew you were sorry, I knew you felt what you’d done. I believed you when you said you never wanted anypony to get hurt. But I wanted, wanted so badly to see you hurt the way you hurt me.

“I went so far I made you want to die! I-I’m not even sure who I am anymore! I just didn’t care! I never thought I could be so bitter and hateful, but I kicked you while you were down... And I’m sorry... I’m so, so sorry!

“And—” Twilight choked, trying to hold back the tremors in her eyes, “and you died for us. For me. You could have left us, and I almost wouldn’t blame you if you had. Okay, you didn’t know this would happen, but you knew the risks. You took a chance on us. You saved us.”

Two identical, glimmering trails ran down her cheeks like little rivers. Blades of grass below barely reacted, only flicking away as the droplets of hot salty water from above rolled down them and into the soil.

“And I’ll never forget that. I’ll never forget you, Trixie.”

The others nodded in agreement, muttering sentiments of thanks to the body, before Twilight and Rarity began zipping the bag back up.


Corey turned around, making the two unicorns start as he pulled a spangly purple cap out of his pocket.

“She should have this. I almost forgot.”

“Actually,” Applejack said cautiously, “maybe you should hold on to that, sugarcube. When we find her family, it might help if they have something to remember her by. Meantime, you can keep it, much for the same reason.”

Corey stopped and considered, before nodding.

Twilight and Rarity zipped the bag up again, and both lifted it, standing on either side as Trixie’s unofficial pallbearers. The bag rose over the space dug into the earth, and slowly lowered. Once she was set down, both unicorns magicked the pile of dirt beside the grave back in, resulting in a smooth mound.

Twilight then took a great, weathered stone she found in the riverbed, and mounted it into the end of the pile. Using her magical beam, she cut words into the tombstone. In short order, she stood by, satisfied with her work.

As were the other mares, and the lone human, who stood beside her. Meanwhile, Fluttershy set down a modest bouquet of wildflowers they had collected in front of the stone.

“Goodbye, Trixie,” she said. “You were a good pony after all.”

There were no more words. There was more to say, certainly, but not at that moment. There would be days, months and even years to say everything. Or at least they hoped.

They packed up and walked away, bidding their bear roomie their thanks and a goodbye, leaving the little cave and its new neighbor behind them.

One might have expected the words on the headstone to be rough in form, but Twilight was nothing if not practiced in penmareship. The words were carved into it in Twilight’s hoofwriting:

The Great

And Powerful


A Hero

A Friend


“Alright,” Rainbow spoke up, “so what’s the plan?”

Twilight barely turned her head as she walked. “Get Corey to Canterlot, and be ready to fight.”

“So we’re just walking? Why don’t you just write down what she needs to know, and I’ll fly over myself!”

“I can’t possibly convey all that intel onto a sheet of paper,” Corey told her.

Rarity sighed. “We’ll just have to board the next train once we get to Ponyville.”


“Well yes, it is strictly on the way.”

“No, no, I mean the name! What if I called a town Humanville? That’s ridiculous, even by—”

Corey’s face froze as his head tilted slightly up. Meanwhile, Applejack sighed.

“Yeah, Granny told me when it was founded, we were gonna call it Fillydelphia. Funniest thing though, turned out some other town beat us to the punch.”

“Ooh!” Pinkie winced as she stared at her. “I hate that! The first sip of punch is always the best, y’know? I can’t tell ya’ how—”

“Ah, shit...”

Pinkie stared curiously. “Shi—?”

Applejack’s hoof shot out to cover her mouth.

Twilight frowned. “And that means?”

“You say ‘horseapples,’ I say ‘shit.’ ”

She scrunched her nose and made a noise of disgust. “You humans are so... immature when you get upset!”

“That town needs to be evacuated.”

“What, Ponyville?” Rainbow Dash asked.


“Corey dear, it’s on the way, certainly. I can hardly say it’s in danger though. Why would Mandeville bother with it?”

“Well, to capture more ponies, for one. For another, he might just enact a scorched-earth policy, preventing any potential threat from flanking him.”

Pinkie let a ‘tee-hee’ and a snort escape, before giving her rump a shake and muttering                 “ ‘Flanking...’ ” to herself.

“He might also decide to use the town as a stage to demonstrate what his weapons can do.”

“What, just to scare us?!” Rainbow asked, caught between disgust, confusion and outrage.

“Crippling an enemy’s morale can work wonders. The mind is as wide a battlefield as any.”

Fluttershy grew increasingly antsy, quite incapable of staying still. “Oh, all the ponies and animals that might get caught before it’s too late!

“Not to mention our homes, our kin...” Applejack winced at the thought.

“And all the ponies I know in Ponyville!” Pinkie Pie said. “They could be hurt, or be forced to move away, and then who would I throw my parties for?! And it would all just be so terri-horribly awful!”

“And our places of work!” Rarity added. “I’ve invested so much into Carousel Boutique, I can’t afford to start from scratch!”

Applejack’s ears sagged. “Worse still, if we lose Sweet Apple Acres, that’s our livelihood gone. We can’t plant all them trees and wait for ‘em to get growin’ again! Sure, cousin Braeburn might donate a few, but they’re only just off the ground as it is. An’ the Apple Family ain’t no buffalo-givers!”

“We need to go! We need to go right now!” Fluttershy squeaked frantically.

Applejack nodded determinedly. “We need to split up, y’all! Some of us’ll help Corey get to Canterlot, the others’ll at least help Ponyville get movin’!”

Corey frowned a moment. “Actually, I’m wondering about Dash’s plan you guys.”

“I... thought we sorta ruled that out,” Twilight said.

“I don’t mean her carrying a letter. Didn’t you use some spell yesterday to make me lighter?”

Twilight and Rainbow’s eyes widened.

Rainbow sized Corey up as she hadn’t before. “You want me to fly you to Canterlot?”

“Hey, I’m not thrilled about it either. But if Mandeville thinks we’ve gotten away, he’s going to step up his invasion plan. Whatever he claims, he’s not interested in taking you all on when you’re ready for him. He needs surprise on his side, and I can’t be explaining it all to your Princesses, generals or whatever while Mandeville is beating down your door. The sooner they hear what I can tell them, the better.”

“So what, you’re gonna grab my tail and hold on for dear life? You’d give me such drag it’d be embarrassing!”

“Well, how ‘bout this?” Applejack said, her muzzle diving into her saddlebag and retrieving her rope. “Ain’t much, but better than nothin’ I guess.”

A crystal blue aura engulfed the rope as Rarity tied it around both Corey and Rainbow’s waists.

“What is this?” Rainbow asked, sneering between the rope and Corey. “A six-legged race?”

Corey smiled, double-checking that the knot was solid. “Well it makes me feel better anyway.”

“Okay Corey, hold still,” Twilight ordered, as her horn glowed and he felt that strange warming ‘snap’ hit him.

“Whoa... I feel weird.”

Corey took a step towards Rainbow, only to step off and float head-over-heels diagonally into the sky. He yelled in surprise and grunted as his tether went taut, leaving him adrift and attached to Rainbow Dash like a child’s balloon.

Twilight's magic engulfed him again, dragging him down to sit upon Rainbow’s back. He barely fit at all.

“The featherweight spell will make you nearly weightless at first, but it fades. I might be able to follow along, just in case, but—”

Rainbow snickered. “Twilight, I told you. You might be able to fly now, but you’re just going to slow me down. And if you make a mistake and drop like a rock, it’s gonna be twice as hard to save you with Corey like this.”

“You’re right,” Twilight said. “I’ll help get everypony to Ponyville and get it evacuated as fast as I can with my teleport spell... once I figure out where we are exactly.”

“And you!” Rainbow turned her head around to her ‘passenger.’ “Front-legs around my neck, head and chest as far down against my back as possible, and hind legs back with mine. Keep ‘em outta my wings, got it?”

Corey nodded.

“Good, cause’ we’re gonna be flyin’ fast. I know you’ve got your rope, but you’d better hold on tight anyway.

“Contact!” Rainbow shouted as her wings unfolded and began to beat the air. Corey squeezed her tightly as her hooves left the ground and she maintained a steady rise.

“Good luck you two!” Pinkie cried. “Try and get along, now!”

“We’ll see you all in Canterlot!” Rarity said. “But please, be safe, the both of you!”

“And tell Princess Celestia,” Twilight shouted as the distance between them grew, “that it was difficult, but I’ve kept my promise!”

Rainbow smiled and saluted in response, before taking off like a shot as Corey cried out in surprise, keeping the rising sun to the right of her.


“This darn Everfree Forest weather, it’s ridiculous!” Rainbow shouted, zipping above the trees at significant speed. More speed than Corey had been expecting, evidently. His eyes were kept closed as he maintained his iron grip on her neck.

“Never a decent updraft nearby. That would not fly in Equestria. We station updrafts every few hundred yards to keep traffic steady. It’s pure anarchy out here!”

“Uh, yeah, we don’t control the weather back where I come from. We just predict it.”

“Whoa, seriously? That’s gotta bite. There’s some dangerous stuff weather can do. So you’re telling me your guys get runaway tornadoes, huh?”

“Depends on the region. We actually have a stretch of land people call ‘tornado alley.’ ”

“Tough break.

“Whoa, there we go!” Rainbow cried, as Corey felt her rising rapidly, warm air suddenly on his wind-chilled face.

Rainbow noticed him clinging so tightly at this that she turned her head back and laughed.

“Hey, you’re alright big guy, I’ve gotcha’. I’m not gonna let ya’ fall.”

Playfully, she corkscrewed into a quick barrel-roll, causing him to cry out.

“Far... Hehe...!”

She took his silence for a response in itself, and turned her head again. His head was partly buried into her neck, but she could see well enough to know his eyes were still shut tight.

“Hey look, I’m just makin’ fun. Feels good to be back up here, ‘specially after being stuck in Mandeville’s place, y’know?

“You should seriously open your eyes. It’s kinda’ windy, but the view is some of the best part in being a pegasus.”

Corey slowly obeyed, doing his best not to look down, and looked outward into the grand expanse before him.

And suddenly it struck him. Equestria was beautiful. Breathtakingly beautiful. The Everfree Forest was a thick wood that somehow retained the qualities of a jungle as well, but beyond...

Rolling plains of grass, towering majestic mountains. The land was dotted with the fullest, most aesthetically pleasing trees. Crystallic lakes and rivers, tumbling waterfalls, and a cozy little town nestled in the distance. And from so high up in the puffy white clouds, he could see everything.

And then Corey shook himself instantly out of Equestria’s spell.

“Oh no. Oh no!”

“Okay, I get it, you’re scared of heights! Yeesh, ya’ big baby.”

Corey  glanced nervously behind them. “How long have we been this high over the mountains?”

“Since we hit that updraft, why?”

“I completely forgot! If Mandeville has radar up, he’s bound to be watching for outgoing air traffic.”

Rainbow frowned. “Huh? ‘Ray-darr?’ ”

“Look, we’ve gotta stay as low as possible, or he’s going to see us, and then—”

Rainbow’s ears pricked-up suddenly as she turned around, leaned back and flying backwards as though her wings were doing the backstroke. Corey gasped as his legs started dangling freely in this position.

“Dash, what the hell?!” he demanded.

“You hear that?” she asked, straining to hear the noise more clearly.

“Yep, coming this way!”

With that, she righted herself and shot away far faster than before.


Adrian Mandeville stared at his monitor. A search of the outlying areas of the forest beyond the facility had yielded nothing. Given another hour, he would have called it off and proceeded straight with the march.

And now this.

It would have been too much to hope that the tiny blip on the scanners was them. He wasn’t even sure what lurked in the forest. That chimaera had certainly thrown him for a loop.

Might have been another small dragon... one with wings, this time.

And yet the eagle-eyes of the SHADE were seeing a most welcome sight. It was indeed one of Sparkle’s friends. The pegasus pride-rally that had given him lip before the group all but vanished.

And what was more? Riding her was the spec-ops skidmark himself.

Partly, he wondered if the unicorns knew anything about necromancy, as he was quite certain he had seen the man gutshot. He ought to be furious at having failed to kill him, but then, how often did you get the satisfaction of killing someone twice?

But that wasn’t the end of his luck. They hadn’t evaded him, they weren’t up and gone like he feared. They were lying in wait.

This was it. This was their move!

“Shall I engage?” CAIRO asked.

Mandeville considered a moment.

“Anti-personnel turret only. Take out Rainbow-Brite. I want to give that son of a bitch the time to think long and hard about what’s happening, before he splatters all over the ground.”

The soldier and pegasus on screen were still a ways ahead, but they were bolting for Canterlot.

“And while you’re at it, bring in two more SHADEs,” Mandeville ordered.

“Two more units? I estimate this to be unnecessary, and more likely to draw attenti—”

“I’m not risking them getting away again!” Mandeville roared. “That is a direct command, CAIRO. Now blast them out of the fucking sky!”


Rainbow Dash bolted through the sky like a missile, as the unmistakable shape of the SHADE closed in from behind.

“I knew you’d slow me down!” Dash shouted, glancing behind her at the craft. “Any ideas?”

Corey began to sweat in spite of the freezing wind. “I dunno, evasive maneuvers?”

She rolled her eyes. “Yeah, great, thanks!”

“No, seriously! We’re smaller, we’ve got the advantage in maneuvering. Keep out of missile-range and don’t let it line itself up for that autocannon! Then you’ve just got that little turret to worry about.”

“Yeah, saw that before! Anything else?”

“Uh...” Corey muttered. “Oh! The turret can only rotate so fast. It’s designed for tracking living targets on the ground. It won’t keep up with anything too close to it!”

“So get closer?”

“Get closer, close as you can.”

Rainbow paused as the winged death machine’s turret popped out of its nose, and honed in for a shot.

As it fired, Rainbow’s wings spread to their fullest, putting on the breaks and causing the SHADE to shoot nearly past her. However, she was too good for that, putting on a burst of speed as soon as she was level with the machine.

The turret wheeled around to find her again, as the craft attempted to break away for better range. Rainbow Dash had none of this, matching every feint and maneuver it attempted in order to shake her. All the while, the turret simply couldn’t track her movements fast enough.

She hooted and hollered at the thing while Corey held on for dear life, and hovered over one of the wings. The SHADE finally retaliated by performing an Aileron roll, the wing purposely slamming into the side of the pegasus and human, making the pair tumble about twenty-feet before she could regain control. In the meantime, Corey had fallen right off and was dangling precariously from the rope.

Corey began hauling himself up the rope only to realize the SHADE was behind them again. However, it closed in fast, purposely guiding itself so that Rainbow Dash was on a course in line with the dark black vent serving as its jet-intake.

“Dash, watch it!”

Rainbow made a noise of surprise and promptly accelerated, swinging Corey taut and diagonally left, but the SHADE was prepared for this, the shrill noise of its engines turning into a scream mixed with a roar.

Between the suction of the jet engine and the craft’s speed boost, Rainbow Dash would have been swallowed entirely by the intake had Corey not been separate from her momentum. He was swung over the nose of the SHADE, the rope catching itself upon the turret, arresting its movement and keeping Rainbow from being entirely drawn in.

Rainbow Dash shrieked, her forehooves around the outer edges of the shaft, desperately trying to pull herself out.

“Corey, help!” she cried. “There’s something spinning in there, it’s gonna cut me to pieces! Ya gotta help pull me out!”

He nodded. “Right!”

Keeping certain the turret wasn’t going anywhere, he grabbed the rope and started pulling. The force was enormous, and Rainbow was having no less trouble with the strain on her end.

Meanwhile, the SHADE flew in a tight circle, determined to keep the scene away from Equestrian eyes if possible.

“Corey, I can’t hold on, I’m slipping! It’s too strong!”!” Corey grunted, almost entirely helpless himself.

In a moment that chilled their blood, Rainbow cried in mortal terror as her hooves slipped entirely, all but her face vanishing inside the intake.

With her pupils turned to pinpoints and an overall amazement at remaining unharmed, Rainbow Dash betrayed tears, her forehooves grasping for the edges of the shaft again.

“HELP ME COREY, I’M TOO AWESOME TO DIE!” she wailed, her voice reverberating inside the jet.

Of all the situations to be in, Corey hadn’t exactly expected this. His ride and ally under the threat of getting sucked into a jet turbine. He’d heard of this happening to people. Only one that survived made it because his flight helmet jammed the thing, though he was still cut to ribbons and—

“Brace yourself against the wall!” he shouted, grabbing from his dwindling reserve of EMP grenades.

“Okay...okay...” she muttered in response, trying to stick to one side.

“Alright, here it comes, keep your eyes closed!”

Corey tossed the grenade as straight as he could, but it banked over the wing, the intense slipstream sending it spiraling off behind the SHADE.


The sight or sound of the blast weren’t even detected at their speed. Corey only had two more left, but he’d use them without a second thought.


He prepared another grenade, leaning low. If he could throw it ahead, and into the jet’s suction, it might make it...

“Corey, what’s happening?!”

Fire in the hole!” he shouted, hawking the specialized ordnance.

Rainbow only muttered her confusion, before shouting and ducking as the lump of glass and metal soared past her into the guts of the engine.

She shouted, closing her eyes as she remembered to do, while clangs and sparks filled the interior and smoke filled the sky behind them. A bright white flash —not orange like fire— erupted from within, the machine going still as it died. A sudden nauseous feeling came over both Rainbow and Corey as the SHADE descended, now gliding to its destruction.

Without the resistance, Rainbow crawled her way out in moments, her mane and body a mess of black grease and general frizzledom. Quickly noticing the spot where the rope caught, she tugged from the proper side before scooping Corey onto her back again.

“You alright?” Corey asked, pulling his G36 out and holding it steady as he could.

Corey felt her shudder. “My entire life flashed before my eyes...”

And then her entire face lit up. “It was awesome! Kinda sucks though. We were even after I saved your from that CID. Guess I owe ya now.”

“Maybe you can drop me and then catch me again?” Corey offered, making Rainbow chuckle.

“Seriously though, even if you only did it to save yourself... thanks.”

Corey smiled. “Anytime.”

At that point, a great flash signaled the SHADE crashing into the trees below, the roiling fireball’s roar like a distant delayed ‘bang’ from their altitude.

They soared off again, gaining preposterous speed until a wide white cone of condensation surrounded them, and an incredible noise seemed to smack Corey in the face.

“The hell was that?!” Corey shouted. When Rainbow didn’t answer, he tapped the closest thing he could figure was her shoulder.

She turned around. “Hmm? What’s up?”

“What was that sound?”

“Huh?” She stared blankly, before chuckling. “Oh, right! Not used to having a passenger. I can’t hear you from up here Corey, your voice isn’t fast enough to reach my ears. You can hear me because mine is going the other way.”

Corey stared, before leaning forward to speak directly into her ear.

“Are you trying to tell me we’ve broken the fucking sound barrier?!”

“An’ that’s not all I can do monkey-boy! But, uh... Hey. Can you keep an eye out behind me? At this speed I’m not gonna hear them coming either. Like, tap on my head if you see anything an’ I’ll get with the evasive maneuvers.”

Corey tapped on her head with his open hand.

“Yeah, just like that.”

The tapping came again, faster this time, and harder.

Okay Corey, I—” She turned around, only for her eyes to widen.


Two SHADES were closing in fast, and Corey was twisted backwards, silently firing his weapon at the them. The rounds glanced off the their armor, but when he began clearly aiming at the engines, they broke off, hanging back beyond his range.

Rainbow swerved this way and that as she felt their bullets displacing the air when they sailed by.

It was almost all Corey could do to hang on as she tried to shake them. He dug into his pack, hoping to at least be theoretically ready in case the SHADEs—

And then they did exactly as he feared they would, the flaming dot of a missile now chasing after them, slowly gaining in spite of their speed.

Finally he clasped his emergency kit and opened, adrenaline making him shaky as his fingers rolled over a rod-like object. Pulling the road flare out, he removed the cap and struck the end, causing a deep red flame to sputter from it, white smoke trailing behind them.

Experimentally, he waved the flare in an arc back and forth. Relief washed over him as he saw the missile gently correct its course as he did this: it was tracking the flare now.

