• Published 9th Sep 2012
  • 14,691 Views, 616 Comments

Flipside - Bed Head



A retelling of the first two episodes in an Alt. Universe. Spike is the pony, Twilight the dragon.

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Chapter 11

Chapter 11

If somepony had told Spike that morning that he'd be running full-tilt toward the most feared place in Equestria, he'd have laughed non-stop for days.

As his lungs burned in his chest, his mind was trying to process why he was doing just that. Time Turner and Cheerilee were just a little ahead of him. Thunderlane and Ditzy Doo flew overhead, wings pounding to keep up. While Twilight clung to his mane in a desperate bid to avoid being flung from his back. None of them seemed to provide any answers.

Somehow he'd found himself caught up in the moment. Now he was chasing after a crazy stallion that actually thought entering the Everfree Forest was a good idea. Even in the dead of night, he could make out the thick trees up ahead. Though it hardly mattered, Spike realized he was on the same path he'd followed to Fluttershy's earlier that day.

"Big Mac!" Cheerilee suddenly shouted, somehow pushing her hooves faster. "Wait!"

Spike's eyes managed to focus past his exhaustion. The giant, red earth pony was standing at the forest's edge. He turned at Cheerilee's shout and gave a solemn nod to the five ponies as they ran up. Finally stumbling to a halt, Spike gulped down as much air as he could and resisted the urge to keel over on the spot.

"Everypony," Big Mac greeted them simply with a slow nod.

"Now Big Mac, I'm hoping I misheard you at the hospital," Time Turner fretted, taking a few measured steps forward. "I would have sworn you said you were going into the Everfree."

"That's cuz Ah did," Big Mac confirmed with another nod. "There's a chance to help Apple Bloom in thar. Ah'm gonna take it."

"Am I the only one that thinks that's nuts?" Spike coughed out before taking another raggedy gasp.

"I wouldn't have put it so bluntly, but Spike... er, Mr. Prose..." Time Turner trailed off and looked to the unicorn.

Spike simply waved a hoof to the scheduler, urging him to continue. With everything else happening he found himself unable to care which name was used.

"Spike has a point," Time Turner summed up. "The Everfree Forest is incredibly dangerous!"

"Yeah," Thunderlane agreed from overhead, bobbing slightly as he hovered in place. "You can't just go running in on your own!"

"Thank you," Time Turner said with a grin. "That's exactly my point."

"So I'm going with you," Thunderlane stated, landing in front of the red stallion.

"What?!" Spike, Time Turner, Twilight, and Cheerilee all shouted at once.

"Me too!" Ditzy cheered, almost face-planting as she landed.

Big Mac just smiled to the two pegasus ponies and gave them a nod. Spike's eye twitched involuntarily as he rubbed his forehead. Suddenly it seemed so clear to him that these three ponies were crazy. Based off Cheerilee's slack jaw and Time Turner's stunned expression it was clear he wasn't the only one that thought so.

"Please tell me you three aren't serious," Twilight pleaded from Spike's back. "I mean, it's the Everfree Forest! I don't think anypony is even sure what's in there!"

"But it's the only chance Dinky might have," Ditzy muttered, both her eyes looking away (though in different directions.)

"Let's not be hasty," Time Turner said, beckoning to the trio with his hoof. "I sent Rainbow Dash to Canterlot, remember? It's only a matter of hours before the Royal Guard is here—"

"What if we don't have hours?" Thunderlane cut him off, his wings giving an impatient flap. "How long do you think Nightmare Moon is just gonna let the elements sit around? She could be heading for them right now!"

"And if she gets 'em..." Big Mac's voice felt heavy as the implication hung in the air.

Everypony was silent for a moment, before Cheerilee moved toward the other three. She gave Time Turner and Spike a sad little smile before taking a stand next to Ditzy.

"Cheerilee?" Spike gasped out, eyes going wide. "Not you too!"

"Most of the cursed foals are my students," Cheerilee answered. "I can't just abandon them."

Spike looked to the only other sane stallion in the group. Time Turner was biting down on his lip as he looked at the other four.

"I can't believe you're all going through with this," he said, shaking his head. "Spike's right, it's sheer insanity! Have you even thought—"

"Hey, nopony is making you guys come along!" Thunderlane interrupted as his wings flared defensively.

Time Turner fell silent, his mouth snapping shut like a mouse trap. Spike cringed as the pegasus stallion's glare fell across him as well.

