• Published 10th Mar 2013
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Flim and Flam and the Road to Old Donado - KFDirector



Flim, Flam, and Trixie break probation to seek a lost city in hopes of winning fabulous wealth before any real heroes show up.

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The Six-Hundred-Sixty Length High Club (Part One)

The morning was still young, but the city barely slept, and certainly never slept in. Everypony had a place to be, and for some reason apparently nopony was there yet, as Trixie and the brothers struggled against crowds trying to go in every direction but theirs. Even the seagulls flocking above and swooping below seemed to be busy for busy-ness’s sake, although that didn’t stop one for making a play at Trixie’s street-cart breakfast of fried ice cream.

The sudden appearance of a small force field around the food, thrown up with a reflexive skill honed by a childhood in an orphanage with the likes of Flim and Flam, thwarted the gull and bounced him into a passerby’s saddlebag.

“Yes, yes,” Trixie muttered, as the brothers continued to force through the crowd ahead of her. “So glad we could leave behind the Fleabag Arms so we could hurry up and fly steerage.”

“Steerage?” Flim called back, without turning his head, needing his physical attention entirely on the crowd. “We’re not flying steerage, old girl. First class.”

“What?” she shouted back. “How in the hoof can we afford first class?”

“You’d be surprised how much money you can save by not actually paying bills.”

“Mind you, it’s not great first class,” Flam added, as he forcefully shoved aside a trio of giggling schoolfillies who were blocking his path. “Just the one stateroom and places at the table come mealtime.”

A few minutes more and they burst out of the press of the crowds and found themselves on the airship docks.

“We’re looking for…the RMS Moon’s Proud Glow,” Flam said, reading from the tickets. “That should be right over – ”

A dozen pegasus ponies in Night Guard uniforms cantered by. “We need security sweeps on all outgoing ships! They’re not getting out of this city on our watch!”

The three let silence linger for a moment as the Night Guards split into pairs and moved for the individual airships.

“…that was probably about us, wasn’t it?” Flim asked.

“It usually is,” Trixie sighed. “We’ll need disguises. Come on.”

Twenty minutes later, three ponies trotted out of the public restrooms – two unicorn stallions with black manes, bright orange coats, and crudely-drawn smiley faces for cutie marks; one unicorn mare with a green mane, purple coat, and no thought to concealing her wand-and-crescent cutie mark.

“You two look ridiculous.”

“You’re not so well yourself. Green? Really?”

Trixie harrumphed.

“Anyway, this should get us pack the checkpoint. Unless we accidentally disguised ourselves as some other wanted criminals…again.” Flam sighed.

Their party approached the gangplank, at which only two ponies stood guard – one brown earth pony colt in a navy blue coat and white hat with a pencil in his mouth and a clipboard in front of him; one blue unicorn mare in a Night Guard uniform. Both looked bored; the ship was technically open for boarding by passengers but wasn’t scheduled to depart for hours, and it was not the way of most passengers to be early.

“Your tickets, please,” the earth pony asked, and was answered with three of them, delivered by Flim’s magic. “Misters and Miss Mane. Thank you for flying Whinny Star today.”

The Night Guard eyed them skeptically. Trixie and Flim and Flam smiled.

The earth pony stamped the three tickets with a small amount of luminescent potion, and was apparently satisfied with the results. “Welcome aboard.”

“Hold for a security check,” the Night Guard said, without much courtesy.

What the three were expecting to happen next was for the Night Guard unicorn to scrutinize them closely, while running through a small stack of photographs to see if they matched. What they were not expecting was for the unicorn to cast a quick spell, causing the dye on their manes and powder on their coats to glow unpleasantly hot and fall away, while Trixie’s mane-altering spell on her own head was suddenly dispelled. Nor, precisely, were they expecting loud klaxons to fill the air.

Once those things did happen, though, they were not altogether surprised to suddenly be encircled by pegasus ponies on hoof and on wing, spears out and ready.

“Well, horse apples,” Flim accurately assessed.

The other horseshoe dropped half a minute later, as a gold pegasus with a fiery mane in a jet-black uniform landed in front of them. Flim and Flam, who had spent a lot of time observing a particular unauthorized painted pin-up calendar, supposed that this mare was closely related to Spitfire.