He tossed it as hard as he could to their left, and couldn’t help laughing as the missile sank, chasing after it.

The SHADEs responded by switching to their twin forward cannons, which tore through the sky, the steady stream of lead rounds tracing smooth lines in the clouds ahead of them as they split the air.

“Hold on!” Rainbow cried, before rolling sideways and kicking a passing cloud. Corey felt his hair stand on end as a lightning bolt shot out behind them. It was a perfect shot, right into a jet turbine which promptly ripped itself apart in midair. Even the rear-mounted vertical propulsion system was ruined by the shrapnel being shot through the exhaust system, sending one of the SHADEs into a lopsided death roll until the pressure sheared the very wings off of it.

“Woo!” Rainbow cried. “One to g—WAH!”

Dash veered wildly to the right as a spray of bullets shot up at her from below. Despite being doomed to a fiery wreck, the SHADE’s turret took surprise shots on its meandering fall. Corey shouted as he fell off once more and dangled behind her.

The last SHADE took notice of this and once more launched a missile their way. Corey by now had retrieved a flare gun, which he held in his left hand. Rainbow took a momentary glance behind her to check on Corey, only to see the missile and angle upwards, climbing to evade.

Another stream of bullets arrived from below, far spread and wild with the dead SHADE so far out of range. However, in a lucky shot, one of the rounds tore through the fibers of Corey’s rope harness. As Rainbow ascended, Corey fell, a wave of terror gripping him.

“DASH!” he cried. But she could not hear him.

The missile continued after Rainbow Dash as she climbed. She didn’t dare to look behind her to see it. Then, a smoking red light fizzled to the left of her, making a screeching noise like a firework. As she watched, the missile chasing her veered off, reaching the red light and erupting in a fiery blast she could feel.

“Whoa, more of your work Corey? Corey...?”

Glancing behind her, she noticed the trail left by the flare, and the frayed end of Corey’s rope. Looking down, she could just barely see a dot shrinking towards the green plains below them.

“I’m comin’ Corey!”

With that, she dove, paying no mind as the SHADE behind her fired its twin auto cannons. The rounds zipped past her along with the SHADE, which failed to adjust to the maneuver fast enough, and turned around to follow her dive.

Meanwhile, Corey had discarded the flare gun which only seemed to hover alongside him, having spent his charge. He heard the other SHADE explode on the ground at last, and didn’t dare to see how close the ground was by now. He tried his best to keep flat and slow his fall, but he wasn’t sure even his supersonic steed would catch up to him in time.

Rainbow pushed her hardest to close the gap, but the ground was approaching fast. The SHADE was descending after her, switching to hover mode rather than its jets and descending after her through a freefall, combined with the electromagnetic propulsion pushing it down even faster.

Gradually, the mach cone surrounding her body narrowed its angle, but the SHADE continued to close in.


“Yes, yes!” Mandeville shouted, leaning forward, engrossed in his monitor. “You’re sure that she can’t catch him?”

“Rate of acceleration is insufficient,” CAIRO confirmed.

“Fan-fucking-tastic! Gun her down, I want to see his expression.”

On the screen, Rainbow’s mach cone shrank nearly to nothing as the turret locked onto her.

“Warning!” CAIRO said. “Force Five disturbance detected. Type: electromagnetic.”

“Hmm?” Mandeville saw the screen suddenly explode into the ultimate acid-trip. A blinding prismatic flash expanded from where the pegasus had been.

“Alert: target has become hypersonic. Current velocity: eight-thousand-six-hundred-ninety nautical miles per hour.”


On the screen, the feed had gone haywire, and the image was rocking erratically.

“Warning! Electromagnetic turbulence has compromised magnetic repulsors. Drone in freefall. Drone in freefall.”


Indeed, as the SHADE passed through the shockwaves of Rainbow Dash’s sonic rainboom, its entire propulsion system had driven it into a tailspin. Meanwhile, Rainbow herself was at her topmost speed, a polychromatic trail left in her wake.

Corey watched the scene above him play out, and wondered to himself just how he’d gotten here, before she had scooped him up and pulled out of the dive masterfully. As if to punctuate her victory, the SHADE finally crashed to the ground faster than gravity, the micro-mushroom cloud rising into the sky as she flew away over the plains. They were out of the forest and truly in Equestria at last.

“Holy shit...” Corey said slowly, his eyes bugging out of his head as he dangled with her hooves under his arms. “Y’know when I said to drop me, I was kidding.”

Rainbow chuckled. “Still even, though!”

After basking in their victory a moment, Corey noticed something in the distance.

“Whoa, Dash, is that a fucking castle on the side of that mountain?!”

“That, Corey, is Canterlot!”

“No shit, huh?” he muttered, shaking his head as they sped towards it.

Meanwhile, miles behind them, the only other human in Equestria was nursing cuts in his hand after having put his fist through his monitor.


As they got closer, Corey noted more and more things about Canterlot.

What he’d taken for a castle appeared to house an entire city. Not a widespread city perhaps, but it made the various towers look all the grander.

The architecture was also odd. It looked Arabic or Indian, and yet he could see an enormous portcullis, drawbridge and all manner of European bits as well. It was a chaotic amalgam of marble, gold and whatever was producing that indigo color. Yet the spindly form which he was convinced could only remain in place on that mountainside via magic— had a wholeness to it. An elegance. There was method to this madness, somewhere.

From the city, Corey heard a noise like a series of small jet takeoffs and saw six blue specks heading their way.

Rainbow came to a dead stop, gasping deeply.

“Oh wow, it’s them! They’re coming to me!”

“What?” he asked, raising his rifle. “Trouble?”

“No nononono, put that thing away! It’s the Wonderbolts! H-how do I look?!”

“Like hell.”

“Who’s she?”

“Alright, hold it right there you two!” a blue-haired stallion with a lighter-blue coat ordered.

Corey took a moment to look over the group, who were hovering six-abroad like they were playing a very lopsided midair football game. All pegasi —obviously— and all wearing the same blue and yellow uniform, complete with built-in flight goggles.

The mare in the center of the blockade —a yellow coated mare with wild orange hair— turned towards him.

“They’ve already stopped, Soarin.

“Hey, you’re that Ponyville wizkid! Rainbow Crash, right?”

“Uh, it’s ‘Dash’ actually, um—”

“And who’s your...” she paused, her head tilting towards Corey, “rather large friend?”

“Corey Webber, and we’ve got to meet with one of your princesses as soon as hu— er, ‘ponily’ possible.”

The mare’s tone became swiftly serious. “Nopony’s meeting nopony until we get an explanation for whatever midair ruckus was happening out there. Firefighters are being deployed now to two spots in the countryside that are in flames, and some are sighting another in the Everfree. Get talkin’. Now.”

“That wasn’t me!” Rainbow cried, before looking skyward. “Well, some of it was me, or, okay, the fires were kinda me—”

“We were being chased by autonomous flying machines that wanted to kill us, so we blew them up,” Corey blurted.

The Wonderbolts looked at him —or at least appeared to, their goggles effectively hiding their eyes— and merely waited for him to say something else.

When he didn’t, a blue-coated, white-maned mare groaned. “You got proof, or are you trying to tie our tails together?”

“I know it’s nuts!” Rainbow said. “It’s true though! This guy came to Equestria from another world with this other guy, and he’s got this huge underground factory in the Everfree Forest, an—”

“Until we can verify any of this,” the orange-haired mare said, “we’re gonna assume you’ve been hitting the cider too hard and messing with fireworks, so you’re both gonna cool-off in a cell till you’re right in the head again.”

“Spitfire, please, don’t do this! Equestria is in danger, we can’t waste any time! Just pretend you believe me for like, five minutes and take us to see Princess Celestia!”

“Unless one of those ‘killer flying machines’ comes at us in the next minute, you’re—”

“Whoa, Cap, incoming at twelve-o'clock!” shouted a white-coat, orange-maned stallion.

“What are you on about, Streak? I’m not seeing any— Break, break formation!”

The entire group scattered as a SHADE swooped in at what must have been its top speed, foregoing its weapons and attempting nothing more than to impale Rainbow Dash on its nose.

“What in Equestria is that?!” Spitfire demanded, hovering once more after rolling out of its path with the others.

“A flying violation, that’s what,” Soarin answered, taking off after it along with two others.

“Wait, NO!” Rainbow screamed, chasing after them.

“Hey!” Spitfire cried, taking wing herself with the rest of them.

By the time the SHADE had turned around it was in hover-mode, creeping towards them, just as the three Wonderbolts caught up to it and flew alongside.

One of the pegasi, a white-coated, yellow maned mare, approached it from the side.

Sir or madam, land your... vehicle now! You are recklessly endangering Equestrian citizens in a strictly regulated airspace! Comply, or we will be forced t—

In a movement the mare barely detected, the SHADE’s turret popped up from its nose, rounded on her, and fired eight rapid shots.

Rainbow Dash gasped at the noise, her mouth gaping open as the mare flew backwards, dropping from the sky, glimmering red flecks exploding outward like a shower of rubies.


“BREEZIE!” Soarin cried, swooping down to catch the mare.

Spitfire and the others had caught up with them, only to lose interest in Rainbow entirely.

Spitfire herself raised a hoof to her ear and spoke. “Command, Bolt Five is down. Repeat: Bolt Five is down! We are under attack!”

The SHADE began firing again, but the others had seen the workings of the turret weapon and evaded skillfully. The stallion named Streak took an opportunity to swoop across the nose of the SHADE, smashing the turret’s barrels. The next shot the SHADE attempted emitted a louder sort of ‘bang,’ as its interior components ruined themselves and the turret ceased movement altogether.

“Whoa, nice one, Fire Streak!” Rainbow gushed, before realizing the SHADE was now slowly pivoting in their direction.

“Whoa, watch out!” she cried, shoving Spitfire in midair as the buzzing noise of the SHADE’s twin cannons filled the air, alongside several ‘wooshing’ sounds as numerous missiles flew forward in rapid succession. These missiles didn’t appear to be using the infrared guidance system, as they sailed past the pegasi. The cannons gouged a curved line of holes into the adjacent cliffside, before the missiles arrived, blasting chunks of rock out of the mountain in a cacophony that could be heard for miles.

“Sweet Celestia...” Spitfire sighed. “Thanks.”

“We’ve gotta take that thing out before it levels Canterlot!” Rainbow said, as Spitfire’s ears perked up.

“I think command has an idea about that. All wings, back to base!”

“ ‘Back to base?’ ” Corey parroted.

“Just do it, trust me!”

With a groan, they were off, heading for one of the larger towers as the SHADE turned and gave chase. However, as it began speeding into range, the group was overtaken by a violet shockwave. It washed over them like a summer breeze, but the alien aircraft may well have slammed into a concrete wall, metal and flame washing over the grand translucent sphere that had appeared over what must have been the entire city.

“Well that helps my mood,” Corey muttered, staring at this incredible countermeasure. “Glad it counted me as an exception to its IFF.”

“IFF?” Rainbow asked.

“ ‘Identify Friend or Foe.’ Whatever told that shield I was okay, and the SHADE wasn’t.”

“I’ve got a shrewd idea who it is.”


The Wonderbolts directed them to a tower with the blue and yellow lightning bolt emblem emblazoned on its roof. It was a large shaded platform with much the same space and appearance as a sports locker room, all manner of fitness equipment within the inner ring. They landed on an extended platform, likely designed for this purpose. Corey stepped onto the ground gratefully, but uneasily, only now realizing his knees had gone a bit wobbly.

Meanwhile, Soarin and the white-maned mare were gently delivering Breezie to a few ponies with medical equipment and cutie marks. Five other Wonderbolts arrived with them, the remainder of the team. The entire team watched with bated breath.

It didn’t take but a moment for one of the medics to check the wounds and vital signs, before slowly shaking her head.

It was a mixed reaction, to say the least. Rainbow hid her face with a hoof, continuously muttering “No no no...”

Soarin lifted his goggles and sobbed openly into the neck of the white-maned mare, who herself was still, if not stoic. Fire Streak cantered off and shouted as he bucked a set of weights over with a crash before hanging his head.

Spitfire, however, rounded on Corey and Rainbow Dash, lifting her goggles and staring at them with her eyes narrowed and her mouth open.

“What did you do?!”

Rainbow appeared somewhat stunned to be addressed this way, and choked out “W-what?”

“One of the best fliers I’ve ever had just died under my command! One of my best friends, one of my teammates, and you’re going to tell me why!

“Where were you, and what possessed you to fly here with things like that chasing you?!”

From the stairwell, a voice Corey might have expected from a surfer floated over to them.

“Would you mind if I were in on this too, Captain?”

The voice came from a stern-looking white unicorn stallion, rather larger than the others Corey had encountered, which he would admit wasn’t many. Still, given the average pony height, his horn would only just reach Corey’s nose. He was also the first he’d seen with unshorn fetlocks. He wore purple and gold armor complete with a Romanesque helmet, like a centurion might wear.

The stallion’s face relaxed upon seeing Rainbow Dash. “Hey, you were one of Twili’s friends! One of our bridesmaids even!”

“Oh, hey Shining,” Rainbow said, relieved to see a familiar face.

“Shining Armor,” Spitfire addressed, “glad you’re here, it’ll make this easier.”

“ ‘Twili?’ ” muttered Corey, before his eyes glanced over the familiar star-emblem on the front of his chestplate. “Are you related to Twilight?”

“I’m her big bro, though you’re a tall drink a’ cider yourself, spider-legs. Mind explaining what’s going on here?

“Princess Celestia said my sister was helping with this disappearance situation. Were you both in on that?”

“What does any of this matter?!” Spitfire shouted. “Armor, one of my team is dead! These two brought one of the most dangerous things I’ve ever seen screaming to our doorstep! They endangered everypony in the city!

“Now I’m going to have to explain to Breezie’s family that she was killed while I was in the air! That... that I couldn’t protect one of our own not even a mile outside the capitol.”

They stared at her as she glared, though there was a visible sulk in the way she held herself. Shining Armor walked in front of her.

“Captain, I’m sorry about her. I’ll be willing to accompany you when you deliver the news. I was on-duty as well. But I think we should give these two the chance to explain themselves.”

He turned back to Rainbow and Corey. “You were saying, Miss Dash? About the disappearances?”

Dash nodded rapidly. “Yes, we’ve figured it out, and it’s bad. These aliens called ‘humans’ have come through from some other world, and they’re about to invade!”

Shining Armor stood still for a moment. “Aliens? Is that so?”

Corey stepped forward. “Sir, I’m Specialist Fourth-Class Corey Webber, and I’m one of the humans she’s referring to.”

Spitfire laughed mirthlessly. “Yeah, so you sold-out your own kind, did ya?”

“Mandeville is not ‘my own kind.’ He’s a lone operator, and he doesn’t represent my race. I was sent by my government to stop him, but that all backfired, and we ended up in your territory.”

Corey turned to Shining Armor. “I helped your sister, her friends, and even Rainbow Dash here escape from his base of operations after they got captured.”

“This guy took my little sis’ prisoner?!” Shining roared.

“Yeah,” Rainbow Dash said, “and he did this to all of us.”

She turned her right flank towards them, showing them the branding mark. Both captains stared, their frowns deepening the more they considered it.

“Can we get a medic to have a look at this?” Shining Armor asked while trying to control his heavy breathing. One of the pair sent to help Breezie broke off and began examining Rainbow’s cutie mark.

“They did that, to my sister?”

Corey only stared at the floor.

“Where is she? You said you helped them get out, why isn’t she with you?”

Rainbow turned, wincing as the medic began dabbing at her cutie mark wound with a wet cloth.

“We agreed me and Corey should make a break for Canterlot, let Celestia and Luna know about the invasion before it was too late. Twi and the others are heading to Ponyville, to evacuate.”

“You think it’s that bad?” Spitfire asked.

“It’s worse,” Corey answered. “You saw what that thing did. That’s called a SHADE. It’s a big flying killing machine. You saw what it let loose into that cliff. We’ve had to kill five of those things before we got here, and a lot of other toys Mandeville has.

Without what I know to prepare you, he’s going to roll through this city like it’s not even here. Your leaders need to hear what I have to tell them.”

“How do we know you’re not just a spy?” Shining asked.

“Good point,” Spitfire agreed. “It could just be a ploy to get close enough to the princesses. Why trust you?”

Corey was about to open his mouth, when Rainbow’s voice spoke up behind him.

“Corey is not a spy!”

The group looked back at her, Corey included. Rainbow’s wings were flared, and she stared between the two captains stubbornly.

“He saved our hides several times, he was always good to his word, and he cares. He cared enough about one pony that came with us, that when we... lost her...”

Corey smiled at Rainbow, who almost returned it.

“It hurt him. That wasn’t an act. He really cared about her, about us. He almost died in one attack, and we had to save him. If he were a spy for Mandeville, he’d never have tried to really kill him. I wasn’t sure about Corey before, but... I... I trust him.”

Shining Armor and Spitfire turned to each other a moment. Corey broke the silence.

“If it helps anything, I’ll let you hold onto my weapons. But Mandeville is coming, and he’s bringing a machine army. You’re going to need all the help you can get. I don’t want to see any other Equestrians go the way of your friend, Captain.”

Once again, there was silence, mixed with the odd sob in the background.


Twilight Sparkle was worried. Not the usual sort that came with trekking through the Everfree, particularly off-trail, but for the two that had left them.

A while after they left, the group had witnessed four staggered SHADEs pass overhead in the same direction. Twilight could have sworn she heard subtle popping noises, but with the ambient forest noises it was difficult to tell.

In the meantime, they were following Fluttershy’s lead, given she was the only member of the group who knew her way back from the bear cave.

“Now, you’re sure this is all familiar to ya?” Applejack asked.

Fluttershy nodded energetically. “Very sure! This is the way I always go.”

“Dear, I am surprised you don’t mention your little expeditions more often,” Rarity commented. “It is the Everfree Forest after all.”

“Well, usually Mister Bear escorts me, but he’s still getting over his hibernation right now.”

“Y’know, I tried sleeping for a few months one time,” Pinkie said. “It’s impossible to find a good position to stay comfortable for that long.”

“Wait, you tried sleeping for months?” Twilight asked. “Don’t the Cakes kinda need you, don’t you pay rent?”

“Aw, that’s no problem Twilight. Y’see, I do most of my work without even knowing it anyway. I’m a sleepbaker.”

“A what?” Rarity asked.

“Well, know how some ponies walk in their sleep? I’m kinda the same way, ‘cept I don’t just walk. A lotta the time, I bake stuff!”

Applejack smirked. “Pinkie, sure as sugar, you are one of a kind.”

“Uh, pardon me ladies,” Rarity said, staring suddenly southwest, “do you hear something?”

Indeed, there was a building noise. A dull whine, a sharp sound of snapping branches, and numerous deep clicking sounds.

“It’s getting louder,” Fluttershy noted, taking a step back.

Twilight gasped as she saw it, and whispered, “There!” pointing into a crack between the trees a hundred yards away.

It was a shadow, creeping slowly over the forest floor, until one of the trees began vanishing, pulled forward until it was ripped from the floor.

“That poor tree,” Fluttershy moaned.

Applejack’s eyes narrowed as she shook her head rapidly. “What in all tarnation is that about?”

They got their answer promptly, as the culprit rolled into view. A gargantuan yellow machine on similarly proportioned treads, with a front end constructed of rotating, interlocking bladed cylinders that were devouring any obstacle in their path. The tree this metal monstrosity had taken was now being shunted out of vents built into its side as a dusty mulch, defining the edges of the trail it was busy blazing.

Already it was tearing into another tree in front of it, the dull, low noise oddly inconspicuous in the dense forest.

“Clearing a path for the invasion?” Rarity suggested.

Twilight groaned. “Oh, Corey was right! They’re gonna at least pass Ponyville! I need to find a familiar spot so we can teleport.”

As the machine moved onward, almost out of view, other treaded vehicles moved forward. Twilight didn’t need to be told they were tanks. The form was distinct, the same long barrel for its main cannon, more compact without the need of a driver, but with far less angle in its armor than what she was familiar with.

And marching alongside were the CID, which upon seeing, the girls scrambled behind a tree to evade.

