Tales From the Phoenix Empire

by Chengar Qordath


Chasing a Cloud Pt 3 by Ponibius

“Call it a guess, but I think that's the place we're looking for.”

I pointed down the street to a manor that was covered in ravens. The grey tiles of the roof could barely be seen under the solid layer of black feathers, creating quite the contrast with the manor’s white-painted stone. The building looked old, made in the classical Pegasoplan style with formidable stone pillars and archways. All around us were manors that looked just as old, and they projected an image of status and wealth to anypony who might find themselves in the neighborhood. Being from Canterlot, it wasn’t hard for me to imagine that was the intent.

Sunset pursed her lips as she studied the manor. “Sure looks like it.”

Trixie rolled her neck. “At least your spell doesn’t leave room for doubt.”

I frowned, not liking the condescension in her tone. “So Great and Powerful Trixie, what's our next move?”

Trixie shot me a confident smirk. “We investigate the residence, obviously.”

I rolled my eyes. “I figured that much. It’s the how that I'm curious about.”

She chuckled to herself. “Isn't it obvious? We knock.”

“Subtle,” Sunset said flatly.

Trixie glowered at Sunset. “Trixie is an accredited magus in the middle of an official investigation. She is allowed to go where she needs to when she needs to. If the ponies in that manor allow us in to investigate, then good. If they try and disrupt our lawful investigation, then even better—we’ll know they’re up to something.”

That seemed logical enough, though I could think of plenty of reasons why anypony would be nervous about our party suddenly arriving at their home and demanding entry. I knew I would be. Still, I couldn’t think of an argument against the course. It wasn’t like sneaking into the place was a better option, considering the situation.

Trixie turned her gaze to the manor. “But enough chitchat, we’ve wasted too much time as it is. Watch and learn as Trixie works her magic.”

Trixie led the way up to the door and knocked.

A moment later, an earth pony stallion with a yellow coat, neatly trimmed orange mane, and wearing a crisp uniform of a household servant opened the door. He immediately grimaced at the squad of magi and guardponies standing at the door. “Um, can I help you?”

Trixie lifted her nose to look down at the servant and spoke with a clear and authoritative voice. “I, Magus Trixie Lulamoon the Great and Powerful, demand entrance as part of an ongoing investigation.”

The servant winced and his ears fell flat against his head. “Do you, um, have a warrant?”

A disapproving frown worked its way onto Trixie’s features. “I am an Imperial Magus in the middle of an investigation. Stand aside.”

“M-Magus Iron Knock said not to admit anypony until further notice.” The servant gave us a smile that was as brittle as cracked glass. “Delicate experiments, he said. Veeery delicate, very important, and not to be disturbed. Yep, that’s what he told me.”

I shot an incredulous look Sunset’s way, and she reciprocated with an equally doubtful glower. This was certainly suspicious. If I was in this stallion’s shoes I would have been tripping over myself to comply with Trixie, however insufferable she might be.

Trixie’s eyes narrowed, and she pulled herself up to her full height. “You seem to misunderstand the situation; Trixie did not ask if your master was busy, or if this was a convenient time for him. I said to get out of my way. Now move, or you will arrested for impeding an investigation.”

The servant nervously glanced around for some kind of escape. “Can I ask the magus what he thinks I should do first?”

“No,” Trixie snapped. “Three. Two...”

Trixie didn’t reach one before the servant swung the door open and stood to the side. “Okay, okay! Sorry, I just had instructions, and...”

“Your instructions do not interest Trixie,” Trixie said as she imperiously strode past him.

The rest of us followed her into the manor and entered a large foyer dominated by a large staircase. The room was made of marble, impressive statues and buttresses lined the walls and staircase, and a shining chandelier with dozens of glowing crystals lit the room. Whoever this Magus Iron Knock was, he definitely aimed to impress his visitors.

I regarded the surrounding opulence with a wary eye. Something felt off here, though I couldn’t say what yet, and the servant’s behavior didn’t make me feel any better.

The servant pieced his brittle smile back together for Trixie. “Maybe I should tell the magus you’re here? I’m sure he would like to know he has guests.”

“Stay where I can see you.” Trixie nodded to one of the guards. “Keep him here and guard the door.”

The guard saluted and took a position by the door, giving the servant an unhappy glare as he did so. For the servant’s part, he didn’t meet any of our gazes and shuffled uncomfortably in place as we looked around. I couldn’t help but feel like a bully with how Trixie had steamrolled him, but the important thing was that we were closer to our goal.

