I awoke without a sound and looked around.  I was lying in a clearing in a dark forest.  The rest of the flock was strewn about around me, still unconscious, and I started to get up when something caught my eye.  On the other side of the clearing, all fifty flyboys stood at attention, looking for all the world like soldiers ready to go to war.  I froze, my heart racing, and waited for the incoming assault, ready to leap into the air at a moment's notice.  But none of them moved.  Then I noticed the whitecoats, unmoving, on the ground before them.  Sighing in relief, I realized that they must not have received any specific programming regarding the flock, yet.

I crawled on my hands and knees silently and tapped Fang, who happened to be closest.  He too, woke without so much as a rustle.  From there, I went around tapping hands until we were all awake.  When they all looked at me expectantly, I began to sign for them to take off in the language we had created, but I was cut off.

"Get the mutants!"  It was the same freakin' lady.  She must have woken on her own.

"Up and away!  Now!" I screamed as the flyboys shot towards us.  My wings snapped open and I flapped hard as I sprinted down the clearing.  We can take off from a standing position, but it's a lot harder and slower without a running start.  As one, we rose into the air, with the flyboys hot on our tails.

Unfortunately for them, over half of them forgot about the backpacks they had strapped on, so only a dozen of the robots were actually chasing us.  I laughed mirthlessly as those with the backpacks fell to the ground.  Looking back ahead, I saw Fang with Total in his arms gaining altitude.  I caught up with him, and the others paired off to lose our pursuers.

As we watched Angel and Nudge speed away with four flyboys behind them, Fang and I sped up to keep ahead of our own nuisances.  "Just like old times!" Fang yelled with a smirk.  Sadly, it was true.

I shook my head.  Somehow, his sense of humor comes out when we're fleeing for our lives.  "Let's lose 'em in the trees!" I shouted back, and we dove into the forest.

Underneath the treetops, it was a lot harder to maneuver, but the flyboys would have a lot harder time of it than we would, trained as we were.  Stray branches and leaves whipped at my face and I even had a couple feathers torn out from near collisions with trees.  A yip from behind told me that Fang was still there and Total had just intercepted a branch with his muzzle.  The flyboys, however, were crashing into the trees in a glorious orcheastra of destruction.  It wasn't enough to stop them for good, but at the very least it would discourage them from following us so we could plan our next move.

Gradually, Fang and I slowed down and stopped when we could no longer hear the crashes behind us.  My heart was pounding and adrenalin was still pumping through my veins, but I took deep, calming breaths and began to relax.  "All right, we'll take a breather here and then we're gonna find the others," I said.

"You know," Total boasted, "If you had just let me at "em, those flyboys wouldn't be let off with only a few dents."

I ignored his cockiness and leaned against a tree, just now observing the forest around me.  The trees were close-knit and hung overhead menacingly.  Even though it was mid-afternoon, it was dark as night under the canopy of leaves.  Shadows lurked in every corner, and my trademark birdkid paranoia was beginning to kick in.

As Nudge said, the portal might not have worked in the first place.  You're too important for you to take risks like that, Max.  The Voice chimed in, sounding more than a  little peeved.

What?  If you could snarl a thought, I just did it.  I'm supposed to save my own world but leave others to fend for themselves?  You're right, it was too big of a risk, but the other way around.  That shut him right up.

I turned to see Fang staring at me with a worried look on his face.  "What'd the Voice say?" he asked.

"Nothing helpful," I snapped back, more annoyed than anything else.

He opened his mouth, most likely preparing to say something philosophical, but was cut off by a piercing scream.  It wasn't Nudge or Angel, but it sounded very familiar and very female.  I would have put more thought into it if Fang and I were't rocketing in the direction the noise came from.

----------

Spike warily trudged through the Everfree forest, eyes darting left and right, looking for any creature that could attack them.  His companion, a purple unicorn by the name of Twilight Sparkle, saw the dragon's jumpiness and sighed.  "Oh Spike, you need to relax.  Just enjoy the scenery and stop worrying about monsters."

"Twilight, what about the manticore, or the cockatrice, or the hydra?  Remember those?  I don't see why we had to come in this creepy forest in the first place," Spike complained.