“Better back off gals,” Applejack whispered, “nice and quiet-like.”

Indeed, they set off east until reaching a clearing where they could no longer see the army for the clutter of trees.

“Alright,” Twilight said at last, “come on girls, we need to do this double-time.”

As she took a step north again, a large serpentine head rose groggily from the brush, blinking its great cat-eyes as it focused on the creature disturbing it.

“Uh, Twilight?” Pinkie said, her eyes widening as she stepped carefully backwards.

Twilight, meanwhile, stood frozen as the beast flicked its forked tail out at her. Her mouth went dry as it hung open.

“Twilight, run.” Applejack told her, but she remained stock still, shivering as the snake examined her.

“Twilight!” she repeated. “RUN!”

Finally broken from her reverie, Twilight panted deeply as she turned tail and bolted away. The snake however, almost expecting this, struck.

Twilight let out a shrill scream of terror as the jaws caught her from behind, stuffing the back half of her body down its throat.


No!” Fluttershy shrieked. “Spit her out, this instant!”

If the snake could understand her, it didn’t demonstrate doing so, as it closed its mouth over the hollering unicorn and gulped her down easily. The bulge of Twilight’s body crawled down its throat, the muffled screams more frantic than ever.

“Twilight!” Applejack cried, before leaping forward and grabbing the snake’s neck with all four hooves, hanging on as the bulge reached her to inhibit its progress deeper inside.

“You scale-ridden fiend!” Rarity shouted, turning a small army of needles from her bag into a prickly shotgun blast, peppering the beast well underneath Applejack.

A pained roar and bleat suddenly arose behind the snake, as the oversized heads of a lion, a goat and the body between them all reared up in pain. Applejack was flung off by a snap of the snake/tail, and Twilight continued her writhing path inside the chimaera’s body as the three-headed beast took off in surprise.

Crashing through the trees, it searched around for its assailant, before finding the trailblazing machine to the west and plowing into it with full force. The machine’s side was dented, resilient to the chimaera’s attack, but it was enough to dismount the crushers and bring its progress to a dead halt.

Nearly as soon as it was visible, the drones opened fire upon the monster, which at first only made it howl as it swiped, knocking over a tank and swiping dozens of CID into pieces with its paws.

The girls arrived, looks of horror on their faces as the carnage continued. The chimaera stepped back out into the trees for another charge, but as soon as it turned around, one of the tanks fired its main cannon into its chest. The monster fell, tumbling with the force of a landslide. Groaning, bleating and hissing, its lungs deflated as it lay still.

“No,” Rarity said, taking off towards the hulking body. “No!

“Rarity, watch it!” Applejack whispered, checking that the drones weren’t coming out to investigate.

As the ponies approached the body, they listened for anything, any noise that might mean Twilight was still there.

“Twilight!” Pinkie cried, before being hushed by Fluttershy.

Pinkie pressed her face into the chimaera’s fur, and unleashed a muffled scream of Twilight’s name into it.

“W—we’ve got to cut her out of there!” Rarity cried. “She might be unconscious, we can’t just leave her in there!”

Applejack closed her eyes. “We can’t get through all that muscle n’ hide in time, even if she did survive.”

Pinkie’s eyes went huge with tears as she grabbed Fluttershy in a hug and sobbed into her.

“Oh-ho Twilight!” Rarity moaned. “This isn’t fair, not after all you’ve done, for us, for me, for Equestria! How can it end like this, Applejack?!”

She bawled her very mascara off into Applejack’s neck as a figure stumbled through the forest behind them, turned, and then sprinted with a wobbly gait in their direction.

“Girls!” Twilight cried, panting, her wide-eyes shrinking somewhat as her soaking wet coat and mane drooped onto the forest floor.

“Tw- Twilight?” Fluttershy asked, as the others slowly stared, rubbed their eyes or shook their heads.

“Twilight!” they shouted as one, latching onto her.

“How in the name a’ Paula-Red are you back out n’ about, ya snake-bit filly?!” Applejack asked.

“Yeah!” Pinkie agreed. “We saw that snake-tail-thing gobble you up!”

“Did it spit you out, somewhere along the way?” Fluttershy asked.

“No,” Twilight said, a thousand-yard stare taking over her eyes. “No, I landed in its stomach... it was dark, and slimy and...”

She shuddered, as the others pressed in closer.

Rarity squinted her eyes as she shook her head. “Well, how on earth did you escape then?”

“I panicked,” Twilight said unnecessarily, “when I realized where I was, and I took a chance and teleported out.”

“I- isn’t that dangerous?” Fluttershy asked her.

Applejack chuckled. “Yeah, couldn’t you have ended up underground, or in a tree or somethin’?”

Twilight nodded, almost ashamedly. “I think at that moment I wanted to be anywhere but in that s-sn... i-in that snake’s belly.”

“Well, it was that chimaera actually,” Rarity corrected, “but given what happened to the poor brute, you were probably right.”

“Yeah!” Pinkie cried. “It broke the tree-eating machine!”

“Well, that’s good then!” Twilight tried to smile, despite still shaking like a leaf. “Mandeville will have to fix it before he can move those drones any further. And I glimpsed that ruin where we defeated Nightmare Moon when I got out! I know where we are now!”

Applejack let out a satisfied cry, before saying, “Fantastic!

“We can get back to Ponyville now, right?”

“Almost,” Twilight said. “Our first stop needs to be Zecora’s.”

Pinkie gasped. “You’re right! She wouldn’t even know! And then her treehouse might get eaten, and it would just be the saddest thing...”

“Okay then,” Rarity agreed, “Off to Zecora’s. Are you ready Twilight?”

Twilight’s horn glowed brightly. “Yeah, ready to never see this spot again.

“By the way, can we never mention this ‘getting eaten’ thing?”


Rainbow Dash was feeling a lot better about things. The medical ponies had quite literally worked their magic on her cutie mark, and by now it was looking much improved. They told her it would still be a scar, but that the hair would grow back over it until it was barely noticeable.

This made the long awaited walk to the throne room all the more satisfying. Finally, they could speak to the only ponies in Equestria that might stand a chance.

Beside her walked Corey, stripped of his weapons and pack, as he promised. Shining Armor himself and an escort of guards accompanied them on either side.

Corey received a few stares as they walked through part of the city to reach the palace proper. The stares were more curious than fearful, ponies turning to ask questions of their friends, likely concerning if they had any idea what he was supposed to be.

Corey was more concerned with the residents not watching him. It was a bustling town, the sort of cheery everyday drudgery a Disney film might use to depict an old-timey village... and soon these streets might be filled with the marching of metal feet, to a chorus of panic and unrest.

Corey was brought out of his trance as the sound of a heavy door caught him before he had realized the building was in sight. He and Rainbow watched as the interior was revealed bit by bit, until Shining Armor and the guards ushered them inside.

It was a grand lobby, a staircase in front of them breaking at the top and forming a hallway between two large wings, while a red carpet defined their paths. The entire building seemed to be coated in marble, with tall stained-glass windows letting the sunlight fill every corner.

They ascended the steps, turning left at the top and proceeding towards the great double door at the end of it.

“Compose yourselves, please,” Shining Armor said, staring more at Corey. “You’re about to enter the presence of Celestia herself.”

After giving him a long look, he turned to swing the great doors open.

Inside was a cavernous room, of the same style as the rest of the building, but far grander. The  stained-glass windows all portrayed continuous images of the sun over a picturesque landscape, save for one. The one in question portrayed six familiar-looking ponies surrounding an odd draconian beast with all manner of animals parts on various sections of its body. When he realized Rainbow was watching him stare at the thing, she chuckled and winked at him.

At the end of the room, a hundred or so feet in, was a golden throne, babbling fountains of water dribbling down into small pools on either side. Guards surrounded it on both sides. And sitting upon the throne was the most gorgeous creature Corey had ever beheld.

It —no, sheshe was by far the largest pony he had yet encountered. He almost hesitated to call her a pony, given her elegant proportions were more akin to a horse. But as they approached, he could see why she was still a pony. She was almost certainly larger than him, but not by much, though he would not be certain unless they were standing face to face.

He could tell she was quite the specimen, both a unicorn and a pegasus, with wings and a horn he instantly respected for the power lesser examples had shown him before. Her mane and tail were a dreamlike wave of blue, green, purple and pink. Either her hair was magical, or the hair was made of magic. She wore golden shoes on her hooves, a golden ornamental brace around her neck and a simply-shaped golden tiara atop her shapely head.

And her bottomless eyes were violet and wise, and looking directly at him.

“Miss Rainbow Dash,” Celestia said, leaning forward. “And...”

She stared at Corey, taking the sight of him in, looking over his feet, his hands, his uniform...

“Forgive me, I’m afraid this is a rare first encounter. I cannot say I am familiar with your kind. Have you a name?”

“Ah—” Corey croaked, closing his parted lips at last and giving a light shake. “I’m Corey, your highness. Corey Webber.”

Celestia stood up, and stepped slowly off of her throne towards them.

Corey felt a sudden compulsion towards humility and sank into a kneel, an act which made Celestia pause blankly, before beaming at him. Upon reaching the level of her subjects, she leaned down, touching Corey’s shoulder with her horn. 

“I am Princess Celestia, Corey Webber. I welcome you to Canterlot.”

She stood up again, facing her other guest.

“Surely Rainbow, this cannot be the culprit Twilight sought, can it? Hmm.”

Once more she appeared to evaluate Corey.

“I ask your forgiveness once more, Corey Webber. I suspect your gender, but I would be a fool to say for certain. Do you call yourself stallion, or mare?”

“Stallion, Princess, although that wouldn’t be the term we would use.”

“Enlighten me then, Mister Webber,” she asked, smiling again.

“I would call myself a ‘man,’ your highness, as opposed to a ‘woman.’ ”

“How interesting,” Celestia commented. “But you’ve indulged my curiosity long enough. I sense there is much to be said.”

And there was. Rainbow Dash explained their journey to the Mandeville Arms facility. She described the things they saw, the unseen, ever present computer, and the man behind the madness. Between Rainbow and Corey, they told Celestia what they knew of Mandeville, what Corey had experienced and what Twilight had relayed to them.

In the process, Celestia inquired about the human people, their world and their technology. Corey explained how they had come to be in Equestria, Rainbow Dash relaying the theories Mandeville had opined on the matter. Subsequently, Corey admitted his own guilt in forcing the situation upon their world.

“I submit myself to whatever need or punishment you deem appropriate, your highness. But I beg that you allow me to help you.”

“Stand, Mister Webber,” Celestia said. “Please.”

Corey realized as he complied with the request that at her full height, the top of Celestia’s head only reached his chin, while her horn ended a few inches above his head. And yet, her presence left him no less cowed.

Celestia began circling him, slowly. “Indeed, you are responsible for these events in my kingdom. My beloved ponies suffer as a result.

“But your crime was committed, absent your knowledge. You wrought hatred from love, sought the empty liquor of revenge. But I see too well that you have paid for your error. As I feel a duty to protect my ponies, so do you shoulder responsibility for their welfare.

“I have no interest in punishing you, Corey Webber. But I would ask of the help you seem quite intent on providing.”

“Thank you, Princess,” Corey said.

Celestia nodded almost imperceptibly, before turning to gaze at one of the windows.

“However, if provided the chance, I wish to speak with this Adrian Mandeville. If it is possible to avoid the shedding of innocent blood, I will seek every avenue before considering war.”

Corey and Rainbow gave each other a significant look, frowning.

“Which is not to say I wish to be unprepared, if this machine army arrives.”

She smiled, looking at the pair out of the corner of her eye as their tension visibly left them.

“Shining Armor, if you could escort them to the barracks please? I must wake my sister.”


Twilight rapped upon the door of the gnarled tree house. “Zecora? Zecora, are you there? Please, open up, this is an emergency!”

The door opened nearly the moment she finished speaking, Zecora’s eyes wide open and mouth parted. “Twilight, friend, you have returned! Can it be your quest is fulfilled, adjourned?” She beckoned them inside, quickly closing the door once Fluttershy’s tail cleared the frame.

“I wish that were the case, Zecora,” Applejack answered, “but things have plum gone from bad, to worse.”

“And from worse, to worster!” Pinkie elaborated. “And from worster, to supremely terribly—!”

“I think she gets the picture, hon,” Applejack deadpanned.

“There’s no time to explain,” Twilight said. “Zecora, there’s an invading army marching its way to Canterlot, and they’re going to come right through the forest and Ponyville to get there.”

“Long story short, darling,” Rarity said, “we need you and the rest of Ponyville to abscond to somewhere safer until the coast is clear.”

“Abandon my home?” Zecora cried, taking a step back. “Abandon my brews? Is this a joke? Your news does not amuse!”

“Zecora, we’re leavin’ our homes too,” Applejack said. “Better your home than you.”

“I seek no quarrel with these invaders,” Zecora argued, walking to her cupboards. “Why threaten me? Are they mere raiders?”

“They’ll make an example of anypony they come across,” Twilight said, “just to make us surrender. Just to make us scared enough to weaken our resolve.”

“Plus,” Pinkie began, “they’re tearing through the forest with this big nasty machine that eats trees and grinds them into sawdust! I mean, they might miss you, but then they might not miss you, and we would all really miss you if they don’t miss you! Please don’t stay...”

Pinkie gave her the biggest puppy-dog eyes, and the poutiest lip she had at her disposal. The zebra stood no chance.

“Very well,” Zecora sighed, “I shall go. You must convince Plumeria as well, you know.”

“She’s still here?” Fluttershy asked as the ponies shot each other glances, their ears folding down.

Zecora only nodded, pointing to the side room.

“Oh, girls,” Fluttershy whispered, “she’s going to be so crushed!”

Rarity nodded. “And it’ll be all the worse to hear the part Peppermint played.”

“I’ll have to talk to her,” Twilight said. “She hasn’t spoken to the rest of us. It’ll be better if she hears it from me.”

“We’ll be right here, sugarcube,” Applejack said.

Twilight slowly opened the door to find Plumeria watching the forest outside her window. She looked better, less fatigued than before. She turned to see Twilight as she entered the room.

“Hello Plumeria,” Twilight said, not certain what to make of her expression.

“You’ve been there,” Plumeria stated. “I see it in your eyes.”

Twilight found herself momentarily speechless.

“You would have sent Pep in here first.” A stream of tears readily rolled down her face. “If he was still alive.”

“Plumeria, I’m so sorry.”

Plumeria gave a heavy sniff. “I tried to assume it ever since you left. Y’know, so I wouldn’t be as sad in case he really wasn’t coming back. But... I guess I couldn’t really give up on him that easily.

“Was it...” She sniffed again. “Was it at least quick?”

Twilight nodded. “Yes. He never felt a thing.”

For the next thirty seconds or so, they engaged in a rather awkward silence. Twilight didn’t know how to handle this, so she broke it.

“There’s more, Plumeria. I’m afraid we need to go.”


“Yes. We need to leave Ponyville. Everypony does.”

Plumeria squeezed her eyes shut a moment later. “It’s my fault, isn’t it?”

“What? No!”

“I went into that cave, I triggered it! Now everypony is in danger, aren’t they?”

It isn’t your fault!” Twilight shouted, scarcely aware of her actions as she threw her forelegs  around Plumeria who went silent at the outburst. “It isn’t your fault. You didn’t know. How could you possibly have known? If you hadn’t started it, all of this would only have happened later. It wouldn’t have mattered. Somepony was going to find it eventually.

“You can’t blame yourself for the things you couldn’t predict. It’ll consume you from the inside. Please, trust me.

“It doesn’t start hurting less, Plumeria. You can’t fill the hole in your heart where they once lived. But you can honor who they were. You can remember them, and consider what they would have wanted.”

Plumeria pressed her head into Twilight, shuddering in short spasms.

“I know,” Twilight whispered. “I know.”


Rainbow and Corey arrived at the Canterlot barracks with Shining Armor as their guide. It was rather small for being the center of defense for the city, much more akin to an olden day police station. Armored soldiers practiced in the courtyard, smacking dummies with incredibly shiny swords and hitting mounted bullseyes with bows wielded by unicorns.

On the far side was the office of one ‘General Smolder,’ whose door Shining Armor knocked upon to a prompt answer by a squat brown pegasus stallion with white hair cut into a flat-top. His coat was also grayed between his jaw, nose and sideburns, as if he had a permanent five o'clock shadow.

“Tell me this is a prank, Armor!” the general growled. “I get a note from the Princess, telling me I’ve got to mount a defense against a largely unknown invading force of alien machines! Kid, tell me right now if this is another one of her little games, because we are ill-prepared to fight an actual war.

War! in Equestria! We haven’t been at war in generations! Long before I held this position! What’s more, I’m going to have to deal with the League of Mages!

“You called, Smolder?” said a stiff voice.

Materializing beside him was a slender, tough-looking unicorn mare in grey robes. Her coat was a deep blue, her mane a subtle yellow with white accents. She smiled slyly at the general.

“Hello, ‘Therea,” Smolder muttered. “I didn’t see you there.”

“That was the idea,” she said, before turning to the others.

“I’m Etherea, high-mage of the League of Mages. I received a summons from our royal highness to convene here. She mentioned something about an invasion force.”

“Yeah!” Rainbow said. “An army of machines that drive these little bolts of metal into stuff, and launch these flying rockets that make things explode!”

“Machines?” Etherea repeated. “Well that’ll be simple enough. Remove one component from a machine and the whole thing fails.”

“Won’t be that simple,” Corey told her. “These things are armored.”

“Armor won’t stop magic, friend. Fret not.”

Rainbow rolled her eyes. “You don’t get it. All those missing ponies in the Everfree forest were captured! They made them put magic-stopping spells all over the machines!”

Etherea’s smile faltered. “Anti-magic. Yes, considerably more formidable.”

“I’m not exactly the arcane specialist,” Smolder began, “but if they have to ponynap slaves, does that mean our enemy is magically inert?”

“That’s exactly what it means,” Corey said. “We humans are from another world altogether. We come from a place where your magic doesn’t exist.”

Etherea tilted a head in Corey’s direction. “‘We?’ I’ll admit, I’ve never seen your kind in any bestiary, but are you telling me you are a defector of these invaders?”

Corey held a hand up. “I was never on this guy’s side to begin with. This isn’t an invasion of one world by another. This is one guy, with a lot of firepower. And I know a lot about that firepower. You guys want to win this? I can tell you how.”

“On whose authority do we listen to you?”

“Ours, General,” Celestia said, smiling when Smolder realized both she and her sister Luna were walking toward them.

“Princess, and Princess!” Smolder cried, saluting the pair while Etherea bowed.

Corey observed Princess Luna for the first time. Just like her sister, if smaller by quite a bit. Dark, midnight blue with starry hair, similarly gorgeous.

“Do I intrigue you, human?” Luna asked, sensing his gaze.

Corey’s eyebrows rose, not expecting the Olde English. “Forgive me, Princess. Until today, I’ve never seen anything like you or your sister.”

Luna smiled. “Your flattery is noted. But I would think it prudent to hear your testament concerning these clockwork connivers posthaste.”

“I agree,” Celestia said. “General, we’ll need your largest briefing hall, if you would be so kind.”

“Er, yes Princess,” Smolder said, clearing his throat. “This way.”


The Ponyville Mayor’s secretary, a stallion by the name of Sticky Note, poked his head into his boss’ office in the town hall. It was a respectably sized room, the walls comprised of dark wood with elegant shapes carved in. Behind the the mayor’s desk —made from the same wood as the walls— was a single large window allowing sunlight to spill into the room.

“Mayor, Twilight Sparkle is here to see you. She says it’s extremely urgent.”

The tan mare looked up from her scrolls and over her desk, frowning as she stuck her quill back inside its inkpot.

“Twilight Sparkle? Didn’t you offer her an appointment?”

“She’s most insistent, Ma’am.”

The mayor sighed. “Let me talk to her.”

Sticky Note vanished momentarily, before the door opened again, admitting both Twilight Sparkle and Applejack.

“Mayor, I know you’re busy,” Twilight began, “but we need you to stop what you’re doing and help us. It’s urgent!”