Now that we were inside of the manor, I reached out with the Midnight’s tracking spell again. Half a dozen ravens flew in and took position by one of the doors in the foyer. I felt a tingle against my magic senses. It had been there since I had cast the tracking spell, but now it felt stronger than it had ever been.

The ravens raised their heads as one and cawed, “Doom! Doom!”

As if I couldn’t feel more nervous than I already was... I leaned in close to Sunset and Trixie. “She feels ... close. It's hard to describe.”

Sunset nodded. “I'll take point.”

Trixie held up a hoof before Sunset could do just that. “Trixie thinks not. It is her job to keep the two of you safe, so Trixie will be taking point.”

She brushed past us to the doorway. Sunset’s eyes narrowed, but I placed a hoof on her shoulder and shook my head. Sunset exchanged a look with me and let out a annoyed grunt, but nodded back. Crisis avoided, thankfully, we followed after Trixie with the guardponies in tow.

The doorway led us downstairs to a large room with strategically placed pillars likely intended to support the building. The walls were lined with a variety of arcane machinery that thrummed with activity. It seemed that Magus Iron had a very well stocked magus lab, though unlike the lab back at Sparkle Manor, the equipment here seemed to be scaled down industrial equipment.

I whistled as I took in the sight around us.

“Interesting.” Trixie’s horn glowed as she started scanning the magic in the air.

Sunset’s horn lit up as well. “Huh, somepony's been busy.”

“There's some really fancy equipment down here. Looks like a bunch magical artifice gear.” I pointed at one of the machines ahead of us. “That looks like a new model of mithril refiner and enchanter right there.”

Trixie’s frown deepened as she led us further into the basement lab. “So what is he making?”

Now that was a very good question. “It's hard to say,” I said, trying to study what the machines were making. “This stuff looks pretty advanced. Though it does seem like they’re making components for something, you could use this ... for...”

My answer died on my lips as we rounded one of the larger machines. The wall previously blocked from sight was covered by a large … I don’t even know if there’s word for it. Hoof-sized cubes line the wall from floor to ceiling, and a quarter of them contained a glowing symbol reminiscent of a cutie mark.

What in the world had we stumbled across? This wasn’t like anything I had seen before, and I could only guess what purpose it might serve. The inquisitive part of my mind buzzed and pleaded to study it.

A dozen or so ponies ponies worked the  materials as they built more cubes. Most of them froze when they saw us, confusion playing over their faces as we approached.

One of them, a unicorn mare with a pink coat and a purple-and-teal mane neatly done up, stepped forward, glaring at us. “And who might you be to barge into my home?”

Trixie grinned like the cat that had just caught the mouse. “Starlight Glimmer. I am Magus Trixie Lulamoon, the Great and Powerful, and you are wanted for questioning by the Imperial Magus Corps.”

Well, at least I knew my tracking spell wasn’t completely off. I didn’t see Cloud anywhere, but finding Starlight was a step in the right direction

Starlight grinned right back at Trixie, too confidently for a pony who had just been cornered by the law. “Is that so? Well sorry, but I'm a little too busy to be arrested right now. There's so much to do and so little time.”

If Trixie was perturbed by Starlight’s reaction, she didn’t show it. “So sorry to inconvenience you, but Trixie must insist you come in for questioning.” Her horn lit up, and I could feel her magic flowing into it. She was not bluffing. “Trixie assumes you will not be coming quietly, then?”

Starlight tsked and shook her head. “Sorry, but I'm finally starting to get some work done here, and I'm not going to let some uppity magi stop me.”

She her horn glowed as she prepared a spell, and Sunset did the same. I didn’t like this. Everything was escalating so quickly, but I didn’t know what to do to stop this from becoming a fight. My grandmother had always emphasized that you could never look weak in front of the opposition, and trying to seek a peaceful resolution to the situation on my part could be seen as undermining Trixie. As much as I didn’t like her personally, she was in charge. As my brother had told me, you followed your CO’s orders even if you didn’t like what they were doing. Otherwise you could end up doing more harm than good in the middle of a crisis.

Seeing little other recourse, I drew upon my own my own magic and braced for a fight.

“Such a shame...” Trixie cast a spell, and several dozen illusionary guards stormed in from behind us to pack our half of the enclosure. The ponies near Starlight quailed, but they didn’t have anywhere to back away to. There was one exit near Starlight, but none of them seemed willing to bolt—yet.

Starlight sneered and placed a hoof over her chest. “All these guards for little old me? I'm flattered.”

“Trixie does not believe in overkill.” Trixie turned her attention to Starlight’s supporters. “We represent Imperial justice. If you don't resist, we will be merciful. If you do...” She let the obvious threat hang in the air.