"It was wnraged by a thorn in its paw, it caught me by surprise, that was Froggy Bottom Bog, and I need some supplies from Zecora," the unicorn listed, "I promise you we'll be fine."

Spike grunted and resumed scanning the trees for anything of malicious intent, until a dragonfly crossed his vision, that is.  Why are they called that?  He wondered, idly tracking the insect.  It's not like they look anything like us.

He was extricated quite violently by loud crashing coming from the darkness nearby.  "Twilight," he bega nervously, "You heard that, right?"

"Yes Spike, it seems something big is coming this way."  She gulped loudly.  "I guess you were right this time."  The lavender mare took a defensive stance and lit her forn, while Spike grabbed a large branch that he intended on using as a bludgeon.  The crashing noises had ceased, and now they were replaced by the sound of several beings making their way through the underbrush.  The sound of hoofsteps increased in volume until Twilight and her dragon assistant were sweating in fear when... they stopped.

Twilight strained to make out anything, and a voice pierced the silence.  "Directive confirmation requested."  It sounded tinny and artificial, and both pony and dragon tilted their heads in confusion.

Another, similar voice sounded out off to the left of the first.  "Directive is eliminate mutants.  New mutants observed.  Targets acquired."

As the second being finished speaking, four creatures  unlike anything Twilight had seen before leaped into view.  They looked like bipedal wolves with wings, but before this could be registered bythe mare's analytical mind, the creatures attacked.

Twilight let out an ear-splitting scream as they charged,  and  used her telekinesis to send one of the monsters crashing into a nearby tree, but the other three gabbed her and Spike and pinned them down.  Two held them down, who were both struggling furiously, while the third looked over them with anemotionless gaze.  "Resistance is useless," it said in an unpony monotone.

"I beg to differ!"  Twilight, Spike, and all the monsters looked up in shock at the new voice.  Well, Twilight and Spike did, but by the time their heads turned the monsters had been tackled by two new forms that fell from the sky in .  They gaped awe as the new creatures dealt viscious blows to the monsters.  Due to the element of surprise, the monsters were quickly beaten into submission until finally, the new arrivals drove their fists into the wolf-creatures' faces, eliciting a deafenig "crunch!"  Twilight gasped; never had she seen another living thing killed, and especially not with such ruthless efficiency.

As the newcomers rose, their victims called out to them in voices that, even in the embrace of death, were completely devoid of emotion.  "We are many.  You cannot overcome us.  We are many..."  As one, they trailed off, forsaking this world for the next.  The one Twilight had thrown into the tree was nowhere to be found.

"Yeah, yeah, we've heard it all before," one of the new creatures, seemingly female, growled contemptuously.  Suddenly, a small black dog came running out of the bushes and looked at Twilight.

"Yep, just leave the dog to catch up to you while you go- What in the name of?!"  The unicorn gawked at the little dog, who gawked right back at her.  Spike had taken the easy way out and fainted when the new creatures had arrived.  Twilight tore her eyes away ftom the strange talking dog and focused her gaze on her saviors, finally getting a good look at them.

Both stood on two legs and were almost twice the height.  One, presumably the female from earlier, had a more slender frame with more curves.  A dirty blonde mane fell down around her shoulders.  Incredibly large wings stood proudly from her back, their fourteen-foot span covered in tawny feathers.  The other had a thicker frame, but was still very slim; Twilight guessed it was male.  His wingspan was even larger than the other's, and the feathers were the color of the darkest pitch.  His mane was cut much shorter and was the same color as his feathers.  Other than their manes, they had no fur.  When they finally turned to regard the mare, they froze, the female had a look of amazement that mirrored the one on her own face, but the male had an expression of indifference.  Contrary to his expression, however, the male was frozen in shock like his comrade.

-----------

"Yeah, yeah, we've heard it all before," I spat, glaring down at the destroyed flyboys.  I watched as their eyes lost the light behind them, and then they shut down once and for all.  A bolt of pain came from my knuckles, and I glanced down to find ugly bruises on my fist.  Around the knuckles my hands were colored a sickly yellow and blue-black.  I groaned softly and clasped my hands together as they began to ache.  Punching metal, even under a layer of artificial skin, can hurt quite badly.