"If you're not gonna help, then go back to the hospital or something!" Thunderlane carried on, folding his wings back as he turned toward the forest. "The rest of us don't have time to waste."

Cheerilee reached a hoof toward the weather pony only for him to dash off. Before anypony could blink, his dark coat was blending into the shadows of the trees.

"Thunderlane!" Cheerilee shouted, chasing after him.

Big Mac hurried as well, crossing the threshold of the trees along with Cheerilee. Ditzy gave Spike and Time Turner one last, sad look before running after them.

Spike remained in a stunned silence for a second before looking to Time Turner. The tan stallion's head had lowered to his chest as he sat in place, unmoving. Twilight slid from her friend's back, plodding over to the scheduler and patting him on the side.

"I guess we should head back then?" Spike asked, not sure what else to say. "I mean, the Royal Guard will want to hear about what's happened—"

"No," Time Turner said, releasing a heavy sigh as he stood up.

"Excuse me?" Twilight asked, taking a step back.

"In good conscience, I can't let four Ponyville citizens run around the Everfree," Time Turner explained, stamping his hoof. "At least, not without a guide. Barring Fluttershy I probably know the most about the forest."

"What?!" Spike asked before noticing the apologetic smile the other stallion wore. "But how would—"

"I accompanied a Canterlot survey team last month for some town business," Time Turner explained before giving them both a quick nod. "No time for details though. When I come back, I'll tell you the whole story!"

Spike tried to protest, but the earth pony had already taken off. A small dust cloud was the only sign of his leaving.

He wasn't sure how long he stood there, staring at where Time Turner had been. For several minutes, or possibly only a few seconds, there was only silence.

Then Twilight turned to him with worry growing in her purple eyes.

"So..." she managed to whimper out. "What are we going to do?"

The unicorn looked from his friend to the forest trail, unsure how to answer. He could feel the urge to turn and run filling his limbs. Spike could remember the town well enough. The train station wasn't too far, and he wouldn't even need to pass the hospital.

But something kept him anchored in place. The looks on the faces of the five ponies running into untold danger.

The only five ponies that had been willing to listen him.

"You're going after them, aren't you?" Twilight guessed.

Spike looked to the baby dragon. Her claws were twisted together in worry. He tried to give her a smile, running a gentle hoof over her head spines. The stallion just nodded as she looked up to him.

"I'm going with you!" Twilight insisted.

"Twi—" Spike began to protest.

"We're partners, aren't we?" Twilight continued, causing Spike's mouth to snap shut. "If something happened to you I'd... I'd be..."

She trailed off and wiped at her eyes. Spike looked back to the dark forest and tried very hard not to think about what Twilight was getting at.

"It's... uh... it's gonna be dangerous," he pointed out, his hooves trembling. "You sure you don't want to wait at the library?"

The familiar feeling of claws on his back was the answer. Twilight wrapped her little arms around him and smiled. Spike just let out a sigh, half-frustration and half-relief.

"You're staying close then, alright?" he said, starting for the trees.

Something howled in the distance, causing Twilight's grip to tighten. The moon overhead was soon obscured by the branches of the trees.

"No arguments here," she promised as Spike's horn lit up like a green lamp.


Nightmare Moon scowled as silver light faded from her eyes. The canopy of the Everfree Forest blocked the moon's light, and consequently her view of what was happening.

"Well, well," she mused, her tone flat and threatening. "It would seem some remember the story better than others."

Something registered at the back of her mind. A gasp of realization. The dark alicorn smiled inwardly as her body dissolved into black mist.

"Oh don't worry, dear sister," Nightmare Moon said as she swooped from the night sky toward the forest. "I'll make certain your little ponies learn just what a mistake they've made."


Spike looked to the leafy canopy above and swallowed hard. He suddenly wasn't sure which was worse. The idea of Nightmare Moon watching him, or the total darkness of the Everfree Forest. Even looking back he could no longer see the edge of the trees, as though the shadows had swallowed up his path to safety. He couldn't even tell how long he'd been walking for.

Twilight shivered on his back, and Spike tried to focus on her. The familiar, reassuring weight of the dragon drew his attention away from the claw-like branches above. His horn shone a little brighter, the green light pushing the shadows back a little more.

"Guess the others must have gotten further than we thought." Spike tried to lift the mood, his voice barely breaking the silence. "They're pretty fast, huh?"

"They've got a good reason to be," Twilight answered, before suddenly jabbing a claw at the ground. "Spike, look!"

