Marionettes

by Godzillawolf


Part 1: There Are No Strings

“'Project Cut the Strings?” Trixie questioned while still practicing the Neighponese symbols, the group currently in the cargo hold of an airship. Getting one to transport this large of a group wasn't easy, but thankfully Yearling knew ponies that would die before spilling her secrets and Spoiled's last name was Rich for a good reason. “Really? That's the best you could come up with?”

Twilight blushed slightly. “Well, you are called Marionettes...And it's Operation Cut the Strings. Project Cut the Strings was me studying how to fry a Marionette's failsafes with the minimum amount of mana possible.”

“Good to know,” the azure android replied, flatly. “...Trixie guesses it's okay...but another idea?”

“What?”

“'Operation Data'?”

“...Admittedly, that one's better.”

“Thank you, Trixie enjoys Star Trot.”

Twilight gave a chuckle, then looked to Trixie's symbols. “Practicing?”

Trixie nodded. “Yes, though only a few have been used in actual combat before and only Meadowlark herself managed to pull off some of the higher tier ones during duels...” she explained, flipping the book detailing the magic to a page showing four symbols arranged like the directions on a compass, with a dragon, phoenix, tortoise, and tiger depicted behind them. “Just look at THIS one!...hehe...then again, that's why no pony would ever expect you trying it if you figure it out, would they? Kind of up Trixie's alley.”

“So why are we wearing the two guys Mrs. Rich took out's suits again?” Rainbow Dash asked, now in one of them, Yearling in the other, both with their manes in the fitting style. The agents they'd belonged to were now in the 'Friendship Dungeon' as Spike put it (which was just the basement reinforced by Shining Armor up to eleven). Unfortunately, they hadn't been able to convince them to change sides, as neither were willing to believe the Cutie Map wasn't a trick or listen to reason. “I thought the plan was no pony seeing us until we're already kicking flank...not that we don't look awesome. Except for the mane style.”

“On a stealth mission, the less of a chance of a slip up the better,” the adventurer explained in an experienced tone.

“Guess that makes sense...real question is why Rarity is wearing a Shadow Spade outfit...” was the cyan pegasus' flat reply.

“There's a reason Shadow Spade wears dark colors, Rainbow Dash,” Rarity replied, wearing a variation of her outfit from her previous investigation. She stepped back into the darker area of the cargo hold, the dark red providing excellent camouflage. “Fashionable and functional.”

“So...” said Sunset Shimmer, sitting down next to Starlight Glimmer nearby. “You're Starlight Glimmer?”

The unicorn blinked, then nodded. “Yes...and you're Sunset Shimmer. I've heard of you...”

“Good or bad?” questioned Celestia's former student.

“...Bad...In fact you kind of inspired me...” said Twilight's new student replied, giving a sheepish look. “...I'd heard of how you treated others and it just reinforced my former beliefs on Cutie Marks.”

“Yeah...I was a jerk...” Sunset muttered, rubbing her head. “...Twilight said you reminded her of me...but until you said that it didn't hit me why...”

Starlight cocked her head. “Huh?”

“...Well what we did was opposite...but in a why we were the same in the end...”

Starlight gave a flat look. “I made an entire village act like the lowest common denominator and completely identical out of a twisted sense of equality...”

“And I made a high school become all ABOUT the differences between people to raise myself up...but we were both extremes...”

Starlight Glimmer gave a blink. “...I...hadn't thought about that...”

“...I was all about turning everybody into cliques with me alone at the top, you were all about everypony being the same so you wouldn't be alone...we were exact opposite extremes...and we both made the same mistake in the end...” Sunset Shimmer explained. “...We both wanted payback on Twilight...”

Twilight's new student shuddered, a barren, burned wasteland flashing in her mind. “...I destroyed Equestria several times over...all for a petty grudge...”

“And I turned myself into a she-demon, brainwashed a school, tried to murder Twilight and her friends in my world, and attempted to conquer Equestria with an army of demons who used to be teenagers...all just to make Twilight pay for 'stealing' what was mine...” the yellow 'unicorn' replied. “...And that's revenge. Gets you up in the morning, and when you get it? Feels great...for about five minutes.”

“Then you realize what it cost you...”

“And you realize it was never worth it in the first place...It wasn't worth it at all...”

“And find yourself so guilty you can't understand why she would still give you a second chance...” Starlight finished. The two shared a smile.

“Alright, everypony, Moirai is currently over south edge of the Everfree Forest and we're almost there, so after much thought, I'll now tell everypony their teams,” Twilight Sparkle announced, getting the group's attention and producing a check list. “The teams are as followed:
-Marionette Rescue Team, consisting of myself, Sunset Shimmer, Starlight Glimmer, Trixie, Lightning Dust, Cover Story, and Zecora.
-Gypsy Rescue Team, consisting of Moon Dancer, Minuette, Twinkle Shine, Lemon Hearts, Lyra, and Bon Bon.
-Defense Disabling Team, consisting of AK Yearling, Rainbow Dash, Rarity, Gear Shift, Time Turner, and Fluttershy.
-The rest of you will be the Assault Team, follow my BBBFF's orders.”

Big Macintosh was no longer present, having been sent to watch the CMC, Diamond Tiara, and Silver Spoon (the latter two now joining the CMC's sleep over on Spoiled 's orders while their mother was 'at a boring meeting' with Applejack 'that suddenly came up'...and had to down a glass of lemonade to prove she wasn't a Changeling).

“The Marionette Rescue Team has myself, Starlight, and Sunset because we have the highest mana reserves. The Gypsy Rescue Team has our next strongest members because Gypsy is likely to be fairly heavily guarded, and that group all know one another well. Each infiltration team has one agent who knows the way. They also have one survival expert to be their eyes and ears.”

Bon Bon, Zecora, and Yearling nodded.

“They also each have an illusionist to use their abilities to keep them from being spotted and fool the security systems.”

Rarity, Trixie, and Twinkle Shine all nodded.