One of the ponies, a pegasus mare with a faded green coat looked to Starlight. “Starlight, maybe we should—”

Starlight’s head snapped her direction. “Quiet!” Her nostrils flared as the mare wilted in front of her. “This was always your problem: as soon as things got tough, you folded. Always saying we should be cautious, always delaying, always doing nothing. Well that's why I'm in charge now.”

Sunset leaned to me. “Hey, you see all those ponies’ cutie marks?” she murmured

I checked the cutie marks of the ponies around Starlight, and my eyes widened as a realization stuck me. “They’re all equal signs.” All of them but Starlight, at least. That didn’t strike me as a coincidence. “Think it's magical or mundane? Something feels off here. I just can’t put my hoof on it...”

“Probably magical.” Sunset nodded at the wall. “See that thing she's working on?”

“It's a little hard not to notice.” The wall positively thrummed with magic. My chest tightened as a horrifying thought struck me. “Wait, could those symbols in the boxes actually be cutie marks?”

Trixie cut in before Sunset could answer me, still talking to Starlight. “Last chance: surrender now, or you'll be charged with resisting lawful imperial authority.”

Starlight snorted. “And I wouldn't want that, eh? So that you can toss me into a cell and let some Ministry thugs torture and interrogate me for as long as they like? Sorry, but I stopped trusting imperial authority when I got jumped by one of the Ministry's goons.”

Trixie grin was replaced with a frown. “Opposing the Ministry's lawful authority is tantamount to treason.”

“I'm the traitor?” I could almost hear Starlight’s teeth grinding from across the room. “It's the Ministry that's betrayed the people! They spy on us, throw everyone in prison whenever they want to, and bully whoever they want. All they care about is perpetuating their own power and keeping everyone scared and defenseless so that the elite can maintain their rule. And they nearly killed my fillyfriend!”

Wait, her fillyfriend? Did she mean…?

“Choose who you are loyal to—now,” Trixie told the workers with dreadful finality.

The ponies opposite of us hesitated, nervously glanced shifted between Starlight and us. Then to my relief, one of them laid down on the floor and held up his forehooves in surrender. The dam quickly broke as  more of them did the same. That was good. Trixie’s illusionary guardponies were a good bluff, but things might have gotten ugly if Starlight’s group called it. We were outnumbered, and while all of us were trained to deal with this type of scenario to one degree or another, I still didn't like the idea of being charged by a couple dozen ponies in such a confined space.

When better than a dozen of the ponies surrendered, it looked like we might be able to resolve the crisis without violence, or at least with only Starlight to deal with. Then that would allow us to question her about Cloud, find her with the tracking spell, and wrap this case in a nice little bow.

Unfortunately, Starlight had other ideas.

She stomped a hoof and at those around her. “Stop!” A strong pulse of magic shot out of her horn, and all of her supporters stood up straight in unison, the doubt on their faces gone.

My eyes widened when I realized what had happened. “She's using mind control on them!”

“Damned right I am!” Starlight shot back and a nasty grin spread on her lips. “And I'm loving it. You see, no matter what group I worked with, there was always a major problem. All we ever did was talk. We argued about the best course of action and what our goals should be, how we should recruit people, print brochures, gain the support of the people. There was always a thousand and one things to talk about, but you want to know what we actually got done? Nothing! The people were suffering, being kicked down and oppressed, and we had trouble agreeing when we should have meetings and what concessions to bring each week.” Her features darkened. “And you want to know what I figured out a couple of weeks ago? That things go so much smoother when ponies just do as I say. Since I took over, I've taken control of this manor and its lab from its elitist master, grown our membership, and so much more. Give me a couple of weeks and I'll be running this town.”

As she rambled, I realized I was dealing with a madmare. She had to know the consequences of using mind control on ponies, had to know that she was violating the very essence of their being and free will—and that she was doing it on a mass scale. Whatever her reasons, however noble she thought her intentions, it didn't mean what she was doing wasn't evil at its core.

Trixie must have agreed, because her features hardened. “Bring her down!” The room descended into madness as the guards—both real and illusionary—guards charged forward with a battle cry, and the ponies under Starlight's mind control did the same.

“Damn!” Sunset scowled and worked to counter the mind control.

Starlight glared at Sunset as she cast her spell. “No you don't!” Dozens upon dozens of objects floated in her teal magical aura. Tools, safety equipment, and artifice construction materials flew at us in a mass wave over her followers’ heads. Two dozen of Trixie’s illusions popped out of existence as they were struck and one of the guardponies only barely managed to dodge the worst of it by reflexively dropping to the ground.