Behind me, I heard Total's complaint, followed by exclamation of surprise, and I decided that I probably wouldn't like what I saw when I turned around.  When Fang and I dove towards the flyboys, we hadn't even bothered to look at what we were saving.  All I had seen of it was a flash of purple.  Steeling myself, I turned, spotting Fang doing the same beside me.  Now I've been around.  I've seen miserably failed genetic combinations and experiments that would make most people vomit, I've seen a friend die before my eyes, I've seen a grotesque being that the flock and I less-than-affectionately refer to as "brains on a stick," but nothing, and I mean nothing, prepared me for what I saw then.  Except, possibly, a certain television show that I enjoy.

Before me, trembling in fear, was Twilight Sparkle and her faithful assistant, Spike, well, he was passed out on the forest floor, but youget the idea.  My favorite pony was standing right in front of me, looking as speechless as I was.  My mouth was working uselessly, but no sounds came out.  Uh, Voice?  I thought nervously.  Any thoughts?

I'm just as shocked as you, Max, but perhaps it would be prudent not to mention that you know the intimate details of her life, if the show even reflects accurately onto this world.  The Voice actually replied when asked a direct question, imagine that.

Spike was the first of us to get over the shock.  He bolted awake and pointed a claw at Fang and I, asking, "What are you?  What are those things?  Where did you come from?  Why did those things attack us?  Are you aliens?  Have you come to invade?"  

Before I could answer any of his questions, Twilight butted in, scolding him like a misbehaving child.  "Spike!  They just saved our lives!  Be nice!"  She cleared her throat and looked down sheepishly for a moment before continuing.  "But I would like to have those questions answered."

I opened my mouth to respond, but I was once again interuppted, this time by the rest of the flock calling my name in the distance, so I said, "Wait here, Twilight.  I'll get the rest of us and we'll answer then."  Total scampered over and when I scooped him up, we took off.  It was only when the mare called for us to wait when I realized that I had called her my name. Crap I thought, mentally berating myself.

As Fang and I climbed into the sky, Total squirmed in my arms.  "Twilight Sparkle, can you believe it?  We're in Equestria!"  

I groaned.  "Not now, Total.  Wait until the flock gets here."   When we had climbed to about four hundred feet (yes, it matters), I looked around for the others.  Off to the right, I could see Iggy and the Gasman making their way towards us.  Gazzy was chattering excitedly as they flew.  I spotted Angel and Nudhe approaching from the opposite direction.

When they got close enough, Gazzy yelled, "Guys!  I saw Ponyville!  We're in Equestria!"

Iggy moaned.  "He's been jabbering about that since we lost the flyboys.  Please tell me he's joking."

He isn't, Iggy.  We just saved Twilight Sparkle from the flyboys.  We actually are here."  Iggy lost the little color that remained in his face when I informed him of this.  Nudge, however, didn't seem to grasp the gravity of the situation.

"Oh.  My.  Gosh!  This is so great!  I mean, I didn't think Equestria was real, but since we're here it must be!  Oh man, I wonder if Pinkie Pie's around?  I have to meet her!"

"No," I cut her off before she could build up too much momentum, "We can't go messing around with all the ponies.  We have a job to do, and the quicker it can be done, the better.  Besides, we don't even know if they're anything like their show personalities."

"But-"

"No buts!" I interjected for ka second time, "We're gonna go meet Twilight and then plan our next move.

I was pretty sure I heard her mumbling something about meeting my favorite pony, but I descended to the place where we left Twilight before they could argue even further.  Scanning over the treetops, I quickly spotted the purple mare and angled through the branches.  A couple stray twigs whipped my face and arms as I plowed through them.  I flared my wings and landed in front of her, while the rest of the flock fell therough the trees to land behind me.

"Um... hey," I began awkwardly, "I guess we should go ahead and introduce ourselves.  I'm Max, Maximum Ride, this is Fang, Iggy, Nudge, the Gasman, and Angel."   I indicated each of them in turn.  Then I froze.  We never give our real names, so why had I given them so freely to a pony?  

Twilight nodded to everyone and smiled.  "Well my name's Twiligh Sparkle, and this is my assistant, Spike."  Her smile faded as she turned back to me.  "But you already knew that, didn't you?  Didn't you call me by my name as you flew off?"