“And remember,” said Cover Story. “Don't reveal yourselves to the entire base until the Assault Team begins their attack. If we fail, us Marionettes are scrap metal and anypony 'unimportant' will probably wake up the next morning in Saddle Arabia thinking they're a cabbage merchant.”

“He's right, be careful...alright, everypony, Griffon, and miscellaneous species got the plan?” Twilight asked, getting a group nod. “Any questions?”

“One,” said Yearling, raising a hoof. “I get what this Mindwipe is probably capable of, but anything about Masquerade?”

“She's a unicorn, leads the place, constantly has a maid with her whenever she's out of the office,” Gear Shift explained.

“She's also got all the personality of a clock,” said Cover Story flatly. “And the fact I'm saying that should say something.”

“...I knew her mother,” Spoiled Rich explained. “She's the spitting image of her. No wonder some rumors went around she was a clone.”

“I heard ones that she's a Marionette copy...” Bon Bon commented.

“I heard she's the same person who kept getting new bodies,” Gear Shift pitched in.

“Changelings that just keep replicating the previous one,” Cover Story commented. “Craziest rumor I've heard was she's a Draconequus trying to make Equestria sick of order, mainly by ponies who aren't fond of her.”

“So in other words: even you guys don't know a thing...” Rainbow Dash pointed out.

“Secret conspiracy,” Cover Story reminded matter-of-factly.

“Okay...Any more questions?” Twilight asked, not getting any. “Then let's head out. Commence Operation Data.” She then blinked, noticing confused looks. “Data?...From Star Trot? The android? Whole episode about trying to prove he's a sapient being?”


Sitting in her prison, Gypsy suddenly looked up, floating her wheel in front of her eyes, causing them to glow in the dark. A small smile came to her face.

I've got no strings to hold me down...
Make me fret, or make me frown...
I had strings, but now I'm free...
There are no strings on me...

The slot to allow her captors to look in on her slid open and an eye peaked in. Around the eye was reddish brown fur, and lightning bolt shaped scars. “What are you doing, Oracle?” asked a deep voice with a Roedinan accent.

“My name is Gypsy.”

“I asked you a question, Oracle.”

“...Nothing, Thunderhoof. I was just singing a little bit.”

“You aren't supposed to be doing anything but predicting,” the voice replied, a bolt of blue lightning crackling about what could be seen of him.


“So, why exactly are we walking?” Rainbow Dash asked as the group moved through Everfree Forest on the opposite side of Ponyville and a series of lightning flashes lit up the clouds above. “We have an airship.”

Gear Shift looked over his shoulder at her while Fluttershy was on 'keep dangerous animals and monsters away' duty. “Moirai has sonar.”

“Oh...”

“That reminds me,” replied Twilight, looking to the agent. “How can a moving base big enough to house an agency be traveling across Equestria without anypony ever seeing it?”

The pegasus agent opened his mouth to speak before a part of the sky began to glow and lightning began to crackle about it. “...You're about to find out...”

=Luna: Silver Star Story – Grindery=

A mammoth structure descended through the clouds. While covered in what looked like a storm cloud, every few minutes, a bright flash of lightning surged over it, making the outline visible for a few moment. It was about the size of the Castle of the Two Sisters or Canterlot Castle, with harsh, mechanical angles to it. What looked like cannons or other weaponry were just barely visible along it's sides. The bottom was rounded, giving the impression of fortress atop a floating island.

“That's Moirai?!” Rainbow Dash asked, eyes going wide in shock.

Gear Shift nodded. “Hides in storms using similar weather technology to Cloudsdale to produce a constant cloud around itself. When there isn't a storm going on anywhere, it hides either in the Frozen North or the Everfree Forest where a wild storm won't draw any attention. It's a fortress kept aloft by mana engine powered boosters so if we want to ground it, we'll need to wreck the engine at its core. It also uses teleportation wards to remain secure and jamming spells to hide itself from magical detection. Both should go down when we shut down its defense systems. ”

“Let Trixie guess, more of father's handy work?” Trixie questioned.

“Yep. Though there's rumors we found a UFO crashed in Roeswell and he got some of it from that, even we're not sure if THAT one is true,” Cover Story replied, no one sure if he was joking or not.

“Alright...” Twilight said, turning to the group. “Defense Disabling Team and Rescue Teams, let's go!”


=Mission Impossible Theme -Mission Impossible=

Entering a gigantic floating fortress with a large group took some thinking. Thankfully, when you had some of Equestria's brightest minds on your team, that wasn't in short supply.

There were specific parts of Moirai were one could teleport to for unicorn agents to enter (Earth Ponies had mini transports). However, only Cover Story knew where those were and unfortunately the android agent had the bare minimum ability to make the teleport himself. In addition, said places had pressure sensors to pick up ponies following agents and cameras for the same purpose. Solution for the first problem? A group teleportation spell, simple.

Solution for the second and third?

As the group came out of teleport, Starlight Glimmer had about two seconds to use her 'telekinetic flight' spell to catch every member of the group who couldn't fly or be carried by a Pegasus. As powerful as she was, Starlight quickly began to sweat. Twinkle Shine and Trixie had already placed an invisibility spell on the group before hoof. Immediately before hoof, as even with two powerful unicorns splitting the spell (one of which was an android with one of Meadowbrook's Eight Enchanted Objects for a horn), it was taxing on the mana reserves.

Cover Story trotted up to a number pad next to the door and entered a code, opening the door and allowing the group quick entry before the large invisibility spell gave out. Before Starlight could lower the group down, the android agent subtly held up a hoof...and pointed down to reveal another pressure sensor on the other side of the door. Starlight quickly adjusted, panting and sweating heavily from the strain. The agent motioned to a pair of cameras on the walls, prompting Twinkle Shine and Trixie to put illusion bubbles in front of the lenses. Cover Story finally nodded, allowing all three unicorns to deactivate their spells.

Everypony who wasn't wearing a SiB suit was wearing black warpaint. According to Zecora, not only would it help hide in the shadows, it would help prevent them from showing up to scanning spells. Twilight had to avoid looking as somber as she actually felt when she revealed them, given the other specialized warpaint she'd seen another Zecora make.