“I’m more than aware of what has befallen the Books and Branches Library, Miss Sparkle. I’m deeply sorry for what has happened, and I assure you I have personally put hours of effort into planning its reconstruction. Not to mention ordering the literature we’ll need to restock it. You will neither be homeless, nor the populace bookless for long.”

“‘Fraid that ain't why we’re here, Mayor,” Applejack sighed. “It’s a bit more than all that.”

“What exactly do you mean, Applejack?”

Twilight took a deep breath. “We need to evacuate Ponyville.”

One of them might have blown an airhorn, given the silence that followed. Sticky Note visibly eased his head further through the door, abandoning pretense. The mayor herself only stared between the two mares, as if waiting to hear Rainbow Dash jeering in the background.

“Evacuate,” she repeated.


“The entire town.”

“That is correct, Ma’am.”

More silence still followed this. Twilight finally took a step forward.

“Mayor, I know it sounds extreme—”

“You’re quite correct, Twilight!” the mayor cried, explosively. “It sounds like the sort of thing that would cause a panic and unrest this town hasn’t seen since—”

“Nightmare Moon?” Applejack offered.

“Discord?” Twilight suggested. “The parasprite infestation?”

The mayor’s hoof slammed into the floor with a sound like a cannon.

Do not remind me of those debacles! And this would be worse! A cease in the entire town’s economy! Everything shut down!

“We’d have to evacuate the Ponyville Memorial Hospital, transport bedridden ponies! The retirement home, everything! You realize what you’re asking?!”

“We do, mayor,” Twilight said, determinedly. “And we wouldn’t ask if it weren’t absolutely necessary. But everypony in town is in extreme danger if they stay here.”

“Miss Mayor,” Applejack began, “that business with the library weren’t no accident. We went out after whatever did it, and, well... we found ‘em. Found out more than I wish I knew, t’be honest. And some a’ that is that they’ve got an army on its way through the Everfree Forest on its way to Canterlot, and these folk don’t care one thing about what happens to anypony what stands in their way.

“We all need t’be long gone before they burst through those trees, or mark my words Ma’am, ponies in your town are gonna get hurt. Probably worse.”

The mayor looked into Applejack’s eyes, opening and closing her mouth from time to time.

“We’re wasting time, then. I know you wouldn’t lie about something this serious, Applejack. I’ll relay the order.”

Both Element bearers sighed as tension left the room. The Mayor continued speaking.

“The ill and the elderly will do too much to slow down the other townsponies. As the trains can only hold so many, they will take them to Dodge Junction until the threat is ended. Everypony else will make for Las Pegasus. Those roads should be safe.

“I, however, shall remain. I’ll not abandon my town.”

Twilight and Applejack stepped back.

“Mayor!” Twilight shouted.

“Miss Mayor,” Applejack said, “Ponyville ain’t a buncha buildings, roads or what-have-you. Ponville is the ponies that live there. Don’t do some ‘down with the ship’ foolishness when yer’ town needs the leadership of its mayor.”

The mayor stared at the ground as her ears sagged. “Yes... yes, I suppose they do. Very well, I’ll call for a mandatory town conference in the plaza, and get everypony under my authority spreading the word. I’d rather not reveal the evacuation itself until they’re gathered. Hearsay could result in a panic.”

“As you wish, Miss Mayor!” saluted Sticky Note from the doorframe, startling the old mare as she saw a number of other eavesdropping heads retreat almost literally into the woodwork.


Twilight and Applejack strode out onto the streets as the mayor’s staff became impromptu town criers, shouting news of the meeting to any that would listen, and any who wouldn’t.

“Fluttershy!” Twilight cried, spotting her in the plaza.

“Hoo-whee, girl, you’re not finished rustling them critters up already, are ya?” Applejack asked.

“It was Angel!” Fluttershy said, her eyes widened.

Twilight blinked. “Angel? Your rabbit?”

Fluttershy nodded enthusiastically. “Yes! I explained to my little friends, and I was so sure he wouldn’t want to go. I don’t know if you’ve noticed, but he can... be a bit stubborn, at times.

“But it was amazing! He marched himself off into the forest, and while I helped some of the babies, he came back with all these other animals! And they gathered up the little ones and the sick ones and all ran off towards Whitetail Woods! It was like a stampede.”

“Well that’s... good,” Applejack muttered. “Now maybe y’can help us spread word a’ the town conference. I’ve gotta go tell my kin. It’ll take longer to reach ‘em.” With that, Applejack made for Sweet Apple Acres, dodging the townsponies filtering slowly into the square.

“So, it went well with the mayor?” Fluttershy inquired.

“Yes, she’s agreed to evacuate the town.” Twilight answered. “By the way, where’s Rarity? I thought she was with you?”

“She was, but she found the Crusaders playing with fireworks and stopped to talk to them.”

Twilight rolled her eyes. “Cutie Mark Crusader pyrotechs?”

“No. Cutie Mark Crusader cosmonauts. They tied Scootaloo to a firework as big as me. She was wearing a fishbowl on her head. I don’t think it was a good idea.”

“No kidding.”

“Seconded,” Rarity said, trotting over to them. “Sorry dear, I had to stop by the Boutique and... pick something up.”

“Rarity!” Twilight fumed. “There’s no time to be saving our possessions! Whatever it was, it could have been replaced!”

“No, Twilight,” Rarity whispered. “Not this.”

Rarity pulled a case from her bag and opened it. Within was a familiar, magnificent red gem, cut into the shape of a heart.

“Spike’s fire ruby,” Twilight breathed, recalling the incident involving the magnificent stone.

“I’m sorry Twilight, I know it was irresponsible of me,” Rarity muttered, shrinking away from her. “I just... I couldn’t bear to part with it. Not the greatest gift I was ever given, from a f-f-friend I’ll have only in memory.”

She pressed her eyes together harshly, her hoof holding the case to her chest as she nuzzled the stone, as if it were alive and beating.

“R-Rarity,” Twilight cooed, smiling at her while fighting the pout in her quivering lip.

“Perhaps you should keep it?” Rarity offered, levitating the case. “It doesn’t seem right that I should keep something of his to remember him by, not when you’re still hurting so awfully much.”

Twilight’s own magic closed the case and pressed it back towards its owner.

“Spike meant for you to have that, Rarity. I’m not going to ignore his wishes, no matter how much I miss him.

“Besides, I’m pretty sure his heart belonged to you.”

Rarity suddenly leaped forward and pulled her into a tearful hug. Not quite Pinkie Pie in its strength, but it was enough.

“Twilight, you were the very best friend he could have had. I don’t want to hear about you feeling guilty over him, you understand? You’re about the truest friend I’ve ever had! You were true to him as well, and he knew it. You’ve nothing to regret, but that he’s left us.”

“Thank you,” Twilight sighed. “I’d rather not talk about it now though, okay?”

Rarity nodded. “And Twilight... I know you and... well, everypony have seen my attempts to court Corey. I rather wish it had been less obvious. But I want you to know, while I’ll certainly move on with my life... I’ll always keep a place in my heart for Spike. It’s the very least I can do.”

Fluttershy finally engaged the discussion. “Spike wouldn’t have wanted you to be alone, Rarity. You’re right to find somepony. Even if it’s not a somepony.”

At that moment, a fuschia blur stopped on its way through the square.

“Twilight, Rarity, Fluttershy,” Pinkie muttered, eyes drifting momentarily skyward. “Check.”

“You’re including us in the headcount?” Twilight asked.

“When Pinkamena Diane Pie says everypony in Ponyville, she means everypony in Ponyville!

“Oh, by the way! Did you know a baby alligator could stampede? I sure didn’t, till I saw Gummy with all those animals leaving Ponyville! I mean wow-wee! You could see that dust cloud from—”

Pinkie!” Twilight and Rarity cried. “Headcount!”

“Oh dewdrops!” Pinkie exclaimed before rocketing off again.


Corey watched in awe as the lecture hall slowly filled, all manner of ponies filling the stadium-style seats. Some wore armor, others robes, and a few were draped in important-looking uniforms. The crowd grumbled and buzzed, evidently not told much about this impromptu imposition.

In typical classroom fashion, an old-style blackboard sat opposite the swelling throng. Not a wall of smartglass, or a whiteboard, as Corey was used to seeing, but a true chalkboard like in old-time movies. The smell of it reminded him of the older buildings back in college.

This though, was even more aged than he was accustomed to. Not merely the age of decades, but centuries. There was a dignity to the room, ancient and well worn, yet obsessively maintained.

Beside him was Rainbow Dash, who unlike him looked happy as a clam in receiving the occasional stares from the seated ponies. The only others situated on their side of the room were Luna and Celestia, who were drawing most of the attention by their very presence.

Soon, it became clear that everyone intended to show was present, and Celestia had only to clear her throat to swiftly silence the whispers.

“My little ponies, I wish I had better news. Equestria faces a unique force with hostile intent. A force from another world, difficult as it may be to believe. Losses have already been had on our side.”

The buzz of conversation began anew, and Celestia waited as the significance of her words washed over them before raising a hoof for silence.

“This is why you are all gathered here. I do not wish to bring our peaceful nation into open war, but I do wish to be prepared for it. You represent Equestria’s defense force, and I can count on you to relay what you learn here to ponies under your command.

“Our foe, as we have learned, is without any magical power of their own. Instead, they are wholly reliant upon technology. Though this technology is of such advancement that one might well mistake its workings for magic.

Their lack of a magical resistance would make them vulnerable to the most tepid interference of a unicorn, but they have accounted for this by capturing unicorns in secret and forcing them to shield their numbers with anti-magic enchantments.”

The muttering began anew, and a mustached, steel-blue unicorn stallion spoke out. “Then to resist is folly! Without magic we shouldn’t even consider war! What is it that these aggressors want from us, cannot we appease them?”

“If diplomacy can be had, it will be,” Celestia answered, “but thus far their actions have been those of a conqueror. I do not believe they will settle for less than dominion over Equestria.”

“The Princesses’ strength is of magic!” a pale green mare said. “If they cannot protect us, we might as well surrender now!”

“Such enchantments can be undone, or even overpowered,” Etherea stated from the front row. “But not in great numbers. We must reserve such action for strategic targets.”

“The small-fry shouldn’t be anything a good sword, shield or bowstring can’t handle,” Smolder commented.

“So you’re going to fight tanks and fast-reacting steel super soldiers with iron broadswords and iron arrows, while wearing iron plate armor?” Corey blurted.

Eyes quickly found Corey from all corners of the room, the curious regard he’d received before now amplified. Taking notice of this, Celestia spoke-up.

“This meeting recognizes Mister Corey Webber, a ‘human’ from the world unknown. He is here in an advisory capacity, as the foremost expert on the alien technology, apart from the one creating it.”

“Uh, thank you, Princess,” Corey said, trying his best not to mutter.

Smolder scoffed. “For being such an ‘expert,’ you betray your own ignorance in suggesting we put so much stock into iron, of all things. In Equestria, our fighters use nothing less than titanium, diamond-tipped if possible.”

“Okay, right, I forgot that rare-earth minerals aren’t as rare here as they are where I come from. But you’re still talking about melee combat, and the most limited form of ranged combat outside of chucking spears at the things.”

“Hey, we’ve got cannons too!” shouted one of the soldiers.

“These things only use varying flavors of cannon,” Corey said. “Not just big mounted ball-bearing launchers. I mean small, accurate. Seven-hundred-years of refinement and perfection into lead-pushing machines that can mow down a—”

Spitfire cried from the far-end of the room. “Smolder, he’s right! I’ve seen what these things can do. Your soldiers will get cut-down well before they’re within striking distance. Our finest marksmares don’t have the range to match, and these weapons can repeat like a flapping wing on a hummingbird.”

“Then we don’t fight them!” Etherea suggested. “We lay traps. Far easier to subdue them without loss of life on either side.”

“First off, some a’ them can fly,” Rainbow Dash cut in at last. “Oh baby, can they fly! And ‘B,’ there’s only one guy that could get hurt on their side anyway. When we said ‘machine army,’ we meant the machines are the soldiers!”

Muttering broke out among the crowd as Smolder spluttered.

“I thought they didn’t have magic! What’s this about the machines marching off to fight all by themselves?!”

“It’s all technology,” Corey explained. “Look, it’s tough to describe, but we basically figured out how to create thinking machines decades and decades ago. As we went along, they got more sophisticated the more we learned how to build them. They’re not as smart as us and can only really do what we tell them, but we know how to make them act and react in certain circumstances. They follow rules, but they’re not what you’d call ‘alive.’ We’re well past the point where they can point at something and push a button until it stops moving.

“Look, there are a lot of these things. They’re tough, they’re deadly and they can react a lot faster than any of us can. They practically see us move in slow-motion.”

“If you know so much about their technology, maybe you can share some weaknesses?” Smolder suggested.

“The only thing I know to be effective is an electromagnetic pulse. It’s a sort of radiation burst that can fry anything with an electronic cir—”

“As warden of the sun, I am quite well versed in these pulses Mister Webber. If I wished, I could send one from my sun and defeat this army myself.”

All eyes were on Celestia as she made this claim.

“However,” she continued. “I know that, young though our technology is compared to yours, to do so would end many lives who depend upon our non-magical resources. This effect would not limit itself to Equestria either, and would easily be seen as a declaration of war by others the world over. As such, I cannot condone this course of action be taken.”

“Then we’re still doing this the hard way,” Etherea said. “If we are so vulnerable in open combat, then we must find a way to eliminate this vulnerability, put ourselves on an even keel.”

Smolder pointed a hoof at Corey. “You! You know all this special technology! What secrets can you tell us that will give us this power?”

Corey shook his head. “Where I come from, every nation in the world has the basic knowledge I have, yet the most advanced one always handily wins in a fight. If you guys fight fire with fire, you’re just going to get burned. Mandeville can’t be fought on his own terms, not here. You have the home-field advantage, you have power he doesn’t. You have to fight fire with magic. He might have protection from magic on his side, but there have to be ways around that. There’s gotta be a way to cheat.”

There was a silence, penetrated by mutterings amongst the crowd. Finally Shining Armor spoke-up.

“Perhaps if we had a demonstration of these weapons, we could better deliberate?”

“That is acceptable,” Luna agreed. “What would be necessary to provide a safe testing environment, Mister Webber?”

Corey shrugged. “A target with a hard backing, some range to use on it?”

“We shall provide exactly this,” Celestia said. “There will be a brief recess, that we might procure the essentials, and Mister Webber’s weapons. We will set up in the barracks courtyard outside. I ask that nopony wander far. Thank you.”

With that, the muttering held back by the crowd erupted as many left their seats and made their way outside.

“Ugh!” Rainbow groaned. “This is such a waste of time!”

“I agree,” Corey said. “I’m gonna ask your sun princess what she knows.”

Before Rainbow Dash could register what he’d said, he marched out the door after Celestia and Luna. The princess pair walked towards the end of the courtyard, to a balcony overseeing the breadth of Equestria as Corey approached.

“Your highness,” Corey called after them.

“By which of us do you mean?” Luna asked.

“Either of you. We might not have time for all of this. All of the ponies I’ve spoken to tell me you’re extremely powerful. They tell me you move the sun and moon, that you’re thousands of years old. If there is any truth to that, then surely you have some idea—”

“Do you accuse us of lying, then?” Luna demanded, rounding on Corey to find themselves eye to eye. “You are too bold, ape-creature!”

“Luna,” Celestia said, “be calm, my sister. If he doubts us, it is because he has yet to be convinced, not that he calls us liars. It is wise not to take rumor for fact.”

“I meant no offense, Princess,” Corey said, taking a knee. “In my world, the sun and the moon move as a product of natural forces, not a divine will.”

Celestia giggled as Luna stared. “‘Divine,’ he calls us Luna, how telling! No power higher than his own kind, so he mistakes us as deities.”

“We are not immortal Mister Webber,” Luna told him. “My sister and I are the progeny of mortal ponies. When fathe— When Starswirl, The Bearded sought to unite the three pony tribes after Equestria was founded, he invented a process that would conceive two foals using the Elements of Harmony and a rather unique set of incantations and alchemical processes. We were bred as rulers before we could even speak, given special power over the sun and moon respectively to remove the potential tyranny and division of unicorns who commanded both bodies before. In embodying the strengths of all three pony tribes, we muddled the separation between them within a mere few generations. The illusion of division evaporated.”

“You were created specifically to rule?” Corey asked. “That seems like a lot to put on a couple kids. You sound less like leaders and more like slaves.”

“Long have we had to ponder these things,” Celestia nodded gravely. “But ultimately it was Starswirl’s gamble. He always admitted he would be incapable of stopping us if we abandoned our rule, or twisted it into something ugly. It was most controversial that we even existed. But with time, the old worries were forgotten, and we learned the wisdom of harmony as he and the other founders had. We will protect our subjects out of duty and desire.

“But we can only do it as two ponies with the knowledge of eons of diligent study. Our wisdom is of this world, Mister Webber. I’m sorry if we disappoint you, but we are not omniscient.”

Corey hadn’t expected them to be, but he had hoped for a bit more than that.

It was then that a bright spot appeared on the horizon. In the distant trees of the Everfree Forest, a speck sat atop a glaring point of light as it rose into the sky, a billowing column of greyish-white smoke building beneath it. Not long after, it was accompanied by a deep rumbling noise.

“Whoa, hey!” Rainbow shouted. “What’s that thing?!”

Corey, the princesses and several passerby whipped their heads around to behold the odd phenomenon.

Celestia frowned, not taking her eyes off of the thing. “That looks like the area you described for this machine factory you spoke of, am I correct?”

“Yeah!” Dash nodded with fervor. “That’s the place alright. Corey, what do you think that is?”

Corey examined it closely as it rose higher and higher, the rumbling ever present. “It’s a rocket. We use rocket-boosters to send people and equipment into orbit around the earth. I don’t figure Mandeville is going to turn this into a nuke-fight, but he’s probably setting up a satellite. From up there, he’ll be able to map out the battlefield. It might even have weapons on it. Either way, not good.”

“Well, now that won’t do,” Celestia muttered. “If you were hoping for proof of my command over the sun Mister Webber, you might pay close attention.”

As Celestia’s horn glowed the brightest golden hue, the sky itself brightened, such that Corey felt a compulsion to look away. Moments later, a golden spear of light shot down from the heavens like a lightning bolt from Zeus. A popping noise filled the air seconds after the sky dimmed once more, like a massive balloon had burst. The spot where the rocket had been before was replaced with filthy-looking streaks of rusty brown smoke, spiraling in several directions.

“Awesome!” Rainbow whispered, not daring to break the silence that had overtaken the onlookers. “I’ve never seen that side of her!”

“It is not a side I flaunt,” Celestia said, “but I’ll not have that thing spying over my kingdom, whatever its intent.”

Corey just watched the smoke drift, eerily reminded of two similar images from his earth’s history, and saw the two Princesses as he hadn’t before.


Twilight stared at the smoke, as did most of the townsponies gathered in the square. The rocket’s destruction could only have been Celestia, she knew, which hopefully meant Rainbow and Corey had gotten there in time to warn her. At any rate, she’d seen the defensive shield surrounding Canterlot by now, so some manner of alert was up.

“Check... check... aaaaaaand... check!” Pinkie exclaimed, before tossing her clipboard skyward. “Everypony! That’s everypony Miss Mayor Ma’am!”

“Alright then, thank you Miss Pie!” the Mayor said over her microphone before clearing her throat. “Citizens of Ponyville, I gather you here with grim tidings and a heavy heart.”

The crowd muttered, staring between themselves, the Mayor and the smoke not yet diffused in the sky.

“I’m afraid that a coming danger is on its way to our town. All citizens of Ponyville will need to evacuate immediately, until the danger has passed.”

The crowd swelled uneasily as the muttering darkened.

“The ill and elderly will be taking the express to safety. All others will join me to Las Pegasus, away from—”

“Is it something to do with that explosion?!” an off-white, curly haired mare demanded.

Is toxic gas going to flood the town?!” a hot pink, green-maned mare asked, shuddering.

“No, why—?! We cannot afford to panic!” the Mayor cried. “An army is on its way to Canterlot, and will likely pass the town. We haven’t the time to burden ourselves with treasures. Treasure your friends and family, and join us on the road to safety! We leave immediately.”