The stallion was more than happy to look at something other than eerie trees and shrubbery. His eyes hurried to the grassy trail, where he could see his magic light playing off an impression in the ground. He leaned closer, squinting to make it out.

"A hoof print!" he realized, eyes following the direction it seemed to go. "Good eye, Twi!"

Spike smiled, seeing more tracks heading in the same direction he was. The stallion broke into a trot, his eyes moving between watching where he went and the new trail. A chill breeze blew through his mane as curls of mist appeared between the trees.

"Spike, do you hear that?" Twilight asked, cupping a claw by her ear fins.

Spike slowed his hooves, listening carefully. A lone voice echoed in the distance. So quiet the unicorn couldn't even be sure he was hearing anything.

"Maybe?" he answered, the mist getting thicker around them. "You think it's the others?"

"I really hope so," Twilight responded, waving a claw. "Maybe you should turn up the light? They might see us."

Spike concentrated, trying to brighten the glow of his horn. Magic poured through him, light extending outward, but the fog almost seemed to swallow it up. Spike bit his lip as he looked around, the trees getting more and more difficult to see.

"I think this is as good as it gets," Spike informed his assistant, panting a bit from exertion.

He moved forward a few more cautious steps. The voice sounded again, faint and distant but familiar.

"Cheerilee?" Twilight shouted, causing Spike to jump in surprise. "Cheerilee is that you?"

The voice almost sounded like it called out in response. A second voice called out, just as indecipherable as the first. Spike twisted in place, struggling to place where it was coming from.

"Something is really wrong here..." he whispered.

The fog was still growing thicker, Spike's light barely making it past hoof-reach. He stumbled a few more steps, halting as a tree popped into view in front of him. He looked to the ground for the tracks, but found only a blanket of white under his hooves. Still the voices called out around him, warped and distant but almost recognizable.

"I can't see a thing in all this!" Spike complained, head snapping about to find some landmark. "Wouldn't Ditzy or Thunderlane have cleared this if they came this way?"

"The Everfree Forest is different, remember Spike?" Twilight reminded him with as he kept backing up. "The weather works on its own."

"Yeah, but that doesn't-OOF!" Spike was cut off as his rump collided with something.

The branches of the tree he'd run into swayed with the impact. Claw-like twigs scratched across his rear. Spike yelped in surprise and pain, leaping away from the offending flora and hopping around in pain. Twilight's claws gripped tighter to avoid being thrown off by the sudden bucking.

"Are you okay?" she asked as Spike finally stopped hopping around.

"I think so," he said, a scowl on his face. "Ugh, this is worse than... than..."

Spike trailed off, his jaw going slack.

"What, Spike?" Twilight asked, waving a hand in front of the stallion's face. "What's it worse than?"

Spike shushed her and closed his eyes. His ears twitched a bit as the distant voices seemed to become more and more desperate. Underneath them, as though hiding in the background noise, he could almost hear something: A soft chuckle.

Something came back to him. Wandering through a bank of fog as a colt on the playground. Mocking laughter carrying around him.

Spike's eyes snapped open with a gasp of realization. The light around his horn shifted, and the mist suddenly began to pull away.

"It's worse than second grade!" he realized, the light around his horn blazing like a candle. "Sit tight, Twi, I think I know what this is!"

Lines of green magic raced through the mist around him. Spike took a deep breath, pouring as much willpower into the spell as he could as a blinding flash of green filled the area. The chuckle ceased and was replaced by a scream, a pair of raging eyes flashing into view for the briefest moment.

Spike lowered his head, panting for breath. The fog was thinning and fading away, his own light spreading further and further.

"THUNDERLANE! CHEERILEE!" Ditzy's voice suddenly shouted right in Spike's ear. "CAN ANYPON—"

The pegasus stopped as she saw the purple stallion and dragon laying on the ground before her. Both of them had their ears (or ear fins in Twilight's case) covered and were wincing in pain.

"Spike!" Ditzy cheered.

"Ouch..." Spike groaned as the mare suddenly pulled him back to his hooves.

"Ditzy Doo?" Thunderlane's voice sounded from above.

The dark stallion floated down from a nearby tree branch, looking around in confusion. More and more of the fog burned away, and Spike could see Time Turner flicking a few drops of moisture from his tail. Cheerilee and Big Mac both walked over from only a little further off the trail.

"What just happened?" Cheerile asked, rubbing her head with one hoof.

"I'm not entirely sure," Time Turner admitted with a shake of his head.

"Uhhh..." Big Mac started to say something but then closed his mouth.