“Spears up, boys,” the pegasus spat, as she brushed Flam’s mane with her wing. “A changeling spy’s got as much use for mane and coat dye as a pegasus has for a scooter.”

Hearing her voice, they were not dissuaded from their supposition.

“Still raises a question, though – why are you three boarding a ship in disguise?”

Flam cleared his throat. “It’s not illegal to travel incognito, ma’am.”

The pegasus looked into Flam’s eyes. Flam looked into hers. Flam therefore didn’t see a sucker punch coming from her foreleg, and he fell forward, pressing his hooves to his chest in pain.

“Stuff it, dirt-bound. I’ve got a city block leveled by a demon, a changeling spy loose in the city, and zero time for this crap. Now, if you missed it, the badge on my uniform says Royal Guard, not Night Guard, so the law means jack squat to me if I think the safety of Equestria’s on the line. Next answer I get better be real or you all can make your third try with the nice fellas at Cloudcatraz.”

Flim stared in horror for a moment, as did the earth pony working for Whinny Star.

“Please, Miss, we didn’t mean any harm,” Trixie cut in. “We were just boarding in disguise to make sure we could set up a surprise party for our employer without him noticing.”

“Really,” Spitfire’s relative asked, skeptically.

“Really!” Flim replied, having the presence of mind to sound like he meant it. Flam may have also replied, among his gasps for air.

“And this employer is…?”

Trixie didn’t hesitate. “Fancypants.”

The pegasus squinted. “There’s no ‘Fancy Pants’ on the manifest – ”

“Actually, madam,” the earth pony squeaked. “He is.” He mouthed the clipboard over for the Royal Guard’s perusal.

“…I see,” she admitted, reluctantly. “Well, can you prove that you’re his employees?”

“We…” Trixie eyed Flim.

“…we can, yes. Ah, can I reach into my saddlebag without getting a spear to the face?” The pegasus nodded. Flim’s magic produced a long scroll. “Ah, our real names are, in fact, Flim Flimflam, Flam Flimflam, and Trixie Lulamoon. You’ll find us mentioned by name in paragraph two, and our signatures at the very bottom…..”

She grumbled as she looked through the scroll for all of half a minute. “For the love of – I hate legalese. Dusksong, is this legit?”

The unicorn Night Guard whose spell had first sounded the alarm peered at the contract. “I think so.”

“Good. Fine. Back to your posts, boys.” She looked Flam, who was finally up on all fours again, in the eye. “I’d apologize for the inconvenience, but you were the idiots who thought you’d wear disguises past a security checkpoint. So I’ll just say ‘have a nice day.’”

A minute later, the three were trotting up the gangplank into the airship, tugging their luggage behind them.

“Good show, old girl,” Flam said, his breath fully returned. “How’d you catch Fancypants’ name on the manifest, at that angle?”

“Trixie didn’t,” Trixie admitted. “Trixie was expecting to have to immediately explain that he was traveling incognito as well, to protect the privacy of a certain fillyfriend of his, herself a mare of some importance. And then Trixie thought we’d improvise from there until we were either believed or a chance to escape came up.”

“But, as it happens, Fancypants is on this flight. That’s bloody inconvenient,” Flim muttered.

“…we still owe him money, do we?” Trixie asked, sighing.

“A hundred thousand plus interest and penalties, unless he’s still willing to take a performance and we can still get the band together to give him one.”

They navigated through the passenger deck and found their way to their stateroom. Compared to the Dew Drop Inn, their apartments, or in fact any place they had legally resided, ever, it was a significant improvement. There was hot and cold running water, the carpet and wallpaper had been installed by professionals who had very likely been mostly sober, and the beds –

“Trixie suggests that we avoid the problem by staying here the entire voyage,” the mare offered, while luxuriating in silk sheets, down duvets, and a mattress that had been alchemically adapted from a cloud for non-pegasus use. “Right here,” she moaned in something the brothers found uncomfortably close to ecstasy, as she sank a touch further into the not-quite-cloud.