“Are you alright, Starlight?” Twilight asked in a hushed tone.

The unicorn wiped sweat off her forehead. “I'm fine, Twilight. Just doing that spell to some many ponies at once isn't something I prepared for.”

The Princess of Friendship gave a reassuring smile. “You did a good job.”

“Sure that will work?” Cover Story whispered, looking to the illusion bubbles around the lenses.

Twinkle Shine smirked and nodded. “Yeah. That illusion bubble is making the camera see this hallway without any of us in it. Should last plenty long enough for us to get by.”

The agent nodded, then continued to lead them forwards, Zecora keeping her senses at the ready, holding a simple staff and several pouches. Lemon Hearts and Moon Dancer also had saddle bags on. Everypony was moving methodically, keeping their eyes out for the smallest movement, knowing one wrong move and everything was for nothing.

“No guards at the door?” Twilight questioned, noting the hallway was abandoned.

“This is the storage access area,” Cover Story explained. “Nothing here but the forgotten. And, at risk of sounding hypocritical given I AM part of their technology, the Stallions have gotten a little too reliant on it and fate to protect this place. The inside has a lot less security than it probably should. Guess they think this place will never fall.”

“Humble ones aren't you?” Trixie remarked with a chuckle, trying to lower some the tension a little. Of course if she had a heart, it'd be racing a hundred miles an hour. “Should have called this place 'Ozymanedias' from the sound of it.”

“Can't say that isn't an apt comparison,” her 'cousin' (as Cover Story felt was fitting) replied. “When you think Fate itself is on your side and have gotten away with this stuff for as long as we have, kinda hard not to become complacent.”

“Just because complacent they have become, does not mean easily our enemy will be undone. In our foes armor there is a crick, but one hole doesn't always make a boat sink,” Zecora advised, keeping her eyes on their surroundings and pointing ahead at a camera for Trixie and Twinkle Shine to deal with well ahead of time. “Be on alert my friends, for this battle only now begins.”


The Defense Disabling Team had both an easier time and a harder one.

On one hoof, they had more Pegasi able to fly and less members over all, and Zecora's sensing spell jamming warpaint would let them slip in.

On the other hoof, they had two problems that the other group didn't have.

The first was that ever few moments, a pulse of lightning went around the outside of Moirai as a defensive measure (something the unicorn teleportation areas naturally avoided).

“It's okay, Fluttershy,” Rainbow Dash said, Fluttershy cowering a bit as they flew nearby. “You can do this. I believe in you.”

Rarity, who was riding on Rainbow Dash's back, nodded. “It might be frightening, but you've faced scarier things before, darling. And don't forget that we're doing all of this for Trixie.”

Fluttershy perked up when she heard that. “O-Okay...if it's for Trixie...”

“Alright...” said Gear Shift, the group flying just outside the border of the lightning. The torrent of lightning surged around the base. The agent quietly counted down to himself. “Three...two...one...NOW!”

For a moment, time seemed to stand still as the group dove in the moment the lightning faded. No pony took a breath until they made it to the arrival deck, the pegasus except Gear Shift stopping and hovering just above the platform to avoid setting off the pressure sensors. Fluttershy jumped slightly as the lightning crackled around Moirai again directly behind them, the end of her tail getting singed.

Rarity took a deep breath and focused, straining as magic gathered in her horn. Finally, the cloaking spell went off, surrounding the group minus Gear Shift.

The second thing the Defense Disabling Team had to deal with that the Rescue Team didn't need to deal with was the door being guarded on the other side. The fact cameras were also an issue meant simply overpowering the agent to enter was out of the question.

So Gear Shift merely opened the door and entered like nothing was out of the ordinary. The interior of Moirai was a bleak, mechanical gray. Featureless except for doors, signs, and cameras. “Identification?” asked the yellow Earth Pony inside with the same emotionless voice that he and Cover Story used. Her mane was black and her Cutie Mark was a fireball, but she was otherwise dressed identically to Cover Story and Gear Shift.

Gear Shift stepped in, then to the side so he was face to face with the mare. “Elite Agent Gear Shift,” he explained, back to his old monotone and taking out a blank card with his wing...then as they entered, under cloak, Rainbow Dash and Yearling used their wings to cause a 'burst of wind' to knock the card into the corner.

While the mare was watching him kneel to pick up the card, the others made their entrance and quickly got past the pressure sensors. Moving too quickly meant that the invisibility illusion might 'glitch' and expose them. Too slow and Rarity would tire. Everypony held their breath as they carefully moved, trying their best to make no sound. Fluttershy hoped she was the only pony hearing her heart beat booming in her ears.

“Here, sorry about that. Storm seems a bit intense today,” Gear Shift covered, but not losing his emotionless tone.

“It's fine. Happens more often than you would think,” the female agent replied, taking out a spray bottle and applying it to the card, causing it to display an ID for the other agent. “Alright, you are clear.”

“Thank you,” the pegasus agent replied.

“But where is your partner?”

The others looked back wide-eyed.

“Getting the Marionette we were sent to capture ready for transport up. He sent me up to report it,” Gear Shift replied.

“Good, all the Marionettes are being recalled.”

Gear Shift cocked his head. “Really? My partner and I have been gone from awhile now.”

The mare nodded. “Yeah, something about the Oracle seeing a future and new failsafes.”

“I see. We were retrieving this one for Project Siege.”

The female agent listened...then sniffed the air. “Hey, do you smell something burning?”

Inside the illusion spell, Fluttershy stopped in her tracks and gave a scared look back to her burnt tail. The entire group took a deep breath and held it, not making a peep as the mare looked around carefully and Rainbow Dash tried to blow the smell of burnt fur away from the agent.

The male pegasus agent rubbed the back of his head and allowed himself a slightly mortified look. “Yeah, about that...I kind of misjudged myself without my partner's weight on my back and my tail got singed on the way in. I thought I cut off all the burnt hairs but I guess I missed some. Was hoping no pony would notice.”

The mare let her emotionless facade falter and gave a chuckle. “Don't worry, I'll keep it our little secret.”