Seeing the oncoming threat , I cast a shield spell over myself, Sunset, and Trixie. The objects pinged against the shield and fell to the floor uselessly, many of them broken by the collision.

As Sunset completed her spell, half of the ponies under Starlight’s control staggered as though struck by a physical blow. But the other half kept right on coming. Whatever mind control magic Starlight was using must have been powerful stuff if Sunset’s spell couldn’t break the connection.

But I didn’t have much time to think about that when the charging ponies collided. More of the illusions disappeared as they were struck by the mind-controlled ponies. I expected that part of the fight to turn against us as the illusions were quickly destroyed, but then to my surprise, some of the illusionary guards actually started hitting back and grappled their opponents down to the ground.

Trixie’s face was a grimacing mask of concentration, the strain was obvious on her features. Then I figured out what she was doing: it seemed that her ideas about making illusions semi-real were more than mere theory, and she was replacing her illusionary guards almost as quickly as they were destroyed. I had to admit, it was no small feat of magic to maintain all of that, but it was working.

Seeing the threat as the guards through her line of coerced supporters, Starlight fired energy bolts into several of the illusions that charged her. Sunset fired off a sheet of ice around Starlight’s legs to try and pin her in place, but Starlight freed herself with another beam.

“You think you can take me?!” Starlight screamed as she poured more magic into her horn. “Nopony is going to stop me! Never again!”

Despite her words, Starlight was badly pressed. She fired off more magical beams as more of the illusionary guards closed with her. Sunset sent a fireball at her, forcing Starlight to throw up a shield to block it. Seeing an opening, I fired off a carefully aimed stunbolt that curved in midair and around Starlight’s shield. She tried to redirect it , but she was dealing with too many attacks from too many angles, and it was three magi against one half-trained dropout.

The stunbolt struck Starlight in the side and she gasped in pain as she collapsed to the ground. She tried to push herself back up to her hooves, but illusions piled onto her. Her horn glowed as she tried to cast another spell, but one of the illusions struck it and canceled out her magic. Several more blows followed the first as she was beaten into submission. It seemed that Trixie wasn’t big on mercy where mind controlling warlocks were concerned.

Then just like that, the battle was over. It took several moments for it to really register for me. All of Starlight’s supporters were now down, the real guards quickly and efficiently slapping manacles on each of them as the illusions restrained them. The bulk of them remained on top of Starlight to ensure she was down for the count.

For her part, Trixie was panting and sweating heavily, but she had a triumphant grin on her face. “Starlight Glimmer, Magus Trixie the Great and Powerful is proud to announce that you’re under arrest for mind control, treason, resisting arrest, and a half dozen other things Trixie will have to spend hours of paperwork on later.”

Starlight squirmed futilely to get the illusions off of her, struggling that became increasingly futile as one of the guards came over, a pair of manacles pulled out just for her. “Y-you think I'm even close to being done yet?”

“You look pretty done to me,” Sunset mocked.

Once Starlight was in manacles, Trixie let the illusions drop to her visible relief. “Bark as much as you want, but you’re going to be spending a long time in a jail cell. And Trixie is sure the Ministry will want a few words with you.”

“Then they’re just going to have to wait.” Starlight grinned up at us, despite her plight. “Because I'm not dumb enough to depend upon all of these losers to get anything done—not when the Imperial Guard and the Ministry comes knocking. So I decided to summon up some help.”

Trixie’s eyes narrowed. “What are you talking about?”

Starlight’s lips curved in a feline smile. “Oooh, after I ... convinced Magus Iron about the validity of Equalization, I found some very interesting stuff in his family’s personal library. Such as the names of some new friends I made from another dimension.”

That did not sound good. There were all sorts of nasty things you could summon from other realities if you really wanted to, though that tended to end poorly for anypony who tried unless they knew what they were doing. Considering Starlight seemed to be a couple screwdrivers short of a full toolset, it sounded like we were fast heading towards ‘ended poorly’ territory.

“What did you do?” Trixie asked, trepidation creeping into her voice.

As if to answer Trixie’s question, the temperature in the room dropped, and the lights dimmed enough to make the shadows creep towards us as if of their own accord.

I backed up next to Sunset and Trixie. “This might be a bit redundant what with the crowd, but I don't think we're alone in here.”

Trixie stood back-to-back with me and Sunset, her head darting around in search for the threat. “Be on your guard!”