“It’s a comfortable room,” Flim admitted, as he stretched out on his own bed. “But it would be a bit of a waste of first class, wouldn’t it? And we did actually pay cash for these tickets.”

“So what are you suggesting, brother?” Flam asked, as he nearly drifted off to sleep on the third bed.

“We just…well, he’s a reasonable pony! We just go up to him and explain the situation…”

“And lie a lot.”

“Well, obviously, we explain the situation and lie a lot, and I’m sure he’ll let us by. And then we can spend the voyage doing whatever we want, walking around like free ponies!”

“And then Trixie can go back to bed?”

“If she likes, yes.”


Finding many excuses to stay in their stateroom just a little longer, they didn’t actually go looking for Fancypants until the ship had disembarked four hours later, finding the blue-maned unicorn at a billiards table on a lower deck.

“What ho, Fancypants! What a surprise to see you here!” Flim called, smiling like an entire love-in.

The unicorn with three crowns on his flank eyed them with a neutral expression, magically setting down his billiard cue.

“Now, we know we’re a little bit arrears on our contract with you…” Flam began.

“But surely a generous stallion like yourself can afford us a little more time?” Trixie finished, nearly purring.

Fancypants blinked. “A little more time, yes, I suppose.”

“Wonderful! Are…are you going to insist on the penalty provisions, or can we still render services?”

There was another moment of hesitation. Three unicorns eagerly awaited the answer of one.

“I’ll be honest with you, little ponies, I’ve entirely forgotten about the whole matter. Why don’t you just consider the contract dissolved and the debt forgiven, and we’ll just call the whole thing off?”

The three stared for a moment.

“Well, I, I suppose that would be fine…wonderful, really….” Flim stammered.

“Very good.” Fancypants raised his cue again to line up his shot, and Trixie and the brothers took that as their cue to leave.

They made sure there was a good solid deck of ship between them and Fancypants before they spoke again.

“Well, buck,” Trixie muttered, and the brothers nodded, of one mind.

“Either the head of the largest trading company in Equestria managed to forget about a hundred-thousand bit contract that he personally arranged….” Flam began.

“Or ‘Fancypants’ is the changeling spy,” Flim continued.

“Argh!” Flam groaned. “Could this trip get any more complicated?”

Trixie’s eyes widened. “Hide!” she hissed, not waiting for them to comply before shoving the brothers into a side corridor with her magic. She joined them an instant later.

“And I said, ‘darling, I was hoping to have a flutter there – and with spots that large, I’d be taken for a native!’”

Two unicorn mares laughed uproariously as they trotted down the halls. The other, catching her breath, replied “Oh, Rarity, you are always such a riot!”

Trixie and the Flimflams watched as the well-dressed mares continued out of sight, and then galloped quickly to their stateroom, locking the door behind them.

“You had to say it, brother. You just had to bucking say it! Now our probation officer’s daughter is on the boat, too.”

“That – that cannot be my fault!”

“It is! Because the universe hates you, and you keep reminding it that you exist!”

“So much for relaxing,” Trixie grumbled, as she looked through her luggage.

“What are you saying, old girl? Now we have no choice but to hide here!”

Trixie turned back to the bickering brothers. “It is common gossip in Ponyville that Fancypants is dating Rarity. That they are both on board a ship in Manehattan, over a thousand miles from their homes, supports this. A changeling has replaced Fancypants. The changeling is very likely feeding off of Rarity’s love. Now, finish this thought, foals: ‘A changeling spy who evaded the Royal Guard took the place of a major unicorn captain of industry and fed off the love of one of the Elements of Harmony. Undetected by anypony aboard the vessel, the spy then proceeded to….’”

The twins stared in horror.

“Well, boys? Is the next part of the story something pleasant?”

“…the spy was redeemed by the love of somepony so pure?” Flam offered.

“Ah, yes. Of course changelings can’t abide purity in their food. That’s how the invasion of Canterlot was so easily thwarted, and why Princess Celestia had no difficulty stopping the changeling queen. They barely even needed Twilight Sparkle or her sister-in-law, Princess Whatever.”

“Cadence.”

“Gesundheit.”

“Well.” Flam cleared his throat. “What can we do about it? Do we know a spell to beat a changeling disguise? And by we, I mean Trixie, because I know Flim and I don’t. I could give it a wicked hangover, though.”