The others gave a silent sigh of relief and continued on until they managed to get around the next corner, Rarity quickly putting the same illusion bubble the other group used around the camera in that hallway.

“Thanks, I owe you one,” Gear Shift replied, then gave a small salute before heading into the next hallway as the others, now out of the mare's sight, came out of illusion. Rarity panted and ate some of Bon Bon's mana replenishing candies while Rainbow Dash patted Fluttershy on the back to calm her down.


Zecora held out her staff in front of the group as they came to a large, dark room. Her ears twitched and she scented the air. “I can say with pride. In this room others hide.”

“Lightning Dust, cameras?” Twilight asked, looking to the android.

Lightning Dust nodded, stepping up to the very edge of the room and pressing the (now concealed) button Twilight had installed, causing her optic to glow green and the night vision spell to activate. She scanned the room and pointed three places one right after the other. “There. There. And there.”

Trixie and Twinkle Shine nodded and stood by her, each firing a spell bolt (concealed with Rarity's spell for hiding their magic), putting each camera in an illusion dome designed to keep the room from appearing suspicious.

Zecora poked her head out and looked around carefully...then up slowly. She pointed up with her staff and revealing another camera which Twinkle Shine promptly put in another illusion bubble.

Once making sure no pony was immediately in near by, the zebra climbed up a pile of boxes with practiced skill and grace. She carefully surveyed the room before motioning for the others to join her. She pointed to three separate locations, an agent with a red tie at each of them, monitoring the area with flashlights. The group quickly had to duck out of the way of one of those flashlights.

“We need to take them down before we can do anything,” Twilight commented in a hushed whisper, keeping her eyes on the three spots of light for any reaction. “And we need to do it quietly.”

“I think I can handle the closest one, if Moon Dancer can help me,” Lemon Hearts whispered, taking off her saddle bags and setting them down.

Moon Dancer nodded. “Just tell me what you need to do.”

“Me and Twinkle can handle the furthest one,” Minuette said in her typical energetic way. “Right, Twinkle?”

Twinkle Shine nodded, giving a smile.

“Leave the last one to me and Lyra,” Bon Bon finished. “Just watch our backs, just in case.”

While Bon Bon and Lyra merely started sneaking over covertly, Minuette's horn glowed...and she turned into a golden blur, moving a good ten feet in a second. Twinkle Shine projected a thin beam of light along the same path and seemed to move to the end of it in a moment.

Starlight's eyes went wide. “Speed spells?”

Lemon Hearts shook her head. “Minuette's special talent is time. She's 'blinking' forward through time to accelerate in a certain direction, though she can't do it for more than a few seconds of real time and...well, you wouldn't want to HIT somepony while doing that. Twinkle Shine's special talent is light, so she can ride on beams of it, though the further she travels the harder it is to control it. Ironically it's harder for her to do it in a room where the lights are all on.”

“...Okay...what about you?” Twilight's student asked, fully aware she was with a group of 'Gifted Unicorns.' Reformed or not, Starlight was still a bit uneasy about that fact.

“Lemons,” the yellow mare replied simply.

Starlight raised an eyebrow. “Lemons?”

“Lemons.”


One of the agents heard a noise behind him and turned to see nothing there. Minuette blinked behind him and gave a big smile...before blinking away again when he turned. She kept this up for a few seconds (as long as she could without tiring herself) until the stallion's flashlight fell on Twinkle Shine...who promptly rode the flashlight's beam and appeared right in front of him, blasting him at point blank with a stun spell and knocking him out. “You okay, Minuette?”

Minuette panted and ate some of Bon Bon's candies to replenish her mana. “Yeah, just took a little too much time there.”

The two shared a chuckle at that.


The second agent continued doing her rounds...then heard hoofsteps behind her...

The mare's light fell on Bon Bon. “It's okay, it's just me.”

The mare gave a sigh of relief, looking at Bon Bon's black tie. “Sorry, ma’am. I am just a bit jumpy down here.”

“Smart to be jumpy anywhere in this line of work,” the beige mare replied.

Suddenly, a pair of golden energy hands manifested and grabbed the agent too tightly for her to escape, allowing Bon Bon to rush forward and put a rag over her muzzle before she could say anything.

“Sorry...nothing personal, you don't seem like a bad pony...” whispered Bon Bon as the mare passed out. She slowly lowered her to the ground, being careful not to hurt her as Lyra let go.

“...Do I want to know why you have that?” Lyra asked, looking at the rag with an uneasy look.

“No, you don't...” the former monster hunter replied, looking down. She didn't want or feel she needed to tell Lyra how many times she'd done that before.

“Didn't think so...”


The final guard continued his guard duties...when he heard a strange gurgling noise behind him. Spinning around, a cat-sized lemon with tubes for legs gave a mouthless gurgle and pounced on his face, wrapping said tube-like limbs around his head. The agent let out muffled screams as he tried to dislodge the creature...only for two more to pounce and constrict his legs, giving Moon Dancer time to nail him with a stun spell directly at his head and knocking him out.

Sunset Shimmer stared at the sight in wide-eyed shock. “What...what are those things?!”

Lemon Hearts put down a hoof and allowed one of the strange lemon creatures to climb up her leg and nuzzle her, the two others nuzzling her legs “My familiars. I call them 'Angry Baby Lemons.' I have bigger ones but until the teleport wards go down I can't bring them in.”

“...And your special talent is LEMONS?” Starlight asked in disbelief.

“Yes. It's not what you have, it's how you use it.”

Twilight smiled. “Lemon Hearts is one of the reasons why I didn't believe your philosophy back in Our Town. Lemon Hearts isn't a Gifted Unicorn for being strong, she's one for being creative.”

“Alright, that's all of them...” Bon Bon said as she trotted over carrying the unconscious agent on her back, Minuette carrying the other in her telekinesis.

Twilight nodded. “Now where are the G2 Marionettes?” she asked, looking around the dark room. It was filled with crates and boxes, though some things just sitting here and there.

“This is where the Stallions in Black send things they're through with to rot,” Cover Story explained, joining her in their search.