With that, the crowd flowed down the street in an awkward mass. Several ponies appointed by the mayor stood along the path out of town, directing the crowds.

The five element bearers volunteered to help the ponies taking the train, and were slow-moving the procession of the old and the ill, some in wheelchairs and others on gurneys dragging medical equipment behind them. Applejack was busy carrying Granny Smith on her back.

“I told’ja before, I ain’t goin’!” the withered green matriarch shakily demanded. “If the big toy soldiers wanna take our farm, they’ve got another thing comin’ to ‘em!”

“Granny, they ain’t interested in the farm, they just want to scare everypony.”

“Well they done a good job, ain’t they, eh? Got the whole town runnin’ for cover.” She hacked out a noise that might have been a scoff. “I say we coulda’ whooped their hides!”

“I don’t think they’ve got hides to ‘whoop’,” Pinkie added. “But they do have all these shiny bits, and scary black facemasks!”

“Staging a battle in Ponyville wouldn’t do anypony any good,” Twilight said. “By the time they’re here, nothing Celestia can plan will reach here fast enough.”

With yet more complaints and grumbling from Granny Smith —who was soon followed by other malcontents— they finally reached the station, and began loading passengers onto the locomotive.

“Well, so far so good,” Rarity said, offering a small smile.

Twilight proceeded to look back at the town, which was slowly becoming silent. It was an eerie sight, one she only remembered from when Zecora had come to town before the ponies got used to her.

Gazing off into the forest beyond, she swore she saw a tree topple, not half a mile away.

“Come on everypony, let’s not tarry if we can help it,” she said, smiling as fakely as she could manage.


A shot rang out through the barracks. A thick “thud” and the sound of splintering of wood, as the round struck the target just left of dead-center down range. Noting this, Corey adjusted the sight on his HK G36.

“I strongly advise your soldiers wear some form of ear protection,” Corey said, “because if that was too much, then a real fight’ll do wondrous things for you.”

Corey flipped the rate-switch to automatic, before spraying the target with a loud burst of around nine rounds.

“And this weapon is,” Ethera began, eyeing the rifle’s smoking barrel, “standard?”

Corey nodded. “This is the stuff you give soldiers on-foot. Hoof. Whatever. Everything else is bigger, faster, and can blast a good acre. It’s like I told you, scrambling together some cannons and makeshift guns isn’t going to do jack against this kind of resistance.”

Corey was tiring of the muttering. He had hoped these experts would have some ideas by n—

“Could we make the weather colder?” a uniformed pegasus stallion offered. “So cold they couldn’t ignite their gunpowder? Or wet, perhaps?”

Corey shook his head, pulling back the chamber in his rifle and letting his unfired round fall into his hand. He held it up by the base for them to see. “Our weapons use this compact design to fire the weapon. The head of the projectile is held in a casing, and at the base of the casing is the gunpowder required to fire it. It’s ignited by striking the end with a pin inside the weapon. It’s completely enclosed and resistant to weather. You could fire this damn thing underwater if you wanted.

“Your kind invested a lot into the art of war,” Shining Armor commented.

Corey shrugged. “We’ve been at this a while. Still, weather’s not a bad idea. Humans have dreamed of controlling the weather since we all lived in caves. But you guys, you can actually do it! This is what I mean! Fight on your own terms. If you could make it rain, and I mean a torrential downpour, you might slow down the heavier machines in the mud. And if you made the air hot enough, like, humid, you could mask all of your heat signatures and confuse their thermal cameras. They’d have a harder time spotting you.”

“A few tornadoes wouldn’t hurt either,” Spitfire added.

“What are they made of?” a unicorn mare inquired from the back.

Corey searched the crowd. “What are what made of? Thermal cameras?”

Finally, the white, bespectacled mare made her way to the front. She was rather small, still decked-out in a modest officer’s uniform with a red and purple mane. “No, the projectiles from that weapon.”

“Mine are lead-core, with a copper jacketing. Mandeville though, his signature is to jacket the rounds in nickel. Some advertising slogan about silver being better than bronze. Bullshit, in my opinion, bu—”

“Nickel is a ferrous mineral!” she cried, beaming.

“A what?”

“It’s particularly reactive to magnetic fields. My father made his living designing safes, and he got around a lot of magical tricks by using magnetic spells to repel safe doors from opening. You see, they could only open inward, so the repulsion kept anypony from forcing the safe without the proper means of access.”

Corey’s mind spun as he tried to figure where she was going. “So. You think you can deflect bullets that way? Because I’m pretty sure I saw an episode of Mythbusters where—”

“It’s not naturally generated magnetism, that couldn’t possibly be strong enough for our needs,” she said. “But magnetic spells can generate fields around objects or ponies small in range but powerful enough to attract or repel ferrous metals with impunity.”

“Well,” Corey said, not daring to get his hopes up, “if it did work, there would be added benefits. Close-up I don’t know how well the repulsion would hold up, but magnetic fields have a tendency to seriously interfere with computers. Those machines won’t be playing their A-game in range of your melee weapons.”

“Is there any way of testing this?” Celestia asked. “Have you examples of these projectiles to test with, Mister Webber?”

“I’m afraid not, but it couldn’t possibly hurt to try, could it? Only a few kinds of metals are magnetic, so as long as you’re not using anything iron it shouldn’t hinder your soldiers.

“Mind you, when Mandeville catches on, if we beat him here and push on to his base of operations, he’s going to abandon the nickel. His weapons will work just fine.”

“Ha!” Smolder barked, smiling. “If we beat him here, I don’t care who he is, he can’t smith and arm with new equipment that fast.”

“Still, keep in mind, the bigger machines use explosive weapons and high-caliber projectiles. That stuff only needs to hit close to kill you.”

While the muttering was louder than ever, a lot of it was of a positive or excited tone. Luna, however, cut in.

“If the demonstration is over, shall we return indoors? We will consider and implement Analyst Moondancer’s magnetic spells if consensus is met.”

“Of course,” Corey said, “I still need to brief everyone on the various units Mandeville uses, so...”


The train’s whistle let out a shrill howl as they finally closed the doors of the express. The occupants weren’t happy, but they were safely aboard.

“How are we gettin’ back from Dodge?” Applejack asked Twilight as she joined her on the back perch of the caboose.

“We’re not going there to begin with,” Twilight answered. “I’ll teleport us off the train when we pass by Canterlot. One way or another it’ll be fas—”

She paused as the cabin jerked forward, tipping her balance as the train began to pull out of the station at last.

“Woo-woo!” Pinkie howled her imitation of the train out a window.

“Pinkie Pie, is it necessary to make pretend train noises on a real train, I ask you?” Rarity’s voice rhetorically questioned from inside.

Faster and faster they sped away, passing the last few buildings of Ponyville.

“Free and clear, y’all!” Applejack cried as Twilight watched the buildings shrink.

“Hey, look over there!” Pinkie cried, her hoof shooting out the window at a spot in the treeline, which looked to be bending outward.

“Oh no,” Twilight breathed, as the trees fell forward, before being drawn into the grinding maw of a huge yellow machine.

“They’re here.”

Author’s Note:

Sorry guys, the artist for my chapter covers (Faceless Jr) has run into some hurdles, and thus the art for this chapter is on hold. It will come eventually, but this chapter will be a tad naked until then. Enjoy the chapter!

The quaint little locomotive rolled past the rolling hills and into the tunnels through Canterlot’s peaks. Both the inside of the train’s cabins and a spot on the hillside glowed magenta, before the five element bearers zapped onto the hill.

Applejack stumbled as the group quickly regained their bearings, looking back at Ponyville below.

“Oh girls,” Fluttershy squeaked. “Just look at it!”

They knew exactly what she was talking about. The shapes of scores of CID marched all over the lands surrounding Ponyville. Several tanks rolled in, taking position behind them. All the while, more poured in from the straight gap in the trees. And as the echoing pops from below indicated, several of the tanks had fired purposely into the town. Already, part of the town hall was blown off and aflame. One of the bridges over the river running through town was simply gone.

“It can all be rebuilt,” Applejack said, watching the yet unoffended Sweet Apple Acres. “I’m just glad we got everypony else, or this mighta been about more than damages.”

“Let’s get out of here,” Twilight said. “If they’re already this close, we can’t waste any time.”


Twilight was delighted to hear from Celestia’s seneschal that she was in a meeting in the Canterlot barracks, and raced to find the lecture room therein. It was easy to find, with the pair of pegasus guards outside the door. Gaining access was a different matter altogether.

“I’m sorry ladies, but this meeting is not open to the public.”

“Oh, you’ve gotta be kidding me,” Twilight groaned. “Really, you don’t recognise us at all?”

“Darlings,” Rarity cooed, sidling slowly up to the guards, “we don’t normally play this card, but you don’t know the wielders of the Elements of Harmony themselves? Twice saviors of Equestria and most likely beyond? Do you not even recognize Princess Celestia’s personal protégé?”

“Actually, now you mention it Blitzer,” the left guard began, “I’m pretty sure that rainbow one is one of the Element Bearers as well.”

“Y’hear that?!” Pinkie squealed. “Rainbow Dash made it! Rainbow Dash made it...”

Blitzer sneered as Pinkie continued singing her victorious chant. “What does it matter, Shields? Putting on jewelry doesn’t make you an essential audience to a war meeting.”

“Blitz, did Sarge jam his crop in your ear or something?” the guard called Shields asked, squinting over his snout at his partner with his head turned up. “The Elements are probably Equestria’s greatest weapon!”

“Yeah, the Elements,” Blitzer said with emphasis, “not the jumped-up little fillies wearing ‘em.”

Excuse me?” Applejack demanded, glaring.

“How dare you refer to us like that, let alone the Princess’ star pupil!” Rarity fumed. “I don’t expect you’ve high hopes for your career in the guard?”

“Oh!” Blitzer exclaimed mockingly. “So what, you gonna tell the teacher on me? Or are you gonna razzle dazzle us with some a’ that star-student magic and give me a reason to arrest you?

“Or how about you get lost till the meeting’s o—”

There was a sharp “thwack” sound as Blitzer collapsed, making a spectacular racket as his armor hit the floor.

“If anypony asks,” Shields said, retracting the hoof he had smashed into his partner’s head, “he was eavesdropping on the meeting, panicked when he heard something scary and galloped headfirst into the wall.”

“Oh goodness!” Fluttershy gasped. “Was that really necessary Mister Shields?”

“Private actually, Miss. Private Shield Shaker, at your service. Just try to be quiet on your way in.”


“Last on Mandeville’s known roster are his heavy-hitters,” Corey said, his hand now ghostly white from having scrawled over most every inch of the blackboard with various rough figures. “The Terrestrial Hovercraft and Unmanned Munitions Platform, or ‘THUMPer’, and the Heavy-Payload Unmanned Aerial Bomber. The last one doesn’t have much of a witty shorthand acronym, so we just refer to it as the ‘Landscaper,’ which should give you some idea of what it can do.”

Corey paused as the door creaked open, and a rather familiar group of ponies slid inside. He and Twilight caught each others’ eye, and Corey smiled back at her as he proceeded.

“Alright, so the THUMPer. Looks a bit like a floating steel pyramid. It’s lined with sensors and cameras all over, so there’s not much of a blind-spot to it outside of close range or the underside. The THUMPer attacks with volleys of surface to surface and surface to air missiles. It’s area-denial in design and limited to line-of-sight. Therefore, it’s likely it’ll be used to protect the bulk of his units, but don’t be surprised if he turns it into a siege weapon either. If a THUMPer is commanded to do so, it possesses one cruise missile to use on a strategic target. These suckers are precise, and designed to clear-out whole structures. They’re also big, so like a lot of Mandeville’s things, if you can hit ‘em with lightning, do it.

“The Landscaper, however, has one job: turn a given region into rubble by spraying five-hundred pound bombs. This is the only other big flying unit you’ll have to worry about, and it has to be big in order to carry those bombs. Make no mistake, if you see one of these heading towards the battlefield, drop what you’re doing and take it out before it takes you out. If one of them had a free shot on this city, it could dump half of it off of this—”

“Princess Celestia, Princess Luna!” shouted a guard from the door, who panted between sentences. “There are all manner of strange machines gathering at the foothills! The guards need their officers back, nopony knows how to respond!”

“Then we must adjourn this meeting,” Celestia said.

“Everypony to their battle stations!” Luna ordered, as the six pony friends and their human companion finally reunited.

“No, not yet,” Corey muttered. “We need more time, we’re not ready.”

“Dashie Dashie, Corey Corey!” Pinkie shouted, smashing them into a hug.

“Well I’ll be a sow in the henhouse!” Applejack cried. “You both made it!”

Rainbow rolled her eyes. “Boy if that wasn’t the trick. Me n’ Corey had to take out four a’ those SHADE things just getting here.”

“I don’t think the one smashing itself on the city-shield counts as a mark on the fuselage, Dash,” Corey said.

“Aw whatever, what about you guys?” Rainbow asked. “Did you really get everypony out in time?”

“Well I was glad to have Applejack there,” Twilight said. “I don’t think the Mayor would have gone with it if not for her.”

“Let’s congratulate each other later,” Corey said, jogging for the door, “we’re not even in the thick stuff yet.”

“Indeed,” Celestia agreed, making the whole group turn their heads to her and Luna before they all vanished from sight in a yellow flash.


The Princesses, Element Wielders and human found themselves on the palace balcony. The balcony was huge, wrapping partly around the castle in such a way that it offered the perfect view of Canterlot and Equestria at once.

“Whoa-holy fuck...” Corey mumbled at the scene below. The plains between Ponyville, the forest and Canterlot were dotted with white points everywhere. It was an ocean of death, ready to crash upon them at any moment, still until the order was given.

“Sister, they do not move,” Luna noted. “What should we do?”

“We must wait,” Celestia said. “Wait for the information from the meeting to filter down through the ranks. The longer they are immobile, the longer we have to prepare.”

“Hey, see that?!” Pinkie asked, pointing at a few black dots climbing towards them.

“Spotters,” Corey told them. “Testing the shield maybe?”

As they watched, the spotter drones reached level with the city, and climbed until they were well within sight of streetwalkers. Four of the spotters began spraying some manner of mist towards each other, holding steady about a hundred feet from each other as the mists met and sank. A third spotter floated behind, and then shot a light, and an image onto the mist.

The townsponies gasped as the image of Adrian Mandeville became visible in the sky, smiling at them.

“Citizens of Canterlot, and Equestria et al!” Mandeville’s voice boomed from the drones. “I am Adrian Mandeville, soon to be your new guardian, provider and master!”

Luna took an exceptionally deep breath, before she found Celestia’s hoof on her shoulder, and saw her shake her head.

“I bring with me, a new golden age of prosperity! From another world, technology will become available to you as well as your magic, and together we shall increase the standard of life for every pony under my dominion!

I only demand, Princesses of Equestria, that you lower your shield, offer no resistance to my forces and stand down as rulers, that I might take it from here.

Cries of anger and panic flooded the streets below. Some objects were even hurled at the face in the mist, coming nowhere close.

“But I know this is not a small decision,” Mandeville continued. “You will have one hour, either to lower your defenses and prepare your city to be entered, or for a fight you cannot possibly win. As an act of good faith, no non-combatants will be harmed if you choose to send them elsewhere before our confrontation.”

“He didn’t consider non-combatants when he fired indiscriminately into Ponyville,” Rarity muttered darkly.

“One hour, Luna. Celestia. Make your decision with care.”

The image vanished, and the fog stopped spewing from the spotter drones, which fell out of sight back with the swollen army below.

“We must address them, Luna,” Celestia said, indicating the growing crowd in the streets. “There will be many frightened ponies down there.”

I... might be one of them,” Fluttershy mumbled as the alicorn sisters stepped to the edge of the balcony. Celestia’s horn glowed brightly, and her amplified voice flooded the air.

“My beloved ponies! Rest assured, we shall not leave you in the clutches of a tyrant! Those of you who wish to vacate Canterlot may do so, but I warn you against trusting a single word from this ‘Mandeville’.”

Luna’s horn lit up as well, thankfully amplifying her voice without the intimidating reverberation the ponies had heard her use before. “Mark us, citizens, the well-intended do not threaten violence to achieve unification! There have been no envoys, no ambassadors, no messenger from this party until the veiled-threat you have just witnessed!

“We would offer a diplomatic solution, but we have been ill-presented the opportunity. We are afraid that the only remaining course of action, is war.”

The very word caused the rabble in the streets to buzz with numerous reactions.

“We will not lie,” Celestia said, “our enemy is of a greatly unknown quantity, and Equestria is not known as a warring nation. But we are not unprepared! An informant has taught us how to fight these invaders, and with luck we can repel them from our land and restore the peace!”

“However,” Luna said, as seriously as she could muster, “it may not have escaped your notice that we are outnumbered. There can be no guarantee that our forces are sufficient, and as pained as we are to do so, we must ask, nay, plead that anypony of age join us in defense of the city. We cannot force you, nor would we, but this is, perhaps, Equestria’s most desperate hour. We shall leave the armories open, such that weapons and armor befitting a defender of Equestria might find their way into the hooves of the worthy.”

“And to all others,” Celestia said, her voice as soft and motherly as any of them had heard, “shelter your loved ones well, my little ponies. Be safe. We shall never abandon you.”

The two sisters stepped away, their horns dimming again. Celestia’s eyes found Twilight’s, and the young unicorn couldn’t help but approach her mentor.

“Twilight Sparkle,” she cooed, nuzzling her. “I’m so relieved to see you returned to me safely.”

Twilight smirked. “I’m not sure how ‘safe’ it all was, exactly.”

“No, perhaps not. But all the same Twilight, I could hardly be more proud of you. Your friends told me what you faced in there, and how mercifully you dealt with our friend Mister Mandeville, despite the hurt he’s cause you.”

“It’s just sad, Princess,” Twilight said, staring at the floor. “I can see why he’s done all these things, and I can’t at the same time. All I can do is... feel sorry for him.”

Celestia’s wingtip stretched towards her, before lifting her chin. “My faithful student, I fear I’m quickly running out of things to teach you. Between that well-sharpened mind and your incorruptible heart, I’d dare to believe you could teach yourself anything I could.”

“Sister, there is much to be done,” Luna said sternly, before shooting an apologetic look to Twilight.

“You’re right of course. Go on ahead Luna, I have but a few more orders of business here.”

“Very well.”

With that, Luna’s midnight wings spread, and she soared like a shot out of sight.

Celestia began to walk indoors. “Follow me, please.”

They realized as they entered the glass double-doors that the balcony was a part of the Princess’ own quarters.

Unmistakable in its regality, the room was grand, in blue stone, gilded in glorious calligraphic designs. A black, similarly gilded fireplace crackled warmly against a wall, a purple and gold rug situated in front of it. Opposite this was a great bed, a hand-furnished chest of drawers and the largest bird cage they had ever seen, holding an inferno-red bird with gold plumage and searing squinted yellow eyes.

“Philomena, my pet,” Celestia called, and the magnificent bird glided effortlessly over to perch itself atop Celestia’s outstretched wing. “Fluttershy, wielder of the Element of Kindness, I believe you and Philomena remember each other.”

Philomena let out a high pitched call, friendly in tone.

“Oh,” Fluttershy uttered, tilting her head down, “yes Princess.”

“You know much about such animals. What can you tell me about Phoenix tears?”

Corey’s eyes widened in understanding, mouthing the word “Phoenix” as he stared.

“Well, actually.” Fluttershy smiled. “Phoenix tears are one of the most powerful curatives known to pony kind. They can heal almost anything, but the Phoenix can only give a single tear in a life-cycle, so they’re very rare.”

“A perfect answer,” Celestia said, making her cheeks redden before levitating a small crystal phial from one of her drawers. Philomena watched as the phial approached her, closed her eyes and dropped a glowing golden drop into it. Celestia stopped the crystal phial, before offering it in Fluttershy’s direction.

“Oh, Princess, I c-couldn’t possibly— I mean, what if you or Princess Luna are hurt? I don’t want to waste something so precious.”