“No. Barely even can beat mundane disguises. Would like to know how the Night Guard did, earlier.” Trixie stamped her hoof on the carpet irritably. “We need to figure out what it’s up to.”

“We also need to stop it from feeding on Rarity. I’m sure that won’t starve it, but every bit of love we can keep it from siphoning is less that it can use for whatever dastardly deed it’s planning.”

Flim mused on this point. “Sounds like we need two teams, then. Flam and I will go undercover and distract Rarity – she’s sure to want to wander the ship, and enjoy the attention of interesting ponies, no matter how badly not-Fancypants would encourage her to retire to their stateroom. Trixie should shadow not-Fancypants and find out what he’s up to.”

Trixie raised a brow. “And why can’t Trixie be undercover?”

“Because Trixie can’t reliably use the first person singular without drugging herself.”

“…point.” She glared. “Trixie still finds it suspicious that your reasoning makes it your job to flirt with Rarity in disguise and Trixie’s job to sneak around the airship stalking a master spy.”

“Sorry, old girl,” Flim said, while getting out more mane and coat dye from his luggage. “See a speech therapist if you must.” He paused for a moment, noticing the audibly shocked silence from his brother and his old friend behind his back, and hung his head in regret. “I…didn’t mean it like that, old girl, I really didn’t.”

“F - forget it, just forget it!” she stammered, her voice choked with outrage and humiliation.

“It’s okay, Trixie, it’s okay,” Flam said, hugging her. “We love you the way you are. Flim was just having a Flim moment.” Flam shot his brother a nasty look as he turned around, and then sighed, his expression leveling out. “Now, everypony needs to settle down. It’s a long way still to Old Donado – well, probably, we don’t actually know exactly where it is yet, but you know what I mean – and if we’re going to get through this, we’ve got to stay on the same team.”

“Right,” said Trixie, drying her eyes on Flam’s vest. “And right now, that means stopping a changeling spy.”


Promise Sparrow, four year veteran of Whinny Star Lines, first class steward, hated everypony.

There occasionally appeared to be exceptions, but those always turned out to be something else layered on top of hate, rather than an alternative to it. For instance, he found in some ponies kindred spirits – and he hated them too, because they reminded him of himself. Other ponies he found useful or helpful – and he hated them, for enabling somepony like him to exist in the world. He hated ponies that went along with the system, for being sheep, and ponies that bucked the system, for getting in the way of his smoothly ordered plans. He hated stallions because they were competition and mares because they never showed interest in him. Earth ponies, because using their mouths all the time meant they were unhygienic; pegasus ponies, because feathers were annoying to clean; his fellow unicorns, because they never bothered to understand anypony else’s problems.

And while he respected the two orange-coated unicorn stallion brothers in sharp suits that were currently patronizing the bar, leaving fat but not insulting tips, and being the center of attention among the upper class twits it was his privilege to serve, he hated them particularly fiercely. Aside from the fact that they were blatantly nouveau riche, he wasn’t yet certain why, but he knew a reason would come to him. One always did.

He kept polishing the bar while waiting for his answer.

“I must say,” began the mustachioed brother, “traveling with this level of sophistication – both in facilities and in company – ” with the latter his gaze lingered just long enough on a certain national heroine to be significant – “is a privilege harder and harder to come by these days. Wouldn’t you agree, Boreal?”

“Quite, Austral, quite.”

Most likely, Sparrow decided, they had lower class roots – their long suit coats completely obscured their cutie marks. Servants and soldiers and officers would do such a thing as part of their uniforms, but for civilians to do so would imply some level of embarrassment over whatever they once had been. This annoyed and amused him at once – the brothers were lying to him, which he hated, and lying to the others, which he enjoyed.

“Oh? And how do you usually travel, good sirs?” The old money unicorns were letting Rarity take the lead, as far as Sparrow could tell – while the brothers had a way of seizing attention, most of their audience seemed a bit hesitant, still weighing the kind of company the brothers were.