“So in other words: if Trixie hadn't got the word out to Rainbow Dash and her friends, I'd be down here soon?” Lightning Dust asked, using her night vision upgrade to look around.

The android agent nodded. “If you were lucky. Probably Trixie too.”

The azure android in question, now that she didn't have to worry about her normal bombastic nature getting in them exposed, trotted over. “So...is Trixie's original body down here?”

“...What's left of it they didn't reuse in your new one, why?”

Trixie looked a little unsure. “...Trixie....She knows it might sound foolish, but Trixie wants to see herself, face to face...and no, not for the obvious reasons, though she's sure Trixie 1.0 was beautiful...because she can't remember that life...it's...complicated,” the mare explained, a twinge of...fear in her tone even she didn't explain.

Twilight put a hoof on her shoulder. “I'm not an android...but I think I can understand trying to reconnect with a part of your life you'd forgotten...either way, come on. We have to find G2T01 and G2T02 before we can continue.”

“The crate they're in should be labeled pretty plainly. Assuming they're not covered in too many cobwebs,” Cover Story remarked, wiping off some webs off the crate next to him.

“Twilight, should we head out?” Moon Dancer asked, being more logically minded by nature. “The other team probably is already on their way. The moment they complete their objective, this place will be harder to get through.”

Bon Bon nodded. “Plus, the Marionettes have an instinctive fear of Agents. It'll probably be best if Cover Story is the only one here when G2T01 and G2T02 come back online...” she said, though Twilight couldn't help feeling that she sounded like herself when she'd been hesitant to see Moon Dancer again.

Twilight gave it thought. “You're right. You girls go get Gypsy, we'll head for where the other Marionettes are kept as soon as we're done here. And be careful,” she said, giving her old friends a hug.

Starlight watched...then approached Minuette as they prepared to depart, looking at the hour glass on her flank and remembering Lemon Heart's words. “So...time is your Special Talent?”

Minuette nodded with an excited grin. “Yep! That's my thing!”

“...So...can you turn back time?”

“Well, sorta,” Minuette said, rubbing her head. “I can rewind time, not so much go back in time. And only once per hour and only for like 15 seconds max. And only for me.”

“Only for you?” Twilight's student asked.

“Yeah, like if I slipped, fell, and broke my leg (that's happened before), I could turn back time and I'll be fine, but no pony else would go back in time. It's complicated, something about reverting my position in the fourth dimension to a previous point. I don't mind not being able to travel back in time though, that's a dangerous thing to do.”

“H-How so?”

Minuette gave a shudder. “Because if you change something, then there's something with an 'effect but not a cause.' You know, because you weren't supposed to be there so time gets confused and everything goes off the rails and next thing you know apes rule the world or something. You know, 'Butterfly of Doom.' That's why Starswirl the Bearded's time spell only let's you make stable time loops...hey, are you okay? You look kind of pale.”

“Y-Yeah...I'm fine....”


Gear Shift, Rainbow Dash, and Yearling merely pretended to be talking with one another as two more, red tied agents passed by. Time Turner, Rarity, and Fluttershy hid behind them in a janitor's closet and only emerged after they'd passed.

“It's unfortunate they're so prepared for mind magic, I have some papers that would make this easier...” the time focused Earth Pony remarked.

The group continued on, Rarity continuing to use the illusion bubbles to fool cameras that Yearling pointed out.

“Alright, so once we get in there and kick flank, then what?” Rainbow Dash asked, the entire group keeping their eyes peeled and on edge every moment. All of them were moving following Fluttershy's walking motions for maximum stealth (which was why the shy pegasus was there in the first place).

“Then me and the Doctor handle the defense systems,” Gear Shift explained.

“Well I'd probably be sufficient, but you know the place...” Time Turner replied. “Though may I make a practical suggestion, Mr. Shift?”

“What?”

“Instead of disabling, why don't we just set the defense system to self-destruct?” the stallion questioned. “Then there's no risk of them reactivating it, seems simpler all things considered.”

“...Hadn't thought of that, but probably the smartest thing.”

“Thank you. Honestly I'm just glad I get to be in my element. Science and technology!”

“Shush, we're here...” Yearling said as she stopped the group and produced a hoof mirror, holding it so she could see down the adjacent hallway. A door simply labeled “Defense Systems” in plain, bold text. Standing by it was a single, white furred agent with a brown mane. Like the agents in the storage area, he wore a red tie. “One guard...Gear Shift, come with me. Rarity, the camera...”

Rarity peaked out and used the hoof mirror to fire a concealed spell bolt and put an illusion bubble around the camera in the hallway.

Rainbow Dash gave an excited look, but knew when to be quiet.

Gear Shift and Yearling both approached, looking emotionless and stoic as an agent should. “Hello, Agent,” said Gear Shift.

The agent gave a salute. “Hello, sir.”

“We were sent to relieve you,” Yearling said, managing to copy the exact tone of the agents. “You know how it is, schedules change when something big happens.”

“Something big, ma'am?” the agent questioned.

“The issue with the Marionettes being recalled,” Gear Shift replied, not missing a beat. “Probably going to assign you to something else. Would tell you more, but they wouldn't tell us. Need to know information, you know the drill.”

“Yeah...” the agent replied, giving a sigh. “Can be crazy sometimes.”

“Sorry about this,” replied the gray pegasus agent.

“No problem,” the agent replied, giving a salute and trotting off...only to walk right into a jump kick from Rarity as he turned the corner, stunning him long enough for Rainbow Dash to knock him unconscious with a headbutt.

“Was that really necessary?” Fluttershy asked, giving a whimper.

“Sorry, but if he went to go get new orders and found out we tricked him, our cover would be blown,” Gear Shift explained, trotting back over. Yearling grabbed the unconscious agent and dragged him into a broom closet where she tied him up.

“Oh...”

“Sorry, darling, but this isn't one wrongdoer we can just give a nice speech to and they turn good...I hate violence as much as you do, but if we want to free Trixie and the others, we have no choice...” Rarity replied, giving a sympathetic look to her pacifist friend. “Bon Bon already tried the peaceful solution and so did Gypsy. We're ponies, if there was another way we'd be doing it.”