The farm pony simply pointed a hoof over to Spike and Twilight. Spike tried to smile as four-and-a-half pairs of eyes locked on him. Only the lazy-eyed Ditzy returned the grin.

"You're here! Time Turner and Thunderlane thought you were gonna go find someplace safe to wait for us," Ditzy spoke at a mile a minute. "I told them you'd want to follow and we should wait—"

Spike was silently thankful as Thunderlane put a hoof over Ditzy's mouth. The feeling vanished as the weather pony gave him a look that seemed equal parts confusion and suspicion.

"Something wrong?" Spike asked, trying not to seem nervous.

"Honestly? I just can't figure you out. First you call us crazy, but then you followed us anyway?" Thunderlane pointed out, taking a few steps closer. "TT I can get, but you're not even from Ponyville. Why the sudden change?"

Spike swallowed hard. He managed to squeeze out a dry, almost painful chuckle as he took a step away from Thunderlane. The memory of what happened at the hospital was all too fresh. Somehow an answer that seemed so simple earlier sounded ridiculous as he tried to bring it to his mouth.

"W-well I'm a reporter, remember?" Spike answered, throwing out the first reasonable thing his mind came up with. "Five ponies versus Nightmare Moon? Can't let a story like this pass by..."

He trailed off as Thunderlane rolled his eyes and let out a disgusted sigh. The others all exchanged glances at that answer as well. Twilight's claw poked the unicorn in the ribs, and Spike lowered his gaze in shame.

"P-plus you're the only ponies in town that don't hate me," he said, closing his eyes. "I want—I wanted to at least try and help."

There was silence for a moment before a gentle wing fell across his back. Spike looked up to find Ditzy smiling at him as she ushered him closer to the group. Thunderlane's gaze shot to the ground with a grimace.

"Why not give him a chance, Thunderlane?" Cheerilee encouraged the pegasus stallion. "It looks like he cleared that fog away after all."

"Yeah, I don't get that either," Thunderlane responded, raising an eyebrow. "Ditzy and I couldn't budge it! How could a unicorn shift that stuff?"

"Maybe he's part pegasus?" Ditzy guessed, one of her eyes drifting to Thunderlane.

"I don't—what?" Thunderlane just shook his head in disbelief.

"It's because it wasn't fog, right Spike?" Twilight suddenly spoke up, her eyes lighting with comprehension. "It was a spell, wasn't it?"

"You got it, Twilight," Spike answered, a warm spark of pride growing in his chest. "The 'Wandering Mist.' Trixie's old favorite."

Spike smiled and looked away from the dragon, only to find the others giving him confused stares.

"Wanderin' Mist?" Big Mac asked, apparently speaking for the rest of the group.

"It's an illusion spell," Twilight explained, shivering a bit. "A thick fog that you can't see or hear anything in. Somepony could be yelling right in your ear and you wouldn't notice."

Ditzy blushed a bit and scraped her hoof against the ground.

"I didn't think my sense of direction was that bad," Time Turner muttered before clearing his throat. "So how is it you knew how to counter it?"

"Because it's literally foal's stuff," Spike bragged, unable to resist polishing one hoof against his chest. "I dealt with schoolyard bullies in second grade that used that one on me!"

"Yeah, but you never had to live with one of them," Twilight commented dryly, pinching Spike's ear again.

Spike winced, but his boasting had already had an effect as a few smiles appeared. Even as Thunderlane rolled his eyes he seemed significantly less annoyed. Ditzy's own face suddenly brightened up.

"Oh my gosh!" she gasped, wings flapping in excitement. "If Spike could get rid of that fog, do you think he could cure Dinky and the others?"

The sense of pride that Spike had been nurturing sputtered out. Ditzy's expectant eyes both managed to focus on him.

"I..." he lowered his eyes away from Ditzy and bit his lip. "I'm sorry. That 'Illusion Ender' is the best spell I've got..."

Ditzy's face fell and her wings slumped to match. Cheerilee patted her on the back and gave both her and Spike an encouraging smile.

"Don't worry, Ditzy, there's still the Elements of Harmony," she said as the other mare nodded in response. "And thanks to Spike we still have a chance at finding them."

"Not to mention that spell of his kept us from wandering off the trail," Time Turner chimed in with a smile. "Best to get moving if everypony is ready."

"The sooner the better if you ask me," Thunderlane agreed, taking to the air with his wings. "I don't want to stick around if that mist comes back for a round two."