“Mountain caravan, if you can believe – far too much business in the Alpacalachians of late. It would be frightfully more convenient if those ancient relics could turn up somewhere on Whinny Star’s service routes now and again – but no, always in the middle of nowhere.”

“And, sure, the llamas are amusing enough company, if rustic to the extreme, but try – just try,” the one calling himself Boreal cut in, “getting a creature with such thick wool to understand one’s need for a proper tailor.” He gave an exaggerated shudder, and the others, sensing that a joke had been told, laughed.


The odd thing, Trixie thought, is that not-Fancypants hadn’t even tried reclaiming the center of attention, either of the elites in general or of Rarity in particular. The best case, she thought, was that the spy was merely adapting to an undesirable situation; the worst case was that, by distracting the attention of those most likely to notice his strange behavior, Trixie and the brothers were playing right into the spy’s hole-ridden hooves.

For now, he had retired to his stateroom, but this did not much deter Trixie’s surveillance; drilling a hole through a wall had been her first step, before the brothers had even arrived in the ship’s parlor to steal the spotlight.

Sadly, the spy wasn’t doing anything so obvious as changing back to normal once out of sight, but he was up to…something, Trixie couldn’t tell quite what, only that it involved several different pieces of luggage and the stateroom’s sink.

She stopped, pulling her head back, and looked both directions down the hallway. If caught, there would be no explaining this. But there was no ready sign of the staff, and she leaned closer again. Something in the sink was bubbling – and in fluorescent colors, at that.

She muttered softly. “A potion, then? But for whom, doing what?”


Another employee of Whinny Star, whom Sparrow hated, sidled up next to him behind the bar.

“Well, Miss Orion?” Just because he hated the silver mare didn’t mean she didn’t have her uses.

“They’re not on the manifest, of course.”

“I thought not,” he replied, eying the bottles under the bar and wondering which would be the most suitable instrument of his wrath.

“But the fellows who they most obviously really are – well, they’re our sort.”

“You jest. They stink of new money.”

“They’re not even that. They’re not Whinny Star’s sort. They’re our sort.”

“Oh. Oh.” Sparrow smiled. “How…interesting.”

“And how is the capital these days?” ‘Boreal’ asked, while suspending a freshly-emptied glass with his magic. “Always meaning to take the time to actually see some of somepony else’s museum pieces, but, well, our list of obligations is longer than that of Photo Finish’s faux pas last autumn. Ah, my gratitude good sir, my gratitude,” he said, as his glass was filled. He took a long, satisfied swig, and smiled.

Rarity gave half a smile. “Why, good sir, I wouldn’t have taken a gentleman as sophisticated as yourself for a drinker of cider.” The old money stared in something in the same kind, though not quite the same degree, as horror.

‘Boreal’ looked down at his glass. No wonder it went down so much easier than the first four rounds. He looked back up and gave a smile and a shrug. “And I wouldn’t have taken a firm as illustrious as Whinny Star as a server of cider. Seems we’ve all learned something regrettable about ourselves today.”


Not-Fancypants was out of the stateroom now, and Trixie was following – cautiously, an intersection behind. She ducked behind another corner, nearly spotted, when he turned aft instead of fore, as she would have guessed – making his way to the galley, she realized, after the fact. She gulped, and steeled her courage – this was the part of the story where things were likely to get unpleasant.

Rounding the corner again, she didn’t precisely follow not-Fancypants – figuring on the galley as the only place he was likely to be going, she thought a shortcut might be a better idea. Of course, it would require passing through the crew-only corridor, but the odds of being intercepted by one of the crew in this short distance were –

“Excuse me, Miss? Are you lost?”

She sighed, got over it, turned, and smiled brightly. “Why, yes. The chef? Trixie must inform him of certain dietary requirements for tonight’s dinner.”

The pegasus colt in the Whinny Star uniform blinked. “Oh, I can relay that for you, Miss.”

“Oh, excellent! Please tell him that Trixie is unfortunately afflicted with anatidaephobia, triskaidekaphilia, and sucrose-dentia. Surely the implications for the meal are most obvious.”

“Hold on – ‘anna today what?’”

“Oh, my. Can you remember all that? Or perhaps write it down?”

“Erm…” the pegasus looked around helplessly for a pen.