“I know...I just don't like it.”

“And that's a GOOD thing, in all honesty,” Time Turner remarked in an experienced tone. “Violence isn't really something anypony should get in a habit of wanting to do. Trust me, I know from experience what somepony who enjoys violence is like and it is not pretty.”

“He's right,” Yearling replied, coming out. “Daring Do might be more violent than the normal pony, but she doesn't like violence. It's just her bad guys need to get their flanks kicked before they'll stop. There's a reason Ahuizotl is the BAD GUY.”

Fluttershy gave a small smile. “Thanks.”

“Hey, why do some agents have red ties and some black?” Rainbow Dash asked after patting Fluttershy on the back, peeking back at the tied up agent in the closet. “I mean you guys are all identical faceless, creep-”

“I get it,” Gear Shift interjected. “And simple: Elite Agents wear black ties, normal agents wear red ties. Organization purposes.”

Rainbow Dash raised an eyebrow. “Really?”

“The Director is a bit strict about us all being 'just cogs in a machine.'”


“What's this?” Trixie asked, finding what looked like a Marionette that had been utterly destroyed before it was even complete in one of the crates...an Alicorn Marionette. The metal seemed to be a copper or bronze colored metal, rather than the silver Mithril composing her and Lightning Dust, seeming much more 'clockwork' in design over all. The head had sustained heavy damage, the computer inside destroyed.

“That thing?” Cover Story asked, giving a disturbed look. “That's G1P00, different series built after yours...or was.”

“Why is it like this?” the azure android asked, staring at the ruined robot. It was in such shape she couldn't tell if it was meant to be male or female.

“Well, you see, one of our prime directives was 'counter Princess Celestia if she turned bad' if you recall,” the android agent explained. “This guy was meant to reign Celestia in if she went rogue...but...well...” he looked to the containers next to that one. There were several. “Those contain the rest of the P series up to G4. All Alicorn Marionettes. Some got far enough to be given explanations like being Celestia and Luna's long lost brother or a rogue Alicorn or Nightmare...but it always ends the same: with them going berserk and having to be put down.”

“Why?” the showmare asked asked. She'd say she felt like her oil ran cold, if Applejack hadn't corrected her on that earlier.

Cover Story shrugged. “Alicorns and Nightmares don't like taking orders? After all, I guess when you program something to think it's a god...it thinks it's a god.”

Trixie nodded slowly, but didn't take her eyes off the destroyed robot. “...What does the P stand for?”

“Don't know. They never explained that part when we had to destroy the last one, which wasn't easy mind you, and the dang thing hadn't even gotten hind legs yet. Maybe Prince/Princess Series?”

“Yes...Trixie supposes that's logical...” the mare replied, then sadly looked at G1P00. CPU destroyed and in ruin. “...Let's hurry before this happens to any more...” She then reapplied her illusion bubbles on the cameras just to be on the safe side.


Sunset Shimmer pried open another crate and gasped with a smile at what was inside...then blinked. “Uh...guys, I think I found something, but it's not what we're looking for...”

Cover Story and Trixie came over and peeked inside, finding a quartet of metal pods, each standing upright with an upward swinging door with a translucent dome window in the upper part. Across the middle of the door was 'G4T01'...on each. Three were about the size of an adult pony and one was the size of a child.

“Oh...those...” Cover Story remarked in a way that showed how awkward he expected the conversation to be.

Trixie trotted over and looked through each window. “It's...Trixie?” she asked, finding an identical mare on the other side. “Trixie?” she asked, looking in the next one. “...Male Trixie?” she continued, looking at the third. “Colt Trixie?!” she finished, looking in the last one.

“...Didn't see that coming...” Sunset admitted, eyes wide.

“These are your...back up bodies, so to speak,” Cover Story explained, trotting over to them. “Blanks with empty horns waiting for your AI and Crystal Wand to be put in them in case your body got wrecked. We had to rebuild your first body like eight or nine times after your run ins with Sunset and we didn't know how much better a Mithril body would hold out, so back ups seemed like a good idea. We didn't need them and put them down here just in case...”

“Trixie sees...but why are there two MALE Trixies?!...Not that male Trixie isn't amazingly handsome and colt Trixie isn't adorable...they are...very much so...” Trixie replied, looking admiringly at the male Marionette body.

“We went through different ideas before settling on your final version. The males are named Presto,” Cover Story explained.

“Trixie sees...Twilight...”

Twilight, looking through another box, turned to them with an annoyed sigh. “No, you can't upload copies of your programming into each of them to have a group of you,” the Princess of Friendship explained.

Trixie gave an annoyed sigh. “Was worth a shot...Trixie thought 'Trixie and the Trixies' sounded like a wonderful name for a group...”

Twilight Sparkle then screamed as a mechanical, pirate fox animatronic with a hook for a hand screeched, trying to grab her from inside the box. She slammed it shut and nailed back closed, breathing heavily. “What the Tartarus was that?!”

Cover Story raised a hoof and opened his mouth...then paused in confusion. “I...have no idea...What? You thought I would know everything down here?”


“There!” Bon Bon alerted, pointing and allowing Twinkle Shine to illusion spell a camera.

“Are you sure you know where you're going?” Twinkle Shine asked, looking around. “Lyra said you've not been part of this place for years.”

“And this place hasn't changed much for years...” the retired agent replied, keeping an eye out around her. She knew better than anyone the importance of keeping your eyes peeled at all times. “The Stallions in Black are...stuck in their ways a lot of the time...I tried to change that and fix things, but they were too stubborn...besides, they can't move the Oracle's room. Her prison is made of pure Orichalcum.”

Moon Dancer's eyes went wide. “But an entire room made of Orichalcum would cost more than a fleet of airships! It'd take a year to magically synthesize that much!”

“Exactly, which being magically resistant is hard to move. Remember, this is a pony connected to the Tree of Harmony itself we're talking about. Seeing the future isn't the only thing she can do,” Bon Bon explained, keeping her eyes ahead and pointing to another camera they were coming up on for Twinkle Shine to disable. “She doesn't leave that room without a magic suppressor on her horn either...”