I took a deep breath and tried to keep my voice under control; lying to another person is no problem.  Lying to a pony, however, makes you feel like scum.  "No, I don't know what you're talking about."

The mare didn't push me, but her pensive expression told me that she didn't buy it.  Instead she said, "Anyway, I have a lot of questions for you.  For instance, what exactly are you?  Where did you and those other monsters come from?  I've never seen anything like you or them.  Also, why did you kill those things?  Was that really necessary?"

I sighed, I do that a lot nowadays.  "It's a long story, and I'd like to discuss it somewhere far away from here."

She grinned at this.  "In that case, it's quite a walk to my home.  We can talk on the way there."

I stared down at the unicorn, her head was tilted upwards to meet my eyes.  "You would let a bunch of unfamiliar, possibly violent creatures into your home?"

"You don't exactly seem to be the cold-blooded killer type, all evidence to the contrary, and besides," she fixed me with a glare that managed to intimidate even me, "I can take care of myself."

Unfortunately, I immediately replied just how I usually do when threatened.  "Right, like you 'handled' those flyboys."  Even before I got all the words out, I heard the flock groan.  Sure, they are all as snarky as I am when faced with egotistical megalomaniacs (Yay! Big words!), but this was a pony we were talking to.

She blushed a bit when I said that.  "They caught me by surprise!"

I chuckled.  "Never mind, let's just go."  I let her take the lead, with Spike on her back eyeing us quizzically.

Angel I thought Tell them to keep an eye out for flyboys and stay close.  This could still end badly.  She nodded, indicating that she had "heard" me.  Having a six-year-old mind-reader can be terrifying, but she sure can be useful.

"Maybe we should start with those flyboys you mentioned.  What are the?" Twilight asked, eager to change the subject.

"They're robots, designed to hunt us down," I said, then launched into a summary of our life so far, with the rest of the flock adding their memory of events when mine failed.  As we were talking, I thought of the situation we were currently in.  We were in Equestria a fictional world created by a woman named Lauren something.  We hadn't read much fanfiction ever since Gazzy found one involving baked goods that reminded us a little too much of real life, but this sounded like the plot of a particularly bad one.

Twilight, for her part, had remained silent during our narrative, only her face betrayed her building shock at our words.  When we neared her tree library thing as the sun was sinking low in the sky, she turned her head to face the dragon riding on her back.  "Spike, go get the others."  

As he hopped off and ran through the empty streets, I cast a confused glance in Twilight's direction.  "Others?"

"My friends.  Let's just call it insurance.  I'm still not sure I trust you, so I'm going to hace them come over while I explain the situation to the princess."  Then she facehoofed, she actually facehoofed.  Twilight Sparkle facehoofed right in front of- *ahem*  "Of course, I just sent my only connection to the princess off to find my friends."  

She let us in and we gasped at the sheer volume of books adorning the shelves.  Most weren't even shelved, simply strewn around on various tables arranged throughout the interior of the library.  It felt as though we were in imminent danger of being crushed by an avalanche of theorums and obscure history lessons.  As messy as it was, however, there wasn't a dog-eared page or bent spine in sight.  All the books were lovingly maintained.  Twilight noticed our looks and grinned cheekily.  "Sorry, if I had known I was getting inter-dimensional guests I would have tided up a bit."  That sarcasm, that's what I love about this mare.  "Make yourselves comfortable.  I'm going to start a letter to-"

A yell of "Hi everypony!" from a vase in the corner of the room stopped her in her tracks.  A certain pink party pony jumped from said vase and introduced herself.  "I'm Pinkie Pie!  What I mean, who are you?"

Before we could answer Twilight interjected.  "PInkie!  How did you- nevermind.  Spike couldn't have gotton to Sugarcube Corner yet, how did you know I needed you?"

"My left foreleg twitched twice and then my back right knee itched, so I knew we were doing another crossover!"  Seven pairs of eyes stared incredulously until Nudge ran over.

"Oh gosh, Pinkie!  Hi, I'm Nudge, I've wanted to meet you since forever!"  This drew a thoughtful look from Twilight, and I winced.  The two began talking at lightning speed, switching topics faster than I had ever thought possible.  I whipped around when I heard Iggy's anguished scream.

"Dear God, there's two of them," he groaned.