“…perhaps Trixie should just take care of it herself?”

The colt laughed nervously. “I’m sorry, that would probably be for the best, Miss. The galley is right down that way, you’ll find the chef there.”

Trixie smiled and winked and trotted away, and the colt felt a little weak in the knees, and that was that – she came near the kitchen doors. She pulled herself up on her hooves and peered through the glass – there was the chef, talking to not-Fancypants.

And there was not-Fancypants, hitting the chef in the head with a spell. The victim staggered backwards, his eyes twirling in their sockets, before hitting the deck. Trixie dropped beneath the glass and gulped, hoping she wasn’t seen.

She listened, trying to quiet the beating of her heart.

The galley door she wasn’t hiding behind swung open. Quickly she summoned a surge of magic to her defense, even as she saw the glow of a magic attack coming.


“Gentlecolts, ladies – dinner is served.”

“Pity that not everypony is here,” said a pony in a fancy chef’s hat, as the Whinny Star stewards set out the dishes. “I swear to you, the plum sauce is to die for.”


Trixie’s world came back into view, but not fully into focus – her vision was still blurred, and her head still sore. It only took a moment’s consulting of her inner ear to determine why – she was hanging upside down. “Ooogh….”

“Oh, jolly good, you’re finally awake!”

Trixie couldn’t yet focus on the voice’s source, but could guess well enough. “Say something only the real Fancypants would say.” She tugged her legs, trying to figure out what was hanging her. A quad of leg irons, it felt like, suspended from the ceiling.

“Well, you certainly wowed them at the Roan Palace with the saxophone. When did you think your band would get around to actually fulfilling your contract?”

Trixie started to nod in satisfaction, then stopped, feeling sick from the blood in her head. “That’ll do. When did the changeling jump you?”

“About a moment after I set down my luggage, I’m afraid. And you didn’t answer my question.”

“Trixie has no idea when or how to make the Flimflam brothers honor their promises.”

“Well, you certainly sound the real deal yourself.”

She finally was able to force all of her senses to cooperate, and peered around at her surroundings. They were regrettably familiar-looking. “Are we in steerage?”

“Is that what this place is called? Well, then, I suppose so. Not a lot of traffic down here. You’re my first new guest in hours. Not even anypony to bring you down here – just a pop and sparkle, and there you were, hanging from the ceiling like me.”

Trixie stared intently at the leg irons, while speaking. “The changeling was making a potion with the contents of your luggage. Or the luggage in your stateroom, anyway. And trying to add that potion to the dinner. Any ideas?”

“Nothing in my luggage that would do much, I’m afraid. The spy must have brought his own.”

“Hmmph.” Trixie found the locks on the irons, and began probing them magically. The locks weren’t simple, but neither were they warded, and with just a magical turn and twist and a little pressure on the pins – she hit the ground, not quite cat-like, certainly not on all fours. “Ooof.”

“Well, I say. Spiffing that you can do that, dear filly. Is escape artistry part of your act?”

In truth, Trixie had long found that escape artistry was not a worthwhile performance, since it wasn’t much to watch and, paradoxically, earth ponies were the least impressed by it, since they tended to assume every unicorn knew how to open locks magically rather than it being a fairly uncommon and difficult talent.

In further truth, she learned escape artistry as a filly, when Flim and Flam would prank her by locking her in dark rooms in the corners of the orphanage – which would have indicted them as thoroughly awful ponies, except that they were only getting their just desserts back from the time Trixie forced them to eat rocks while everypony watched. Which would have in turned raised further questions about who started the cycle of childish revenge –

“Yes, it is.”

Say what one must about honesty and harmony, lies could be very convenient.

Now right-side up, she steadied herself and let her blood balance itself out a bit before working on Fancypants’ locks. These were even faster, and to her annoyance, he was able to actually catch himself, falling a bit more gracefully.

“Well, I rather suppose we need to save the day now, hmm? Quite exciting, I think – always envied Miss Rarity those opportunities.”

Trixie rolled her eyes. “Stay quiet, stay behind Trixie, and don’t do anything stupid.”

And with another surge through the tumblers at the door to their cell, they stepped out into a silent, shadow-wrought, ship.