“...And that poor girl doesn't want to be here?” Lemon Hearts replied, her familiars back in her saddle bags.

The former agent sighed. “No...she doesn't...She hasn't been out of this place in years...I tried to convince them it was wrong, but they don't want to listen.”

The yellow unicorn glared. “They should be ashamed.”

“You're right, they should...but they won't because they think Fate and the Tree chose THEM to carry out its will and protect Equestria, refusing to think about anything or anypony else. Not the Oracle, not the Marionettes, and not even if they have the right to do any of this...and I used to be a part of all of this...” Bon Bon replied. “So yes...they should be ashamed...I'm ashamed...”

Lyra trotted over and put a hoof on Bon Bon's shoulder, causing the mare to jump.

“Oh...sorry...just...I'm still trying to get used to all those memories they buried...”

The green unicorn gave her a hug. “It's alright...” she said, backing up and looking her in the eye. “...Memories or not, those are still my best friend's eyes.”

Bon Bon chuckled. “Could you be more sappy, Lyra?”

Lyra gave a smile. “Wouldn't be me if I wasn't.”

The former agent chuckled...then stopped the group. “Wait...” she interrupted, producing a bag from her pocket and blowing powder from inside it into the hallway in front of them, causing a large web of lasers to manifest. “Laser grid. If we touch any of them we'll either set off an alarm...or a death trap...” She then trotted over to and examined a card reader. “Darn it, my card would be deactivated...looks like we'll have to do this the hard way...”

Bon Bon took a deep breath and stretched...then charged the laser web and did several flips between the beams, diving and weaving through them like it was second nature before landing on the other side and letting her breath out.

“Wow...” Lyra muttered in shock.

“Oh! My turn!” Minuette shouted, horn glowing. She then blinked forwards between the lasers, appearing in the middle of several lasers before quickly making another upward blink through a few more. She did this three more times, changing direction each time to keep moving between them until she landed on the other side of the laser web, panting lightly.

“Alright, my turn....” said Twinkle Shine, preparing herself.

“Wait a moment,” Moon Dancer replied, producing a book and casting a spell as she put a hoof on Lemon Heart's shoulder. Both vanished into white magic and entered the book, Twinkle Shine catching it in her telekinesis and looking inside. Moon Dancer and Lemon Hearts were now pencil drawings on the page and waved. “Hayscartes' method. Twilight DID promise to teach it to me. Sorry, Lyra, I can't do all three of us at once and Lemon Hearts is less athletic than you are.”

Twinkle Shine chuckled. “Nice one...” she said, then looked back to Bon Bon. “Mind throwing more of the dust?”

Bon Bon nodded, then blew some more into the air, making it thicker. “There you go.”

“Good...” the gifted unicorn replied, looking to find a straight line through the web. “Right there...” she said, firing a single beam of light, the dust making it more visible and letting her double check the path. In a flash, she flew through the light beam and appeared on the other side...then had to carefully stop her tail from falling into the path of the beams. “Phew...that was close...” she muttered, wiping her brow before she opened the book and allowed Moon Dancer and Lemon Hearts to come back out. “Alright, Lyra! Your turn!”

Lyra gulped, staring at the laser grid. “I-Is there an easier way?”

“You can do it, Lyra!” Bon Bon encouraged. “You had training too you know!”

“Okay...” the green unicorn muttered. “Y-Yeah, I got some spy training...I...I can do this...” she said, feeling her heart beat pick up speed. She cautiously lifted one hoof over a laser, ducking her head to avoid the one above. She then got on her stomach, crawling under the next one...and gasping, noticing her horn a few centimeters from yet another one. She gingerly lowered her head further to avoid it, but then had to arc her back at a rather unnatural angle and jump through a loop of sensor beams just to make it to the next opening. Everypony took a sharp breath as she nearly fell backwards into the lasers, but managed to just barely catch herself. Lyra silently thanked Celestia that she practiced walking on two legs more than the average pony. “I-I'm okay...”

Lyra calmly looked around, trying to find the next gap in the laser grid. Naturally, it was in an awkward position, requiring a cartwheel to get past. Even with the move perfectly executed, Lyra still gulped when she noticed her tail about to swoosh through one of the beams. She quickly tucked it between her hind legs to squeeze by. The mare then dove forwards through a few more...stopping her muzzle an inch from another. She conjured an magic hand to wipe some sweat off her muzzle before it could fall and it off. She crept forwards a couple inches and stood up, only having one more web to go...when she lost her balance due to one misstep.

“No no no!” she screamed as she fell back...then found yellow hooves catching her. The green unicorn blinked, looking down at Bon Bon's hooves carefully extended between the lasers and catching her by the neck.

“It's alright, I've got you...” Bon Bon replied, giving a reassuring smile.

“Thanks, Bonnie...”

“Will you just get through already before I have a heart attack?!” Lemon Hearts interjected, a hoof over her racing heart.

“Sorry...” Lyra replied as her best helped her back to a stable stance and allowed her to carefully slip between the last web.

“I knew you could do it,” Bon Bon replied, the yellow Earth Pony patting her on the back.

“Thanks...”

After a moment of smiling to her best friend, Bon Bon adjusted her tie and got serious again. “Come on, let's move on...we've got a long way to go...” the former agent replied, the group moving forwards.


Lightning Dust darted around the room, her night vision upgrade online. “Okay, if I was a mysterious conspiracy, where would I put two androids...”

“Doesn't help the dust is so thick I can't see the letters on these crates let alone the words. This will take forever...” Sunset replied, adjusting her jacket to make sure it didn't slip off while she ascended a pile of crates to get a better vantage point. Her eyes finally fell on the crate containing Trixie's 'spare bodies' and she tapped her chin. “Lightning Dust!”

“Yeah, Sunset?” the pegasus android asked.

“Look for crates the exact same height as that one!” Celestia's former student called, pointing to the crate in question. “If the pods the G2 Marionettes are the same size, the crates have to be AT LEAST that tall, and it'd be a waste of space to put them in one too much bigger!”