Even Twilight laughed at that as she was fumbling for a quill and roll of parchment.  We sat down on the floor and tried to gather our toughts as the unicorn began writing.

"Max," Gazzy whispered, "Do you think we can talk to Rainbow Dash?  I mean, we're going to meet the Rainbow Dash!  I can't wait!"  It was hard to remember he's only ten sometimes.  I realized that I needed to just let him be a kid sometimes.

"Yeah, Gazzy," I whispered back, "but you can't act like you know her.  They probably won't react kindly if they find out about the show."  He shot me a beaming smile that melted even my ice-cold heart, until I heard the Voice chime in, that is.

I'm proud of you, Max.  You're learning to go with the flow."

I scowled inwardly.  Something about you just puts me in a bad mood.  I heard a laugh, but otherwise he/she/it was silent.

I scooted over next to Fang who, shockingly, was sitting in quiet thought.  "So what do you think of all this?  Aworld of talking ponies is a new one, even for us."

He chuckled.  "I think," he began,"that I have officially gone insane."

I laughed and punched him lightly on the shoulder.  "You passed that point a long time ago."

"You love it."

I hugged him.  "Yeah, yeah I do."

"Aw, you two are adorable!" came a high-pitched voice from behind.  I shot up and took a fighting stance before I recognized the source of the voice; a certain pink pony who was now lost in a fit of hysterical laughter.  I felt my cheeks get hot and I knew I was blushing heavily.  "You... you should have seen your face!  You were all like 'Ahhh!' and then I-"  Her tirade devolved into uncontrollable (not to mention adorable) laugh-induced hiccups and I looked at Nudge.

"I had nothing to do with this, I swear."  I kept staring at her until she finally conceded.  "Okay, maybe a little."

"Aaaaaaand... done!" Twilight announced, completely oblivious to our antics.  "Now if only Spike would get back with-"  She was abrubtly cut off by the door's deafening report as it slammed open, introducing a cacophony of new voices to the previously semi-quiet library.

"Twilight, I couldn't find Pinkie.... Oh, she's here."

"Who do these aliens think they are?!  I'll teach 'em a thing or two!"

"Simmer down there, sugarcube.  Spike said they saved her."

"Yeah!  From others like them!"

"Hey, don't go judgin-"

"Both of you, please!  You are both grown mares and you're arguing like foals!  Not to mention you're scaring Fluttershy!"

"Eeep..."

To our credit, none of us immediately squeled in fanboyish/fangirlish joy.  Instead, we simply stared, slack-jawed, at the newcomers. Until now, this all felt like a surreal fever dream; however, when the rest of the mane six and Spike arrived, we were forced to accept the reality of the situation.

About a minute of incredibly awkward silence passed until Rainbow Dash cocked her head to the side.  "Can't they talk?"

I stepped forward to break the ice.  "Uh... hi.  My name's Max, and this is Fang, Iggy, Gasman, and Angel.  Look, I don't know what all Spike told you, but I'm not going to go into it until Twilight gets word back from the princess."

At this, the unicorn levitated a scroll over to the baby dragon.  "Right.  Spike, would you mind sending this?"  One flash of green fire and several startled birdkid jumps later, the room was quiet once again.

I looked over the ponies standing before us.  Rarity was glaring disapprovingly at (I hoped) our choice of attire.  Applejack's eyes were flitting between each of us, but the only emotion she exhibited was curiosity.  Rainbow Dash was giving me a look that could only be described as sizing me up.  Fluttershy, however, almost made me melt into a blob of sappy feelings.  She was curled up in the corner farthest from us, her pink mane flowing down her quivering form.

I felt horrible for her, and was about to say something when I saw Fang move.  He didn't say a word.  He simply kneeled in front of the yellow mare and offered the kindest, warmest, most inviting smile I had ever seen on his face.  Actually, I had seen that facce once before, but it had been directed at me; I kind of felt a twinge of jealousy.  Fluttershy, on the other hand, responded with the ghost of a grin tugging at her lips.  When Fang saw this, his smile widened considerably, which was shocking.  We were all prettey sure that the whitecoats had given him the "unable to visually emote" gene.