Celestia shook her head. “To jealously hoard such a thing is to disgrace my dear Philomena. Luna and I are far less fragile than other ponies, and we can take care of ourselves. But while the battle rages, we will be bound to one spot, so we might easily be found by and relay commands to the likes of General Smolder and my dear nephew-in-law.

“You, Fluttershy, are an unerringly kind and intelligent mare, and I can count on you to use this gift when its use is the most appropriate. I am unsure whether the Elements themselves will win this war, but I know if we lose you or your friends, replacing any one of you will be an impossible task.”

Fluttershy curtsied, her wings stretching out and bending down to complete the gesture. “I’ll make the most of it that I can, your highness.”

Celestia gave a nod, and turned to a chest on the other side of the bed. The chest opened, and a platinum spool of a golden thread floated over to her.

“Rarity, wielder of the Element of Generosity.”

The mare in question gasped, mouth hung open at the sight of the spool. “Ethereal Thread! The strongest ever spun! Created out of aurum vivum and pure stardust! Only breakable if by the will of the owner!”

Celestia chuckled at Rarity’s wide-eyed rant, before it was held out in front of her. “I know of you to be boundless in your creativity, and I’m sure you will find the perfect use for a tool such as this. I bequeath it to you.”

Rarity let out a ragged sigh as the blue of her magic washed over the spool. “Oh Princess, I’ll treasure it always!”

She then proceeded to kiss Celestia’s hooves, and slowly back off, to the Princess’ imperceptible relief.

“Applejack, Wielder of the Element of Honesty.”

“Yer Highness, Ma’am?”

A pair of shaped, shiny brass cylinders floated out of the chest, lined on all sides by pistons. The inner mechanized workings were lousy with gears and cogs, and on either side were small vents like miniature smokestacks.

“Along with your impeccably truthful nature, I too know that you pride yourself in your diligence in all things you attempt. These boots were presented to the Ministry of Agriculture as prototype aids in harvesting, but they were left forgotten when a pair of investors offered up their own mechanized harvester. I can think of nopony else better to find a use for them.”

“Land sakes...” Applejack said in a breath, before Celestia set the boots down before her.

She quickly removed the back pair of Rarity’s diamond shoes and slid her hooves into the prototypes. Upon either hoof sinking into the bottom, the boots let out a hiss as the gears began turning. Applejack bounced from hoof to hoof, an unmistakable —and literal— spring in her step as steam blew out of the vents at each contact.

“Mind if I try something, Princess?” she asked, retrieving an apple from her saddlebag.

When Celestia nodded, she tossed the apple over her shoulder and made to one-leggedly buck it out over the balcony. What they all got, was a faceful of applesauce as the fruit was smashed in midair by the hydraulic boot.

“Oh hay,” Applejack muttered, as Celestia all but cackled behind them. “I’m sorry folks, that was a mite too much kick.”

“On the contrary,” Celestia giggled, “I very much needed that, my dear.”

“Thank ya, yer highness. Sorry Rar’, but Kicks and Bucky might need these a bit more’n yours. No hard feelings.”

“None at all, darling,” Rarity huffed, taking the pair of diamond shoes back, still wiping apple juice off of her face with a handkerchief.

“Pinkie Pie, Wielder of the Element of—”

“Oh, ooh, ooh!” Pinkie hooted ecstatically, bounding to the front as Twilight glared, scandalized.

Celestia simply chuckled. “Laughter. I understand you to be fearless, even in the grips of the most potent danger. Be it bravery or something else I cannot describe, it still pays to have friends who will come when you need them.”

This time from the chest rose a white-gold spiral horn with a mother-of-pearl finish. Celestia fit the strap around Pinkie’s neck and continued as she stared hypnotically at its mouth.

“This horn broadcasts far more than mere noise. To those who hear it, the will of the caller is known to them. Your call might communicate your own distress, or spur-on your allies. The possibilities only end with your imagination.”

Pinkie gasped two lungfuls of air and blasted them out through the horn, which sounded closest to the song of a humpback whale than anything else.

Rainbow Dash eyed the horn with a frown. “For some reason I feel like getting a banana-cream pie. Not eating one, just bringing one over here.”

The group stared at Pinkie, who only giggled at the attention along with Celestia. “Well, it was a while since breakfast.”

“This seems incredibly dangerous,” Rarity said to nopony in particular.

Celestia let out a non-committal hum, before clearing her throat and turning.

“Twilight Sparkle, wielder of the Element of Magic, my brightest student and dearest friend.”

“Princess?” Twilight croaked, not taking her eyes off of her beloved teacher as a golden amulet with a sapphire stone floated her way.

“For you, I bestow—”

“Princess, I’m sorry, I couldn’t possibly accept!”

Applejack and Rarity frowned at this, while Rainbow’s eyes shot open. Pinkie and Fluttershy simply stared blankly.

“Twilight, you mustn’t be rude!” Rarity whispered.

“You don’t understand,” Twilight explained, “that doesn’t belong around my neck, it belongs in a museum! That amulet was owned and made by Starswirl The Bearded! I referenced nothing but illustrations of it when I made my costume! Historians have no record that it still even exists!

“It was a gift, in my early years of life,” Celestia said. “It focuses the magical power of the wearer. Much magic is often uselessly expelled in spellcasting, like waste-heat. With this amulet, more taxing spells seem easier. Your magic is not greater than it was, simply more efficient.

“Luna and I have no more need of it, mainly because we later fashioned our own.”

She tapped her own golden piece of royal regalia around her neck, whose existence Twilight had never questioned.

“Still, I...” Twilight muttered. “I’m not worthy of—”

“Twilight Sparkle, you have been worthy for longer than you know. It was not with carelessness that I chose to personally take you on when you were but a filly. In all other endeavors, strength in magical power was never a necessity for you to succeed. While abstaining from giving you this gift has made you powerful of your own right, now may be the time that your power will be tested. I want to see you as prepared as possible for whatever may come.

“And if, once all is finished, you’d still rather it were in a museum,” Celestia began, winking, “I cannot tell you what to do with your own property.”

Twilight smiled, and bowed her head. Celestia took this as a surrender, and slid the amulet over her head. Once set, the sapphire burned brightly in its molding, before dimming to a light glow.

“I’ll use it the best I can Princess. Thank you.”

“And Rainbow Dash,” Celestia said. “Wielder of the Element of Loyalty, one of the fiercest wings in Equestria and the most ferocious of friends.”

“Ah, it’s alright Princess,” Rainbow said, tilting her head away and examining her hoof. “I don’t need any awesome gifts or powers, or anything super-fancy like that. I mean, I suppose if you insist and all.”

“Well that’s quite a relief then!” Celestia exclaimed, wearing a poker-face refined over millenia. “I rather found I couldn’t think of any way to boost your current skill set.”

Nothing about her had changed, but Rainbow’s coat may well have been doused with a few coats of grey. “Oh. Well. Good then. That really is... good.”

“Which is why,” Celestia began, not continuing until Dash’s ears distinctly perked up, “I’m sending you to the Wonderbolts, who will prepare and instruct you before battle. I’m sure they will need a flier of your caliber.”

“Omigosh! Really?! I’m gonna fly with them against Mandeville’s goons?!”

Celestia nodded. “And time really is of the essence, so I suggest you make for Wonderbolt Tower with all hast—”

Rainbow attempted to turn-tail and fly off without another word, only to find her hooves stuck to the floor by Celestia’s magic, making the rest of her body weave back and forth like an old-fashioned toy.

“Oops, one moment now everypony. I nearly forgot. As hypothetical as this magnetic repulsion spell is, I’d like to ensure it is suitably applied. I will perform it myself. If you would all stand still a moment.”

“Whoa, wait, wait a moment!” Corey cried, stepping forward.

“Yes, Mister Webber?”

“It’s just that I...” Corey pulled out the flat, sleek object with the lit screen from before. “Do you think I could keep this in a safe place for now? I’ve got... well, a lot of memories on here, and the only real stuff to remember or see my world again. The magnetism would wipe it all out.”

Celestia smiled softly at him. “Of course, Corey. It will be kept here, safe in my trunk.”

She did just as she promised, levitating the device to the chest and setting it down.

“Ready then, everypony?”

When she received no objection, her horn lit up gold before the world appeared to dim.

“I do believe that should have done it. Now—”

“Bye gals!” Rainbow cried, nearly ripping the paint off the walls as she screamed out the door and over the balcony. Celestia could just make out a stretched-out and echoing “Thank you!” and chuckled to herself.

“For the rest of you, your destiny is your own. However you feel you may best serve Equestria and the world, I welcome your help in this time of trouble. Though if you would, Mister Webber, I’d rather have you on-hoof, that you might help me direct our forces better.”

“I’d say that sounds like a good idea, Princess.”

“Alright then girls,” Twilight said, “We’ll go to the entrance of the city. I’m betting my brother will be there, and that slope will be the only place those CID and tanks can approach Canterlot from. Applejack, you’ll be with me on the offensive.”

“Right’cha are, Twi.”

“The rest of you we’ll need on morale. If you can help the wounded or keep them up and fighting, we need everypony we can get.”

Morale, dear?” Rarity puzzled.

“Some of those soldiers will be scared out of their minds when they see what Mandeville can do. They need to know they can win.”

“Good luck you guys,” Corey said. “I’ll do what I can to make life easier on you. You work on keeping everyone up and kicking.”

Twilight nodded and offered him a smile. “Okay, let’s get to it then. Hold onto your hoov—!”

The five mares vanished in a flash of light.


“—vesohwow!” Twilight finished, arriving just within the city portcullis with the others, all of whom were smoking in places.

“It might be me,” Applejack began, “but that felt a mite rougher n’ usual.”

“Oh,” Twilight muttered, staring down at Starswirl’s amulet, still faintly glowing blue. “Yeah, I might’ve overdone it. A jump like that would have usually had me reeling for a few minutes, but if I’m not wasting as much magic anymore...”

“It’s fine dear,” Rarity snipped, trying her best to fix her hair. “Ugh! Besides, that will be nothing compared to all this heat and moisture in the air. My mane is going to frazzle so terribly!”

Fluttershy began staring at their surroundings eagerly. “Actually, I don’t remember the weather being like this before.”

Indeed, a gloom had set over Canterlot. Beyond the magical dome, the rains pounded, and fog obscured everything. And as Rarity had said, it was warm, utterly unseasonal for Spring.

“That’s because it wasn’t,” said a voice, drawing the gaze of the mares, who smiled brightly, but none more so than Twilight.

“Shining Armor! Cadance!”

Twilight ran at the pair, who stood just outside the gates. This time, Shining Armor was accompanied by his bride, the pink coated, violet purple and light-yellow maned alicorn whose lavender eyes met Twilight’s with a glimmer.

Twilight nearly collided with them at top speed, wrapping the couple in a Pinkie-like hug —which Pinkie herself promptly joined out of nowhere— and beamed as she hadn’t for a while.

“I’m so glad to see you! I wish it were under better circumstances. But Cadance, what are you doing out here, isn’t it dangerous?”

“Shining’s shield is strongest when I have something to do with it. He needs all the help I can give him today.”

“Can’t tell you how good it is to see you safe and sound, sis,” Shining Armor said. “Rainbow and your Bonobo-buddy spun a grim yarn.”

“Twilight, that thing we heard about your cutie-marks,” Cadance began, “it’s not true, is it?”

“I’m afraid so, but nevermi—”

Cadance spun Twilight around until her right flank was visible, and promptly gasped in revulsion.

“It’s okay, really, it’s not important right now. What were you saying about the weather?”

“Oh,” Shining Armor grunted. “Well supposedly these machines can see your body heat, not just the usual colors. So your boy Corey had the idea to make the air as hot as a pony’s body temperature.”

“Hey that’s right!” Applejack exclaimed. “He taught me a thing or two about that whole heat-visioney business. Sounds like somethin’ he’d suggest.”

“But why oh why the rain?” Rarity asked, eyes wide as though the weather-ponies had simply gone insane. “It’s torrential! How could this possibly help?”

“The rain’ll stop when the machines attack,” Shining Armor answered. “We’re just getting it bad enough out there to get those things stuck in the mud.”

“And the fog?” Fluttershy wondered aloud.

“Well, they can’t hit us if they can’t see us, can they? I mean, if we only have to deal with the ones closest to us—”

“No no no no no!” Twilight blurted. “The CID can all see what the others are seeing! Even if only one of them can find you, the rest will know where you are! They don’t have to see you to hit you!”

“Clear the fog! Yes, clear it!”

Shining Armor took to a gallop, heading down the muddy slopes past platoons of soldiers set up at checkpoints on the way to the valley floor. The others followed, Rarity putting up a small field of magic above her head to catch water droplets, taking pains to avoid the ever-growing puddles and mud spots.

The soldiers watched curiously as they passed until pegasus guards within the platoons took to the air, hovering steadily and flying slowly backwards to fan the fog away. It was eerie to press further and further into the thick fog when they couldn’t see twenty-feet in front of them, with a waiting army somewhere unseen in the mist. It was like wandering a field with a small flashlight in the dark, when you knew for a fact that a chasm existed somewhere inside it.

Finally, Shining Armor stopped at a checkpoint, still calling for the fog to be lifted. The others took a moment more to realize he had stopped, and only began to slow when a soldier cried out to them.


“What in the world, why—” Twilight asked, her eyes narrowed until she chanced a peek back into the mist.

It was faint, but she was sure she could see a slight, sharp contrast in the color at places in the mist. For a second or so, it might have been her imagination, shapes in the clouds at its most literal. Then several pairs of glowing eye-lights blared through the fog, illuminating the silent swarms of CID standing as sentinels on the opposite of a no-mare’s-land currently occupied by Twilight and her friends.

Neither pony nor machine moved as the fog lifted at last, further revealing the beginnings of the army behind the mist. The ones they could see had their guns trained squarely on the five mares, waiting.

“Back off them,” Shining Armor instructed, “slowly.”

They complied, backing up one hoof at a time, the CID not moving but to adjust their aim with every step. Twilight felt a constant shudder, an ancient, nervous energy bidding her to bolt. She fought the instinct down, every moment watching the CID as they watched her and her friends, expecting them to drop their vigil and attack at every moment.

Something behind her touched her neck and she shrieked, pirouetting in the air and batting the space behind her with one of her hooves. She only found Shining Armor shushing her, and leading her back behind the platoon.

“Alright, that tears it,” he said, only now taking his eye off the machines. “I thought I could talk myself into being okay with you helping, but that was too much.”

“I’m not gonna blunder into another solid-wall of CID, and I’m not going to be up against that alone!”

“Right, because you’re gonna find Mom and Dad and hunker down till there’s a winner.”

Twilight smirked. “Make me. You forget, I outstripped you in magic a long time ago.”

“And you forget that power is nothing without experience. You’re not trained for combat. Besides, you’re a civvy, even with the Elements, even being Celestia’s student and even with being sister to both a prince and Captain of the Guard.”

Rarity advanced on the argument, sighing as she went. “Well, apart from the Princesses saying that anypony was encouraged to help, Celestia herself told us to help in whatever way we considered worthy. If we’re pulling rank already, I do hope you came with better than Princess of the sun.”

Shining Armor growled, before making his way back up the hill.

“Then at least get away from this part of the hill, and stay at range! Let the soldiers taking point get the first wave. It’s their job to take a hit well.”

A few guards in earshot turned and muttered behind him. He didn’t even pretend not to notice.

“What’re you salt-suckers lookin at?! You’ve got the toughest armor and defense-enchantments in Claymore Company! You don’t get to complain!”

As Shining Armor skulked off in the rain, a small stream of ponies pulling carts hauled along their tear-stained foals down the hillside.

“You’re fools if you do this!” Shining Armor shouted at the passing caravan. “Haven’t you seen the smoke rising over Ponyville? Why should you expect better?”

“We’ll take our chances!” one of the older stallions snarled back.

“Please!” Applejack cried. “Not long from now you’ll be pulling yer families through a battlefield! If Mandeville cares anything about ponies stayin’ safe, he won’t touch your homes! Please!”

A wobbly-kneed filly trudging through the mud turned to one of the stallions close to her. “Daddy, I don’t want to go anymore! I don’t want to g—”

“That’s enough, Orchid, come along.”

The child’s protests simply faded as they continued on, until at last they reached the field of machines and paused. Close-up, even the adults were somewhat transfixed by the clinically clean and alien things, standing so still. The children meanwhile did their best to avoid looking at them.

They paused a moment, before deciding to hang left and avoid walking through the robotic hordes, towards the train tunnels that lead back to Canterlot, Dodge and Baltimare.

“Good luck out there, y’all,” Applejack said quietly.

“Alright,” Twilight began, “We’ll do as my brother says and stick back. Applejack and I will keep with the mid-level platoons and the rest of you pick one of the support platoons.”

Fluttershy bit her lip as she did her best to listen. “Um, Twilight? What’s a platoon?”

“Those groups of forty or so set up at each guard post. The ones you’re looking for will be mostly archers if I recall correctly.”

“Exactly when did you learn so much about Equestrian military procedure?” Rarity asked, staring at her.

Twilight smirked. “Who do you think was Shining Armor’s study-buddy when he was trying to get into the guard?”

Then, an echoing scream shot out from behind Mandeville’s ranks, the scream of a young filly.

Pinkie gasped. “Oh no, the abandoners!”

“I think you mean ‘refugees,’ ” Rarity corrected.

“This is no time for jokes, Rarity, we gotta move!”

Reeling slightly from a combination of Pinkie-logic and the fact that Pinkie had opted against joking, Twilight ran after her friends to a spot where some of the soldiers were pointing into the distance. The refugees hadn’t made it far. It seemed as though the CID waited for them to be just far enough from rescue to surround them on all sides.

“Well,” Applejack said, “they’re not hurt or nothin’.”

“That’s the point,” Shining Armor said, having ran back as well. “They’re hostages now.”

Citizens of Equestria,” Mandeville’s voice emitted at once from every CID near the city, “we have taken a number of Canterlot refugees captive. If the shield is not lowered when the hour is up, they will be executed. How the shield goes down is entirely up to you. Their lives are in your hooves.

“Great.” Shining Armor gritted his teeth. “Just great, making us watch our backs for scared and desperate civvies.

“The shield can’t just be lowered!” he shouted at the CID. “Its power has to deplete on its own!”

“Shining!” Twilight hissed, resisting the urge to push him behind something made of granite. “Don’t let on that you’re putting the shield up!”

“What am I supposed to do?! I should never have let those refugees past. I knew nothing good would come of it!”

“No,” Twilight agreed, “but I might be able to fix it.”

The group looked to her, quirking their eyebrows, before Rarity silently gasped. “You think you can bring them over with that necklace helping you?”

Twilight nodded. “It’s worth a shot, isn’t it?”

Shining Armor frowned. “That’s quite a distance, quite a few ponies, and it’s non-personal teleportation. Do you really think you can?”

Twilight nodded again, more vigorously this time.

“Heh. Well, I’ve heard of worse bad options than this.”

With that, Twilight focused, not daring to blink as she picked out every one of the refugees in the group. It had to be fast, or the CID might see it and react. It had to be potent, or they might not reach. It was more than she had attempted before.

And it was far too easy.

In a blaze of magenta, the refugees stumbled onto the slanted, muddy hillside, and the sound of the befuddled CID firing into the carts left behind filled the air for but a moment after.

The onlooking soldiers cheered as the refugees nearly climbed over each other to tearfully hug their family members as they realized what had happened.

“Get yourselves to the city and stay safe!” Shining Armor told them, to which many made noises of assent and began the climb back home. “The rest of you!” He stood out in the middle of the path, looking to each soldier of the frontmost platoons. “That is how we beat them! They thought it would be easy to capture our civilians and threaten their lives to make us give in, but they didn’t count on a simple teleport spell! Never saw it coming!”

“I don’t know about simple,” Twilight muttered.

Rarity leaned over to her. “All for effect, darling.”

“That is how we fight!” Shining continued. “We don’t just give them the sword, we show them everything we can do that they can’t! And we’ll win! Win for your families, your princesses, and your natio—!”

At that moment, a series of loud, distant booms and flashes sounded over the field of machines. It was a moment before Twilight realized the source of them.