Lightning Dust nodded, then gave a look around. “Found two of 'em! Right there!” she called, pointing to two crates in the center of the room.

Starlight, who was closest, trotted over and popped the larger of the two open. As she peaked inside, she shown a light from her horn that lit up a pair of pods identical to the ones Trixie's back ups were stored in. One was labeled G2T01 and the other G2T02. “It's them!”

The group came over as Starlight's horn flashed and she sent a pulse through the box, causing it to fall open...Twilight having to catch the top part that now had nothing to support it.

After giving Starlight a flat look (and receiving a sheepish one in return), the Princess of Friendship set the top part down and shined a beam of light from her horn through the windows of the pods. Both looked like teenaged Earth Ponies, probably around 16 or 18. G2T01 was handsome with light brown fur and a long, but well taken care of pale yellow mane. G2T02 was blue, his mane orange and done up in a short, flattop Mohawk, with a pair of black sunglasses over the top of his head. Both had their eyes closed, almost like they were asleep.

“A Mohawk? Seriously?” Sunset asked with a flat look.

“Cut Bright Future some slack, it was in style back then,” the android agent replied, giving a shrug. “Since the Stallions didn't have the Oracle at the time, we just made them for testing, so they're...cliches so to speak. G2T01 is 'the jock' and G2T02 is 'the bad boy'. That's all either of them were supposed to be. Of course, as you would probably expect, neither of them seemed to like 'going according to script' anymore than their younger siblings. 01 ended up joining the Pony Scouts and mellowing out and 02 had a soft and loving side to him. They tried to 'fix' that with failsafes like ours, but it never worked with 02 at all. He kept 'reverting.' After two years of testing, they ended up thrown down here and forgotten.”

Celestia's former student shuddered. “That's...eh, you already know that's heartless.”

“Yes, I do...”

Twilight wiped dust off the pods, Trixie joining her and looking at her 'little brothers.' “...Think we should just let them sleep and take them out of here? Wake them up in a more ideal environment?” the lavender alicorn asked.

Cover Story sighed. “No go, Princess. Those pods take three Earth Ponies each to move one of them. And that's for modern Maronettes, these two weigh more due to the steel construction. Not to mention where we'd have to move them to.”

“What about just leaving them down here till after we've won?”

“This is the basement, as in the part of the building that's going to slam into the ground when we ground this place. That's also why we should take the unconscious agents and put them in a safe room upstairs for THEIR safety.”

The Princess of Friendship gave a somber sigh before she walked over and scanned the two of them. Finally, she drilled a small hole in each window to allow her to put her horn in and fry G2T01's failsafes while Sunset did the same to 02. “Ugh...glad I managed to streamline that spell to lower how much mana it takes...still too much...”

Cover Story nodded as he trotted over and put in a code on each pod. A light came on in each pod as the sound of machinery booting up was heard.

G2T01/02 ACTIVATION SEQUENCE INTITIATED. RECHARGING...

“They don't have mana engines, so the pod has to recharge them before they can come back online,” the android agent explained. “Shouldn't take very long...”

While this was happening Trixie gave another illusion spell on the cameras, then trotted over to the other box. She paused in front of it for a moment, an unknown fear making her hesitate. Something about what she knew was in that crate...scared her for reasons she didn't understand. She shook it off, then pried open the side and looked in, finding a single pod labeled G1T01. Giving a gasp, she trotted in slowly and put a hoof on the glass, wiping off a thick lair of dust. Inside was the picture from the yearbooks in the flesh. The horn was gone and it was clear part of the head was missing, exposing part of the endoskeleton (which resembled the one for G1P00 and made her shudder), but the azure android did feel a strange sense of familiarity...before she gave a sad sigh.

“What is it, Trixie?” asked Lightning Dust as she entered and stood next to her 'big sister.'

The azure android jumped, spinning to face her. “Oh...sorry...Trixie...just...” she muttered, looking down. “...I was hoping seeing Trixie 1.0 would jog my memories of being her...but nothing...”

“Oh...Maybe your old memories are still in there?” Lightning Dust asked, pointing to Trixie's original body. “I mean we don't know how our...whatever these things we have instead of brains are work.”

“Perhaps...Trixie wonders if there's a way to get them back...” the azure android asked as she gazed at her old self.

“...Why do you care? I mean no offense, but we're kind of starting new lives and all that stuff.”

“...Because it's part of Trixie's life...” With that, however, Trixie did begin to give that some thought. The memories of the her in that pod...she hadn't thought until this second how different they might be from the new life she had now. How different they might be from her...Perhaps she hadn't thought about this as much as she really should have...That unknown fear reared back up. “Though on the other hoof...”

G2T01/02 RECHARGING COMPLETE...

“...Sounds like our brothers are about to wake up...” Lightning Dust remarked.

Trixie nodded as the two G4 androids trotted out, noticing Twilight had used a spell to create a small sphere of light so the two wouldn't wake up unable to see a thing.

With a beep and the sound of a whirling engine, the doors to both pods slowly swung open vertically to reveal a red, fabric lined interior to ensure their contents wouldn't be damaged in transport. G2T01's now revealed Cutie Mark was a soccer ball while G2T02's was a simple black comb. The two teenaged android's eyes flickered open, revealing blue irises.

“Ugh...what happened?” 01 asked, who put a hoof to his head as he nearly fell out of the pod.

“Ace? Is that you?” 02 asked, emerging in much the same way.

“Teddy?” Ace asked, the two teenaged androids shaking their heads. “What happened? Last thing I remember is some stallions in black suits showing me a paper...”

“Yeah. Dad took me out for ice cream then some guy in a black suit...” Teddy replied, then blinked. “Hey, where is dad?”

It was at this point the two noticed they weren't alone in the room.

“Sorry for the rude awakening,” said Princess Twilight, frowning with somber eyes. “But...there's a lot you need to know and not a lot of time to explain...”

“You're an Alicorn! But I thought Princess Celestia was the only one!” Ace exclaimed upon seeing her wings, eyes going wide.

“...And that's ONE of them...”