Suddenly, he threw his arms around the little pegasus and drew her into a deep hug.  She froze and became stiff for a moment, but soon relaxed and returned the gesture.  We couldn't believe our eyes; Fang had never done something like this outside of the flock, and even then it was extremely rare.

When they finally broke apart, Fang was grinning wide enough to rival Pinkie's best, and Fluttershy seemed almost amiable towards the rest of us.

Spike's burp and subsequent  eruption of fire broke the silence and revealed a new scroll.  Twilight quickly snatched it up and skimmed its contents, mouthing the words as she went along.  When she finished, she rolled up the scroll, set it aside, and said, "It seems that I might have seriously misjudged you all, but Princess Celestia wants to meet you.  She is sending a chariot to pick us up, and you all are welcome to come along."  She said that last bit while lookin around at her friends.

"Thanks," I quipped, giving my wings a shake, "but we prefer to fly under our own power."  Planes.  We hate them.  I'm pretty sure flying chariots wouldn't be much better.

Rainbow Dash perked up.  "Speaking of flying, how about a race?"

"Really Rainbow?  Y'all jus' met a brand new species and all ya kin think about is flyin'?" Applejack asked disapprovingly.

"C'mon, AJ.  I'm always thinkin' about flying.  Besides, I know a fast flyer when I see one, and I'm dying to know how she measures up to me.  So, Max, did you say?  How about it?  First one to Canterlot wins?"

I grinned, the cocky mare had no idea what she was getting herself into.  "You're on."  We started walking when Pinkie Pie piped up.

"I think this would be a good place for a scene change!  I mean, do you guys have any idea how difficult it is to write believable dialogue for thirteen different characters?  Let's give the author a break."  After a couple of confused glances in her direction, we decided to ignore the hyperactive mare and go outside to prepare for the chariot's arrival and my upcoming race.

----------

To say it awoke would be misleading.  Waking up would imply enough of a mind to sleep in  the first place.  It simply... stirred.  The mass of emotion hadn't felt much of anything since it was so forcefully expelled from that fool moon princess.  But now it felt the consciousnesses of a multitude of strange beings.

Dragging its sluggish, cloud-like body upwards, the vaporous creature made its way to the surface and the strange newcomers above.  When it arrived, it stayed underneath the ground and observed, confused.  It was so hard to think without a body and mind enslaved to its will.  Unfortunately, a number of the creatures fled, among them were the ones that displayed the most power.  One of them would have made a perfect slave, but that wasn't the confusing part.  What gave the monster pause was the fact that most of these new creatures had less of a mind than it, merely impulses that drove their entire being.

If it had anything resembling shoulders, it would have shrugged.  A creature such as this would be easy to bend to its will.  It flung itself at the nearest one.

----------

I opened my eyes and rejoiced.  This strange creature had been simpler to enslave than I had expected.  Resisting the urge to draw attention to myself, I took in my new form.  

I was bipedal, like the others nearby, but my body had been construed in some mockery of a wolf.  My possession had grown this form, as well as elongating its teeth and claws and darkening its fur.  Casting my thoughts inward, I discovered that my skeleton was made entirely of some sort of metal, explaining the creature's simple mind.  Obviously, it was some sort of machine.  I was impressed by how far technology had come.  A sharp voice interuppted my brooding.

"Unit twenty-six!  Why aren't yo- What..."

I turned to observe one of the smaller, actually intelligent creatures frozen in its tracks.  "Ah so you can speak."  I was disappointed with my new voice; it was too artificial and scratchy.

"What... what are you?"  How cute, it was trying to keep sounding authoritative to save face in my presence.  Maybe it was a leader of some sort.

"You may call me..."  What was my name?  In the princess's body I had been Nightmare... something.  It would have to do.  "Nightmare."

The creature, I am assuming female, judging by the tone, said, "Well, Nightmare, perhaps we can make an alliance, of sorts.  Allow me to explain our current situation, and possibly you could shed some light on where we are."

"Very well," I snapped, "But know that if I become displeased than I will not hesitate to strike all of you down merely for disturbing my rest.

A/N  FINALLY! I am so sorry with how long this took.  Hopefully a sort-of-not-really long chapter will sort-of-not-really make up for it.  A lot of things have been conspiring against me to keep me from doing this (band trip) but now that I have OSS (not my fault) I finally had time to get this out there. Love ya!