Tank fire, get to cover!

Moments later, shrill whistling filled the air above them, and part of the foothill path was obliterated by a fiery blast.

The ponies scattered, as one guard tower exploded in a shower of falling rock and split wooden beams. The sound of similar blasts further up the foothills suggested they weren’t the only ones this was happening to.

And then, like a hellish sound of endless firecrackers, bullets whizzed through the air at them, tearing pockmarks into the ground, rock and barriers around them. But Twilight found herself, her brother and her friends unharmed. The magnetic barrier was working.

“Archers!” Shining Armor shouted, “Cover us!”

A few of the officers shouted something to the crowds, and a group of unicorn soldiers magically fitted their bows with silvery-looking arrows.

Loose!” an officer commanded, and the snap of bowstrings filled the air as silvery streaks sailed out towards the advancing tripedal machines. Several stumbled, others swiftly evaded and three crumpled.

“You need to get back with Cadance and keep the shield going!” Twilight shouted at her brother as they took cover behind a stone wall. “And you three need to get with the platoons further back.”

“Twilight, you know we can’t leave you and Applejack alone in all this!” Rarity said, having to shout above the cacophony all around them.

“I appreciate that, but you’re not exactly fighters. And besides, we need more than just fighters to win this! I’ll be happiest if you’re with the support teams.”

“H-how do we get back there in all this?” Fluttershy wondered out loud.

“Magnet or no magnet, we’re gonna get torn apart running up that hill!” Shining Armor agreed.

“Well I know one spell those CID can’t fend off,” Twilight said, leaping out in full view of the marching machines. “Go!”

Twilight’s horn lit up red hot, before a cohesive beam of energy raged forth, far more powerful than any time she had invoked it before. The beam cut across the line of CID like a hot blade, leaving them a technological horror show of severed limbs and bodies. The smoke and glow of melted ceramics, plastic and steel filled the air.

Behind them, CID marched feebly forward in spite of the damage the least of the beam had caused on its way through the others, black marks across their chest plates and flaming punctures in some places. Some movement in the bodies of the front-line revealed legless CID crawling forward, undeterred by loss of limb.

Meanwhile, Shining Armor, Rarity, Pinkie Pie and Fluttershy had taken their opening and were galloping up the hillside.

“Stand your ground! Stand your ground!


After a mad dash through the mud and debris, past yet more tank-fire that battered the region, the trail curved left, towards the city gates, and there the three mares found the less-accosted support troops. They were dug in tight, behind stone barriers and fresh trenches, but they didn’t refuse the company of yet more ponies taking up their space.

Rarity found herself drawn to a group of amateur archers, whose bows she deplored for their poor condition, and insisted she could fix them up well enough to play them like a harp.

Fluttershy immediately began running up and down the trenches, finding ponies with various degrees of injury and dressing their wounds. Thankfully, the worse-off were being handled by the career medics in the platoons.

Pinkie, meanwhile, was busy offering words of encouragement and regaling the soldiers with her own experience facing Mandeville’s forces. As she reached the back of the trenches however, she saw something that gave her pause. It was a weedy unicorn stallion, barely more than a colt wearing armor that looked too big for him. He trembled, holding his bow shakily, alone.

“Hey!” Pinkie cried, startling the boy, who stared at her as if she were a ghost. “I’m Pinkie Pie! I’m your friendly-neighborhood morale-booster!”

“I-I’m Double Time, Miss. Ar-aren’t you worried?”

“Worried? ‘Bout what?”

Double Time squinted at her, as if still uncertain whether or not she was his imagination. “That we’ll lose, that our friends and family will get hurt, or that we won’t make it out of here alive? I mean, those things, they’re so... so...”

“Aw,” Pinkie enunciated, waving a hoof, “those things? They try n’ act scary, but it’s real funny when you knock ‘em over! Then they act all confused and stuff. Y’just can’t show ‘em you’re afraid! You’ll be fine, Doubly, just stick with me!”

“Y’know, I almost believe you. Do you promise?”

Pinkie began drawing an ‘x’ over her chest. “Cross my heart, hope to fly, stick a cupcake in my eye.”

Double Time looked at her, frowning at her odd ritual.

“Yeah, I promise.”


“It hasn’t been an hour! That liar, what about those refugees?”

Rainbow Dash stared down from the Wonderbolt’s tower. She had had a perfect view of the starting carnage as the tanks opened up on the entire defensive line, before CID began flowing forward like water following a broken levy.

“I dunno, haven’t heard anything,” Spitfire said, watching with the rest of her team. “Haven’t gotten the order to take off yet. Don’t know what they’re waiting for.”

“Hey, hear that?” Misty Fly said, noting a building rumbling noise from an uncertain direction.

“Yeah, where’s it coming from?”

A moment later they got their answer, as the sound increased instantly to a roar as three SHADEs screamed over the mountain behind the city, engaging their hover-mode, and slowly arranging themselves around the city shield. A short whirring sounded, before the twin cannons of each SHADE fired into the glowing pink bubble with a noise like a floored motorcycle engine, the concussion in the air being felt even by streetwalkers. Streams of spent shells ejected like a dotted chrome ribbon from the cannons, but still the shield didn’t falter.

“Hey, looks like Armor’s on top of things,” Fleetfoot said, noting the magenta drop of power floating up towards the shield. Upon reaching it, the drop was absorbed by the shield, which brightened in response.

Rainbow Dash looked below to see the dot of white, silver and blue that must be Shining Armor standing near the city gates next to a similarly familiar pink, violet and yellow dot.

“Yeah, hope it stays that way,” she muttered.

It was then that the SHADEs switched tactics, and fired volley after volley of missiles into the shield. The resulting blasts made everything shake, as it formed bigger and bigger fireballs whose smoke plumes were starting to dominate the view outside of Canterlot. Even from so far away, Rainbow Dash could feel the heat from where she stood on the tower. When at last the explosions stopped, they still echoed across the valley continuously, and the SHADEs slowly backed away and turned.

“Okay, they’re sending us in!” Spitfire shouted. “All wings, orders are to keep on the SHADE units! It’s go time, deploy deploy deploy!”

At last the Wonderbolts took to the sky, followed closely by Rainbow Dash and a colorful flood of weather pegasi, lightly-armored guards and civilian recruits. They flew in loose formation towards the shield and the SHADEs.

“Our informant says they’re out of firepower and will return to some kind of caching unit to restock. Those are our primary targets. Cut off the resupply, take out of the SHADEs when they’re vulnerable. Rookie wings, do anything you can do to keep those little Spotter things off our tails and cause the enemy as much general grief as you can! It’s gonna be chaos on the other side of that shield, so be ready to fly like you robbed a phoenix nest!”

Rainbow watched the army outside the shield as it continued to swarm upon the foothills. It looked as though Twilight and the others were at least putting up a decent fight, with the constant prism of colorful magical bolts and flashes lashing out upon the sea of white.

“Here it comes!” Spitfire shouted as the edge of the shield nearly reached them. “Go go go!”

At last they were out into the battle at large, and immediately Rainbow found herself dodging fire from below. The buzzing black shapes of Spotter drones sailed up at them, nearly matching the speed of the rookie pegasi and firing after them.

One of the poor stragglers was struck in the wing, and spiraled down, chased after both by one of her friends and still more spotters. A bolt of lightning kicked out of a passing cloud by one of the watching weather ponies struck some of the pursuing Spotters and found a grounding in a CID’s head, all of whom went limp and crashed to the ground in one way or another.

Rainbow didn’t even focus on the Wonderbolts, solely honing in on the retreating SHADEs, until she saw something zooming towards her.

She cried out as the world turned white in front of her, and something seared her from the front. She felt herself fly backwards against her volition and fought to right herself as lights popped in her vision and her ears rang, drowning out almost everything.

“Dash?! Dash!” The one exception was Spitfire’s voice from her earpiece, sounding a long way from her.

Finally she regained a hovering position, still rubbing her eyes with her forehooves. “Wh- what happened?”

“You got blown up by a rocket is what happened, kid! Sweet Celestia, you’re lucky! Something just hurled a volley at us from wherever those SHADEs are heading, we just lost about four of the rookies in that, those poor ponies... Think it might be one of those THUMPer things, guarding the cache.”

“Me and Soarin have a visual, Cap,” came Hot Streak’s voice. “For sure, it’s a THUMPer and it’s heading our way.”

Rainbow scanned the battlefield, keeping to a higher altitude until she saw it. Like Corey had said, a building-sized four-sided silver pyramid, floating over the fields and making significant speed for its enormity. As she watched, several panels over its surface slid open, revealing the heads of little rounded tubes.

“Another volley!” Soarin shouted.

“Bolts, let’s give those things a taste of their own! Reverse-vortex, pronto!”

With that, the blue-clad pegasi began a constant circular flight pattern, to which Rainbow caught on quickly. It had taken an entire town of pegasi to create a suitable cyclone before, but between these elite fliers, a healthy hurricane had formed in seconds, twisting unnaturally until the top-end was positioned towards the THUMPer like a massive open mouth.

The Thumper continued its path undeterred, but as it fired a veritable net of missiles, it found them promptly overpowered and drawn into the eye of the storm along with several unfortunate CID. The bottom end of the whirlwind aimed below at a cluster of tanks, knocking several dozen CID off their feet before the surface to air missiles collided, reducing the area to a cloud of fire and shrapnel.

“Keep at it!” Spitfire commanded, “It’s working!”

It was at this moment that the THUMPer’s capstone lifted, in spite of winds that would shred most buildings. Within, a deep, rumbling roar sounded as a huge sleek missile sailed out from the cyclone, the smoke and flame of the launch creeping out from the THUMPer’s underside as it continued floating along.

“Wings, we have a priority target heading towards the city. Take it down, I repeat, take down that rocket!”

“I’ve got it!” Rainbow shouted.

“No, stay with the formation! You’re in too tight to pursue, your equilibrium is compromised.”

“My what?”  

“You’ll be dizzy the second you’re out, you can’t catch that thing while doing corkscrews.”

While Rainbow argued, several weatherponies shot lightning after the cruise missile, which sailed past everything on its way. One pegasus even slammed into it from the side, and made to push it, only to slide off.

From near the city gates, a magenta beam shot into the shield and sustained, the bubble brightening in anticipation of the coming blow.

It was for naught, as the mighty missile slammed into the shield with the force of the bomb it was. Fire streamed through the fresh crack in the dome like dragon’s breath, before it disintegrated before the eyes of all, shards falling like broken glass before vanishing completely and leaving a Canterlot naked to the war erupting all around it. And indeed, dozens upon dozens of Spotter drones swarmed inside the city limits, bringing the fight to the streets.

“All wings, break off!” Spitfire commanded. “Shield is down, we need all wings to defend the city! I’ve got visual on the weapons cache, it’s right outside their rally point by the Everfree trail. Gonna take it out and rendezvous back at the city.”

“Boss, what about the THUMPer?” Fleet Foot asked, as the tornado wound down.

“Keep clear, that’s gonna take care of itself any seco—”

At that moment, the sky brightened sharply, just before a heavenly golden ray shot down, incinerating the THUMPer’s armor and igniting its remaining warheads. The resulting blast shook everything for a mile, and made Rainbow Dash very glad she’d visited the little fillies room before taking off. The fireball itself covered several hundred yards and took nearly as many of Mandeville’s forces with it, three nearby tanks laid bare as empty, burned-out hulks.

Spitfire, meanwhile, had taken to flying low, catching a bit of cloud and scooting it along with her just over the heads of the CID army. The cache, a house-sized dispensing unit, sat before her as she sped towards it. Bullets whizzed by her, as nearly every unit in the area took aim. Magnetic shield or not, a lesser pegasus would be reduced to pulp. But she was Spitfire, Captain of the Wonderbolts.

Even so, she winced as a few rounds struck through her feathers, and cried out as a few close-calls grazed her belly and cheek. But finally, she was close enough.

Like a professional swimmer, she flipped backwards and kicked off the cloud, speeding away quick as she came as a lightning bolt shot forth and instantly ignited the cache.

A shockwave rippled across the planes, flattening trees and the nearby Apple family barn. Spitfire quickly found herself racing away, but no longer of her own power, as a hellish heat pushed her out and away. The roiling fireball that resulted might have been seen by Mandeville’s satellite, had it lived to see the cold vacuum. But even after the flames rose into the air, the carnage left behind persisted. Several trees were alight with flames. Drone units that had survived the initial blast had to contend with the ammunition being set off by the blaze, snapping and zipping through the air chaotically, flares of white smoke sometimes arcing into the air like fireworks.


So much had happened in such a short short time, but Twilight Sparkle was certain she would never forget any of it. In mere minutes, she witnessed two of the largest destructive forces she had ever seen top each other, not to mention yet another breaking of her brother’s shield.

The shield, which should have re-engaged by now. That it hadn’t meant something was wrong, surely? In any case, Shining Armor’s special talent was really being put through the wringer lately.

A tank shell slammed into the barrier below, spraying mud and smoke out at the CID, and shaking her of her reverie. She couldn’t afford to be distracted, with the drones doing their best to work out a way past their barrier.

The “barrier” was in reality nothing more than a chunk of the foothills below their position that had turned into a mudhole in the rain. Between the explosions of tank fire and the number of unicorns grabbing rocks from it to hurl at the machines, the hole turned into a steep ditch. The CID and tanks being averse to tackling such terrain, few had gotten up and over since, but the tanks were trying their best to rectify this by blasting it into a more agreeable shape.

Given it had been them who were making this such an issue, Twilight couldn’t understand why the tanks hadn’t aimed for their piece of cover. It was closest, and yet somehow it was receiving less fire than anywhere else. Why didn’t the tanks just fire a few degrees to the right and count on the explosion to do its job?

She wasn’t about to give them tips though, and nor was Applejack, who popped from cover to clock a CID in the head as it tried to climb its way up to them, with her prototype boots. Like a number of others, it flew off ten feet and into the mudhole it crawled up from, a horseshoe-shaped dent in its unmoving metal head. Even so, one of the unicorn soldiers blasted it with arcane lightning. The concept of the “double-tap” had by now firmly worked its way into their heads, given the tenacity of the CID.

Suddenly, they heard the sound of galloping hooves growing loud to their flank.

“News from the city!” cried a lightly-armored soldier from behind them, wheezing. “Prince Guard Captain Shining Armor is incapacitated, and cannot restore protection to Canterlot!”

“What?!” Twilight cried, forming a beam so potent from her horn that an advancing tank exploded outright upon contact with it.

“Apparently he made a direct connection with the shield, to strengthen it. The shield’s failure rebounded into him. He is alive, but nopony can revive him.”

“Ugh!” Twilight groaned. “Shining, I was supposed to be making you worry! So what are our orders?”

“We’re not to let the enemy advance. Our aerial forces are taking care of the city in the shield’s absence.”

“So we can’t do nothin’ up top till we sort things down here,” Applejack said, watching the thinning, but ample drone forces clambering towards them.


A whale-like song echoed over the trenches, as a general sensation of optimism overcame its occupants. Again.

“Don’t give up, everypony! You’ve got this! You’ve got it good!”

The soldiers watched her cartwheel over the trenches, all while carrying and blowing her little magic horn. Some of them tried to ignore her, while others laughed at her antics, their own personal cheerleader doing a one-mare show. It couldn’t be argued that the tension was lessened with her involvement, be it the horn and the oddly positive mood it brought over the listeners, or just because some silly pink mare was essentially dancing in an allegedly deadly war-zone without a care in the world.

However, Pinkie or no Pinkie, the battle was still on. The platoons taking point had yet prevented the army from stomping all over Canterlot, but this enemy wasn’t limited to damaging things right in front of them. The tanks were constantly raining down fire, and it had only been by sheer luck that their trenches hadn’t been hit by a shell yet. One trench hadn’t been so lucky, and Fluttershy was unlucky enough herself to aid some of the few survivors, hooves shaking as she helped to wrap the stump of a foreleg belonging to an older stallion.

“I-I can’t wrap it tight enough!” Fluttershy told one of the platoon medics. “He just won’t stop...”

“It just needs to clot,” the mustachioed stallion told her. “I’ll get Splint, he knows a blood replenishing spell that’ll keep him stable.”

“Please hurry!”

“Fluttershy?” called Rarity’s voice around a bend in the trenches. “Dear, I don’t suppose there’s anything here I can help with? Oh.”

She rounded the corner to see Fluttershy, staring at her bloodied hooves as the soldier groaned pitifully.

“Is... is there anything I can do to help, dear? I’ve already tightened their bowstrings, patched-up their mail. I’m feeling quite useless, and...and...”

Fluttershy turned towards her, muttering something she couldn’t make out.

“Darling, you’ll have to speak-u—”

“It’s all just so horrible!” Fluttershy squeaked. “All these ponies are getting hurt! And what about our friends? I don’t even know if Twilight or Applejack are still okay! And Rainbow Dash is flying around out there with those things! And Corey, what about him?!”

“Please, calm yourself!” Rarity begged, shaking her by the shoulders, before settling down and looking her friend in the eye. “I can’t make you any promises, Fluttershy, but I... I believe in our friends. Twilight is much too smart and skilled to be beaten by some machine, and Applejack is too stubborn. Rainbow Dash is up there with her heroes, and Corey is with Luna and Celestia! If he’s not safe, then nopony is.

“Come now, let’s wash that... that off your hooves.”

Fluttershy nodded, as a whistling above grew louder and louder. Pinkie, meanwhile, was perched above the trench doing some manner of chant.

“Firecracker firecracker, sis-boom— hey!” she yelled, as a slim stallion leapt up and shoved her into a trench. He clambered to follow, but only did so in the wake of a tank shot mere feet from where Pinkie Pie had stood before. The fiery blast threw him into the muddy wall.

Pinkie sprang to her hooves quickly, beaming over at her rescuer. “Hey! You saved my skin just now! I’m so gonna throw you a party!”

She pulled the soldier’s chest to face her, only to gasp at a blank expression and open, unblinking eyes. Familiar eyes.

“Doubly?” she asked, tapping his overly large helmet. There was no response. “D-Double Time? Come on now, that’s not funny.”

She shook him, her eyes widening and straining with every passing moment.

“Please, please! You’re okay, you’ve gotta be okay! I p-promised you’d be okay!”

Her eyes watered as she listened, for a breath, for a heartbeat. For anything.

“You have to be okay,” she sniffed. “Cause, losing a friend's trust is the fastest way to lose a friend...”

She hugged the small soldier’s vacant form, as the tears finally fell.


For a while, there was nothing but the sounds of war in the background, the distant buzz of automatic and tank-fire. But then Pinkie sat up, nosing Double Time’s eyelids shut, and leaping out of the trench with fire in her eyes.

“They made me,” she said, shaking with every word, “break a Pinkie Pie Promise!”

She pulled out the gleaming horn, and blew into it once more. No longer a purveyor of positive feelings, the message felt by any who heard was simple: smash them all to rivets.


And so Pinkie ran pell mell down the slope, a lone pink blur ducking gunfire and explosions on her way past perplexed war-ponies.

“Pinkie, what on earth?!” Rarity cried as she flew past them on wings of fury. She and Fluttershy stared at each other a moment, before the seamstress grabbed the wounded soldier’s bow and quiver of titanium and diamond-tipped arrows.

“Quite sorry, borrowing these!”

“Rarity, wha—?” Fluttershy asked.

“I’ve practiced in archery a number of times, and I’ll not stand by while Pinkie risks her life.”

And thus, she too leapt out, her voice lowering to a growl, chasing after Pinkie with all she had.

“Cry ‘havoc,’ and let slip the ponies of war!”


Twilight was catching her breath, the tip of her horn white-hot from the constant spellcasting, sweat dripping down her face as Applejack joined her. She had been resting in a more productive way, letting the prototypes do all the work while she merely pressed a hoof into the CID whenever they got too close. It was enough to keep them at bay at least.

And then, the unmistakable sound of a whale song filled their ears, and she felt a slight compulsion to keep fighting. Turning around, she saw the culprit racing downhill, closely followed by Rarity.

“Pinkie Pie?” she muttered.

“Mmm?” Applejack asked.