Time Turner gestured down the trail, and the others began moving. Spike and Twilight exchanged a smile and quickly fell into step with the group.


Nightmare Moon was seething as her misty form weaved through the trees.

"Foal's stuff" he'd called it. A spell she herself had created was reduced to a child's plaything!

The very idea combined with how easily he'd dispelled the mist was enough to drive her even crazier. Celestia's silence wasn't helping matters. The other alicorn was either just as stunned with the turn of events or suppressing a laugh.

Nightmare Moon assumed the latter.

"Well, they can't say I didn't try to be merciful first," she growled, sensing as the group of ponies took off once more. "From now on I'll just need to be a little less subtle."

She darted off ahead, past the trees and breaking into the moonlight once more. A smile crossed her ethereal face as she found what they were walking toward.


Spike's green light shone as bright as he could hold it, illuminating the half-formed path ahead. There was something about being with the group that made even the Everfree Forest seem less threatening. A sensation that the others seemed to share now that they were clear of the fog.

Ditzy was bobbing a bit in her flight path, a spark of hope in her eyes as she pressed ahead. Thunderlane just seemed focused on not crashing into her as she hummed softly to herself. Cheerilee brought up the rear of the group alongside him, a slight spring to her step. Time Turner and Big Mac were leading the way, both of their strides confident and quick.

The trees were quickly thinning around them, only adding to his feeling of ease. Spike looked up as they broke free of the tree line, finding themselves under the full moon again. He quickly stumbled to a halt as his gaze went back to ground level though. Cheerilee's spring stopped cold alongside him.

"No offense, Time Turner..." Cheerilee spoke up, looking at where they'd been lead to. "But are you certain this is the right way?"

The teacher's apprehension was understandable. Not far past the trees was the edge of a cliff. Spike couldn't guess how far a drop it was, nor was he willing to get close enough to check. Thunderlane hovered over it, letting out a low whistle.

"One of the surveyors said he spotted something from this point," Time Turner explained, walking closer to the edge. "He said it looked like an old tower. Unfortunately a freak storm started and we had to find cover before anypony could confirm."

"So that might have been the castle?" Twilight guessed as Spike took a few nervous steps closer.

"It's certainly the best bet we have to go on," Time Turner pointed out, eyes squinting. "Now we just have to try and spot it. Let's see..."

Big Mac and Cheerilee quickly joined their fellow earth pony at the edge. Spike sat a few hoof steps back, the light from his horn shining a bit brighter. Ditzy and Thunderlane still floated overhead, the stallion occasionally flying out over the drop a bit before circling back.

"You see anything yet?" Twilight asked, standing on Spike's back with her claws knit through his mane.

"Yeah, a whole lot of trees," Spike answered, turning the light up a little more. "Maybe something grew over the tower by now?"

Spike noticed the dour glare Thunderlane was giving him and quickly fell silent. Ditzy suddenly gasped and spun around in mid-air.

"Do you see it, Ditzy?" Thunderlane asked, flying closer to the mare.

"No, not the tower," Ditzy responded, shaking her head. "I thought I saw something else."

"Something else?" Spike asked, decidedly not liking the sound of those words.

"This might be important, Miss Doo," Time Turner said. "What sort of 'something' was it?"

"I dunno," Ditzy said with a shrug. "It just kinda looked like a shadow."

"Probably Spike's night light playing tricks with your eyes," Thunderlane guessed before wincing. "Uh, no offense."

Spike clenched his jaw to keep from laughing. Ditzy seemed more confused than offended but gave Thunderlane a pat on the head all the same. Big Mac suddenly jerked his head up, a worried frown crossing his face as he poked at the ground with one hoof.

"Anypony else feel that?" he asked, looking to the other ground-walkers.

"Feel wh—" Spike was cut off as he felt something shift under his hooves.

A horrid rumbling sound filled the air. Twilight gasped as cracks began to appear in the ground under them. Some dark, swirling substance seeped through, pushing the gaps further apart.

"Run!" Time Turner's voice broke in over the sound of the cliff crumbling.

Big Mac was the first to act, snatching up Cheerilee's tail in his jaws. With a swing of his powerful neck muscles, the school teacher was sent sailing back toward the trees. She landed with a startled cry amongst some bushes, well past the danger zone.

Spike could feel the death grip Twilight had around his neck. He pushed himself as hard as he could but his legs felt like they were moving in slow motion. Like a horrible nightmare that he simply couldn't run from.

The crack of stone separating from stone rent the air, and the whole world fell away.