It was at that point that Pinkie let out a feral cry and grabbed a small cannon with flower-painted wheels from seemingly nowhere. She jumped inside the barrel, and moments later, sailed out with the sound of a party favor. All eyes, pony or otherwise, watched as she arced over the barrier and smashed into a squad of CID like they were ninepins.

“Pinkie, no!” Applejack shouted, before leaping over and into the no-mare’s-land herself, kicking off a CID that had been climbing up the barrier before running to her friend’s aid.

“Shoot!” Twilight exclaimed, before tumbling less gracefully over the side and into the fray. Rarity too leapt over, landing daintily while drawing an arrow with her magic.

And the fight was on. Pinkie listened to her unique sixth sense and had already managed to dodge five CID, making a few of them clobber each other. Arcane lightning struck several CID from Twilight’s horn, and others still faced her heat beam and fell before it. Applejack bucked a few into each other, leaping into others by springing off the ground with her prototype boots and diving into them. Rarity speared a CID through the head with an arrow and turned to a tank that was rounding on them. Magically, she tied one end of her Ethereal Thread to the tank’s barrel and the other to the legs of two CID at the other end of a small robotic crowd. As the tank tried turning its cannon to face the four mares, it ended up dragging the two CID through the crowd, tripping dozens and straining the tank’s turret motor until it bled smoke. And all the while, any CID close enough to engage in hand to hoof combat found its faculties corrupted, if not outright erased by the powerful magnetic field surrounding their targets.

Fluttershy finally wandered over to the front line and beheld the spectacle of four mares taking on an army of robots three times their size, and winning. Looking around, she found most of the other ponies were similarly transfixed. Finally, she grit her teeth and stepped on top of the barrier.

“What’re you all lookin at?!” She shrieked at the soldiers, her eyes huge. “Are you gonna let a bunch of mares win your battles for you?!”

The soldiers glanced at each other, now staring at her.

“Well?! GO!”

With a short wince, the other soldiers drew their blades and charged out into the brawl, closing the distance between them and the futile firing of the CID whose rounds continued to miss almost entirely. Unicorn soldiers telekinetically slashed through the air with their swords, slicing through or cutting deeply into the armor and joints of the CID. Most of them quickly learned to aim for the CID’s curved spine, which made its body below the point of attack seize up or crumple. Other more skilled unicorns had taken to gripping their own limbs in magic and super-charging their kicks, almost putting them on par with the earth ponies who were trampling everything with an electronic circuit in a focused stampede.

The hot air rendered a group of cloaked unicorns as background noise beneath their invisibility enchantments, as they crept behind enemy lines and slowly removed the anti-magic defenses from several tanks.

Pitfall spells were gouging holes in the ground beneath several other tanks, leaving the war machines tipped over like turtles. Their turrets twisted back and forth, incapable of aiming anywhere but at the sky.

One tank in this situation began firing its four-barrelled anti-aircraft cannon, whose rounds were evaded by Rainbow Dash as she pursued a pair of Spotter drones. She kicked one of them in midair, making it weave as she grabbed hold and jammed its barrel into one of the other spotter’s rotors.

The Spotters tumbled down as Rainbow jeered, before flattening a CID that was busy advancing on Fluttershy. Fluttershy leapt backward at this, colliding with a CID that was sneaking up on Rarity. The magnetic interference of Fluttershy’s presence shorted the CID out as Rarity fired arrow after arrow at targets.

One arrow whistled through the air before slicing through a cable in a CID’s gun arm, rendering itself incapable of gunning down Pinkie Pie before she leapt onto its shoulders and started beating its face in with her hooves. She leapt off with a cry as another CID flew into her victim with a loud clattering, before Applejack ran into sight chasing after it, her prototype boots swapped to her front hooves.

Both ponies stopped dead as a tank rumbled towards them, one tread flattening a CID’s head as it crawled over the grass them. The grass, which came suddenly to life, blades swelling to the size of pythons in seconds. Twilight Sparkle stepped behind the two earth ponies, horn aglow as the grassy blades became serpentine vines the width of tree-trunks and wrapped the tank up. The tank’s cannon barrel bent from the constricting vines as the behemoth was picked up, followed soon by the other vines noisily crushing the tank’s armor like an aluminum can.

All three friends hooted in victory, before Pinkie held a hoof up to Twilight, who reciprocated in a hoof-bump. Enthusiastically, Twilight offered a hoof to Applejack, who stuck her own hoof out. With a yelp and a hydraulic hiss, Twilight sailed through the air and out of sight, while Pinkie watched wide-eyed and Applejack’s ears sank.

“Um... oops,” Applejack muttered, before calling out. “YOU OKAY, TWI?”

For every pony that fell to gun or tank fire, —or one unlucky stallion thrown under a tank’s treads— thirty of Mandeville’s forces went with them. Finally the remaining CID began distinctly backing off, still firing non stop in an unmistakable retreat. By no means was the army even a quarter thinned, but the bottleneck proved too effective, and the march too costly.

The soldiers cheered, jeering at the machines as they slinked off to regroup. Meanwhile, the five friends found each other, tired but smiling.

“We did it!” Pinkie shouted, her rage having left her.

“I can’t believe what we just did!” Twilight cried, looking at the mechanical carnage around them.

“Let’s not get too excited,” Rarity said.

Applejack nodded her agreement. “Yeah, we ain’t done with this yet.”

“Right,” Twilight said. “We’ve still got to worry about the Spotters in the city.”

“The Spotters are the easy part!” said a familiar voice.

They turned to see Rainbow Dash, battered and woebegone, landing beside them.

“Rainbow!” Fluttershy cried. “But what are you doing here?”

Applejack stared. “What do y’mean the Spotters are the easy bit, sugarcube?”

“Spitfire got a little hurt,” Rainbow reported, “so she’s backed off to do some high aerial recon. She spotted something big headed this way, escorted by a couple of those SHADEs. We think it’s one a those ‘Landscaper’ things Corey was talking about. You know, the ones that can spray bombs all over the place?”

Twilight unconsciously shook her head. “So why are you here with us? I can only help you so much with something that flies.”

“Maybe not, but how’s your throwing-horn?” Rainbow asked.

“My what?”

In the distance, a dull roar built as a trio of dark shapes loomed over the forest. Two of the shapes were readily identifiable, but one of them was three times the length of the others. It might have looked disc-shaped were it turned to them head-on, but the angle gave away its bat-wing shape.

“I reckon that’s it,” Applejack said. “Must’ve pulled back so they don’t hit their own.”

“Look, there go the Wonderbolts!” Rainbow cried.

Indeed, as the Landscaper closed in, seven blue streaks swarmed upon them. The SHADEs gave chase, the bright trails of turret fire diverting the elite pegasi from the bomber at each turn, while employing their guided missiles. Lightning filled the sky, detonating the projectiles, but none of them could get close enough for enough time to disable it.

“Alright Twi,” Rainbow said, “backup plan.”

Twilight glowered. “Rainbow, could you please share what exactly you want me to do?”

“Throw me at it,” Rainbow Dash told her, “as hard and fast as you can! Make sure you throw me ahead of it, lead the target n’ all that.”

“That’s suicide!” Rarity shouted.

“Nah,” Dash laughed, “you’ve seen me slam into stuff before!”

“All the same, maybe if I heat up the entry point,” Twilight considered, “it won’t be so bad?”

“Can your super-duper heat-ray reach that far?” Pinkie asked.

Twilight shrugged. “It’s worth a try.”

“No more time!” Rainbow shouted. “Now or never, Twilight!”

“Kay, here goes,” Twilight muttered, grabbing her blue-feathered friend in magic and pointing her in the right direction. She leaned her head back as Rainbow moved behind her like she were in a slingshot, and with a wrenching effort, cast her into the sky like a big blue paper airplane.

Rainbow screamed towards her target like a missile, a multi colored explosion occurring in moments, but her momentum had yet to peak.

Twilight turned her attention to the Landscaper, picked a spot on its underside, and let loose another beam of cohesive energy. It made contact, not quite drilling into it, but releasing sparks and making the dark metal glow red hot. Rainbow Dash carefully followed the length of the beam towards its ultimate target.

However, one of the SHADEs broke off its struggle with the Wonderbolts, and began following the beam to its source. It passed Rainbow in mid air, momentarily driven off-course by the turbulence of the rainboom, but correcting until it was back on-target.

The SHADE’s twin cannons whirred to life, and only then did Twilight disengage the beam, teleporting herself and her friends twenty feet to the side. The cannons buzzed hellaciously, gouging foot-deep holes into the ground in a pair of straight lines, hurling dirt thirty-feet into the air.

As it passed, Rarity had an arrow ready, a length of her magic thread tied to it. At the proper moment, she let it loose, a shot that whistled through the sky and fell right inside one of the jets. The arrows itself shattered upon impact, but the thread quickly wound and knotted around the turbine blades, seizing the engine completely. A banging noise filled the air as it lurched over them, smoke billowing from the exhaust. It turned, trying its hardest to remain airborne as it rolled haphazardly.

“Whoa, Rarity, how’d you know that would work?” Pinkie asked, marvelling at the deed.

Rarity shrugged. “Well, I certainly didn’t think it was going to help it. The phrase ‘monkey wrench in the works’ came to me.”

Meanwhile, Rainbow noted the absence of Twilight’s beam, but honed in on the red-hot spot it had left. As the Landscaper’s bomb-bay began to open, she slammed into the bomber from below, ripping through the dark metal like it were paper. She emerged on the other side and kept speeding on, as the Landscaper pitched upward violently, and explosions ripped it apart from the inside. The blasts soon ignited its payload, resulting in an airborne fireball that might have been a second sun.

Rainbow Dash turned back towards her friends as the crippled SHADE did much the same. But before the craft could attempt anything more, she slammed down on top of its nose with colossal speed. It front-flipped wildly over the group and smashed itself across the ground, not exploding, but aflame and unmoving.

Rainbow came to a screeching halt in front of her friends, multi colored flames left where she’d made contact.

The six stood in position, back to back with each other in battle stances, anticipating the next challenger. When none came, they relaxed, as the shell-shocked soldiers cheered.

“That,” Rainbow said, “was awesome.”

“Yeah,” Twilight said, letting herself sag before she laid down on her back. “But could we rest a minute, y’know, before we try anything else ‘awesome’?


Corey Webber watched everything below unfolding with an odd sense of detachment. It didn’t seem possible to him that it was going so well. They were far from unblemished, but as he stood beside the two princesses on the balcony beyond the throne room, he wondered if the tide had truly turned.

Much of Mandeville’s army lay scattered below, the wrecks of titanic death machines burning into the grass of the valley.

Spotters still buzzed by, Corey taking the odd shot at the quadrotor craft that ventured too close with his G36, returned to him by Celestia.

“This battle is decided!” Luna said, smiling brightly.

“Oh, my brave ponies,” Celestia said. “I do believe you are correct, sister. It will now be down to us, to root out the problem before they regroup.”

“If you go to Mandeville’s facility, CAIRO is your target. Mandeville is smart, but he’s just one man. Kill CAIRO, and this war ends.”

“How will we know it when we see it?” Luna asked.

Corey sighed. “I don’t know. I know that CAIRO is designated ‘Omega,’ but that doesn’t narrow it down. Everything designed as a base system is Omega. Nobody’s ever seen CAIRO’s core. I assume it would be big, but it’s still probably well hidden. Mandeville guarded it jealously. I wish I could tell you more. If I had known where CAIRO was back when I was trapped in there, I’d have killed it myself.”

Celestia extended a wing around his back. “You’ve done more than enough, Mister Webber. If not for what you’ve told us, there would be no victory her—”

It was then that a Spotter flew over their heads, a blast of air from its four rotors ruffling Corey’s hair as it sped into the throne room to the great doors, and slammed into them. The door shuddered, and the Spotter fell, spinning feebly until its rotors stopped moving and it lay motionless on the floor.

Luna looked around the room. “Is everypony alright?”

“What the he—” Corey began. “Since when do Spotters go kamikaze like that?”

“A desperate charge, perhaps?” Celestia offered, as the six guards in the room converged.

“Doesn’t even have a gun,” Corey noted, stepping towards it. “Why would—”

At that moment, a spot in front of the drone became blinding, as a white and prismatic light filled the room. Moments later, and five figures appeared in the center of the light. Not a second after the flash faded, a series of gunshots filled the air. And then, silence.

Celestia’s guards fell, some groaning, some dead before they struck the ground. Celestia watched the CID aim her way, her eyes widened at what had been done in her very presence.


There were only four CID, however. At the center of the group, was Mandeville himself. Wearing a blue and black uniform, he stared over at them.

“That’s right,” he said, smirking. “I can fucking teleport.”

The CID retained their aim on Celestia and, —along with Mandeville— slowly walked down the throne room towards them.

“But how?” Luna wondered aloud. “If this were within human capabilities, why have the army walk here?”

“It’s not within human capabilities,” Mandeville said. “Well, unless the human in question is wearing this.”

He held up his right arm, upon which a silvery gauntlet was attached. He flexed his fingers, revealing a sort of focusing crystal in the palm. But the situation became no clearer, until the three looked below the wrist, where two carousels under glass casually spun opposite directions like a gatling gun. But rather than gun barrels, several stubby, colorful fluted cones glowed in distinctive hues.

Celestia gasped, unable to look away from it. “What have you done?!”

“Holy god,” Corey muttered.

Mandeville chuckled, pointing the palm at one of his CID and watching as it lifted into the air on a multi colored aura. “Yes, like it? A unity between Force Five and the others, my own personal unifying field theory. Bridging the gap between magic and technology.

“In fact that’s what I call it. The ‘Bridge’.”

Mandeville let the CID drop, turning back towards the three as it landed catlike on its three legs.

“How?” Celestia asked, her soft eyes still wide and gleaming.

“Well, wasn’t possible until I found a little device in that library,” Mandeville began. “Reverse engineering its method of detecting magical power opened up a lot of doors. CAIRO soon found in his tests that unicorn magic functioned through a combination of neural signals, and a proper application of frequency and amplitude along a sort of three-dimensional sine wave structure. Amazingly sensitive, with all manner of effects.

“When we got something promising, we recorded the conditions and programmed them as presets. Miss Sparkle took to employing her little teleport trick so often, we took note of that one too. I just had to get a frame of reference for where you three were hiding from my little Spotter’s video feed.”

“But power alone isn’t enough to cast spells!” Celestia said. “It also takes the power of will! Affixed to your arm, how can—”

“Easy,” Mandeville replied. “We’ve had functioning cybernetic prosthesis for years. Our technology can interface with the impulses of the nervous system just fine. The Bridge is a part of me as much as the flesh and bone beneath it. And thus, my will is done.”


“Now now, it’s not as bad as it looks,” Mandeville said, holding his hands out in a mock calming motion. “I can’t afford to sacrifice that many of my workers—”

“You mean slaves!” Celestia shouted, tears rolling down her face.

“You have your word, I have mine,” Mandeville replied. “But no, I took most of these from burial sites. Okay, so grave robbing isn’t much of a step up, but still.”

“That’s sick,” Corey spat. “Stealing the power of the dead to work against the living. Against their own people. Even for you, this is low.”

Even for me?!” Mandeville growled. “Oh, because you’re a regular boy scout. You think I’d forget you’re the reason I’m stuck here? That you bent my entire life, my legacy, everything I ever gave a shit about over a rail?!

“I was a fucking philanthropist! You were a jarhead stupid enough to die for his country, so you could kill a man you couldn’t convict of a crime he never committed!”

“Mister Webber has acknowledged his crimes and sought to atone,” Celestia said. “And you?”

“And me?” Mandeville parroted. “I arrived in utopia, only to find out I’m not good enough for it. The utopia that’s a fucking lie! A place where they plead love and tolerance, but shame and ostracise you because you didn’t grow up there. Because life wasn’t so damn simple for you. Because you evolved to be an omnivore and not a cute and cuddly vegetarian. Because God decided to actually exist in this world and solve everyone’s problems herself, while leaving mine to the darkness and the chaos of the unknown!

“I look forward to it, princess. To the ponies seeing their gods die, the source of their cute and fluffy unity. In mere generations, they’ll look to your examples of wisdom as gospel, trying to figure out what their dearly departed princesses would have done. Naturally, they’ll begin to disagree, to project their own values onto you. Some might favor one princess, some might favor the other. Some will wildly misinterpret you, out of madness or to meet an end. And one day, some of them will wonder if you ever really existed at all.

“Of course, you have the advantage of having letters signed by you, photographs no doubt, perhaps film reels. You have the advantage of the legends being true. But without you they will regress and regress and regress, until at last your world... well, it’ll start looking and feeling awfully familiar.”

“Mister Mandeville,” Celestia said, trying her best to control her quivering voice, “it is true that one day my ponies will be without us. And yes, perhaps what you say will come to pass.

“But you mistake our feelings. We have not rejected your kind! I love my ponies, but they are not perfect. Mister Webber has explained much about the state of your world, and I am sorry you have suffered. My subjects are borne to a land and an era of peace and plenty, and they forget it was not always so. That my sister and I were not always so. I have seen in Corey that our hearts are no different. We are not better than you. If any of my subjects feared or condemned you, it was out of a cultural ignorance. Please, do not paint us with the same brush. If you wish to be given a chance, should you not also give us a chance?”

Mandeville pressed his lips together, breathing loudly and raggedly through his nostrils. “I gave your kind a chance. In fact, I gave you two. No, it’s time you were reminded of what it was to suffer.”

“Two chances?” Celestia asked. “You mean, the two ponies who rejected you? You are a scientist of sorts, aren’t you? Surely you don’t believe such a miniscule sample size can tell you anything about us?

“I don’t believe you. So the question is, who benefits from the lie? Is it us? Or is it you?”

Mandeville recoiled. “I-I’m not lying! Don’t try and tell me what I believe, princess!”

“Is it to justify yourself of something more petty?” Luna asked. “Do you resent the world you once tried to help?”

“I gave them everything!” Mandeville cried. “After everything I did for—”

“I offer this once, Adrian Mandeville,” Celestia said, her voice going stern. “End this madness, and no harm will befall you.”

Mandeville stared, and shook his head like a dog ridding its ears of water. “I came here to end this! You want me to surrender?!”

Mandeville laughed, exasperated.

“I see it in you, Adrian Mandeville,” Celestia told him. “You’re not here to punish my ponies, and you know it. You could not hurt your world back after they betrayed you, so you directed your fury towards us. You cannot admit to yourself that you play the villain’s role, you must justify that your actions are right. You are tired, you don’t want this anymore. You know it is folly, but you press on because you are afraid, because you feel it is too late to turn back.

“Do the right thing, Adrian Mandeville. For once, take responsibility for your actions. You have done too much to keep your freedom, but you may yet be redeemed. Please.”

Mandeville stared at Celestia, shaking. From fear, from anger, none of them knew. His gaze flicked between the two princesses, until at last they found Corey.

“You’re right,” Mandeville said at last. “I can’t exact revenge upon my world through you. Him, however...”

And in a sudden motion, Mandeville thrust his palm out at Corey, who hadn’t sighted his weapon before an invisible force struck him and sent him sailing out over the edge of the balcony.

Webber!” Celestia cried, turning to rescue the airborne soldier, before the CID fired upon her. An unconscious thought brought a golden shield between the two sisters and the bullets as she turned back to her assassins. “You foal!”

Luna’s horn glowed as she took hold of the five, punting the CID into the far walls and making Mandeville sail, before The Bridge glowed and he floated gently to the ground again.

“You call us godlike,” Luna said, “and yet you challenge us yourself, ancient wielders of the arcane arts, with mere days of experience and the raw power of a few unicorns. From whence doth victory cometh?”

Mandeville chuckled. “Ah, yes, me and what army? Oh right. That one.”

Mandeville pointed over the balcony behind them. Neither princess took the all too obvious bait, until Celestia spotted something floating in the corner of her eye.


Celestia raised a shield as three Spotters outside the balcony unloaded onto the moon princess, who turned at her sister’s cry.

Luna cried out as four spots on the side of her body were struck before the bulk of the shield ended the progress of the other bullets. Not being instantaneous, the shield slowed but did not stop the progress of the first f