Starlight smiled smugly despite being held down and constrained. “Meet my new friends from the Shadow Realm. I gave them a door to let them into our dimension, and boy do they want to meet some new ponies. New ponies like you.”

Sunset’s horn re-alit and she glowered at the shadows. “Are you crazy?!”

I prepared half a dozen protection spells, ready to cast any of them at a moment’s notice. “Half the creatures of that plane are anathema to our reality! Do you have any idea what you’re dealing with?!” I’d only read bits and pieces about the Shadow Realm—a lot about the plane was considered forbidden knowledge—but what I knew wasn’t very good.

“Trixie agrees. You’re a madmare!”

Starlight snorted. “You only say that because you don't have enough imagination. So many stupid things are forbidden by the Empire when they could be put to so much good, at least when you have someone with the right vision holding the reins. Like how I'm going to use the power of the Shadow Realm to kick your plots from here all the way back to Canterlot!”

“You have no idea what you're trifling with, you foal!” Trixie countered.

“I know exactly what I'm doing.” Starlight’s eyes glinted with mad excitement. “I'm going to draw on everything I need in order to tear down the whole corrupt system that's the Equestrian Empire! I’m going to burn it all down and make Equestria fair, equal, and just again! And if I have to break a few eggs to do it, then so be it!”

The temperature continued to drop, enveloping everything in a layer of frost. Starlight’s followers started to shiver, and I had a feeling it wasn’t just due to the cold as they glanced around with wide eyes. Did they have any idea about what Starlight must have summoned?

A pair of writhing shadowy forms, indistinct in shape, darted at us with blinding quickness. Dark tendrils grabbed the guard holding Starlight down and flung him against a nearby wall with a meaty thud. The guard fell to the ground listlessly.

The second shadow-creature flowed around the other two guards and several of Starlight’s followers. Screams died almost as soon as they rose as the shadow enveloped them.

It had all happened so fast. In less than a minute, we had gone from having the problem under control to it spiralling into madness.

I barely got a dome shield up when the Shadow Realm creatures came for us. They slammed into my shield like a charging , cracking it almost instantly. Writhing tendrils probed for weaknesses in the shield, and I could feel them trying to force their way in.

Trixie leapt to counter attack. A cloud of sparkling blue magic wrapped itself around one of the shadow-creatures. The living shadow immediately turned on Trixie’s construct and the two forms writhed in a swirling mass, each trying to overwhelm the other.

The other creature continued its assault on my shield, and as the cracks kept growing I started to get desperate. “Sunset!”

“Got it!” A jet of flame as hot and furious as anything I had ever seen from Sunset poured forth, and I pressed my ears against my head to try and block the unearthly screech. Soon the stone and machinery around the shadow were baked red and then white hot, stone and metal melting and bubbling from the incredible heat. The magical fire burned away at the writhing mass of shadows all the remained was sizzling stone and wrecked arcane machinery.

Trixie’s construct continued its death-grapple with the other shadow, her gaze locked in concentration. “Trixie ... will not ... let you ... win!” Somehow, Trixie’s blue cloud pinned the shadow to the floor, though it was clear that she was only doing so by the barest margins. “Trixie has you!”

A stick of chalk flew out of Trixie’s saddlebags and quickly drew a circle around the shadow. Once it closed, it glowed with Trixie’s magic as she worked another spell. “The Great and Powerful Trixie banishes to your dark realm of shadows and nightmares, foul creature! For one hundred years and a day, you shall not return to this realm of existence! Begone!”

A harsh blue light flared within the circle, and the shadow started sinking into that light, vainly struggling to prevent its banishment. A final tenebrous screech echoed through the hall, followed by a second blast of light, and then there was nothing.

Trixie fell to her haunches, deep bags under her eyes and a worn but triumphant grin on her lips. “Hah ... hah ... Trixie ... cannot be...” She collapsed, and I barely caught her in time as she collapsed.

“Are you okay?” I asked.

Trixie grunted and weakly raised a hoof. “After...”

I looked to where she was pointing and saw that Starlight was running up the stairs, her chains broken. She must have escaped while we were distracted by the shadows. Sunset didn’t waste any time running after Starlight as she darted out of my view.

I stared down at Trixie, unsure whether to go after Starlight or to stay with her. Trixie must have figured out what I was thinking, because she waved me off. “Go. Trixie ... be okay. Stop her. Before...”

I wasn’t wild about the idea of leaving her alone, but I was less wild about letting Starlight go. That mare was clearly off her rocker. There was no telling what she might do next with her reckless spellcasting, and if she was willing to violate one of the most fundamentals laws of magic just to set up her base of operations, nothing was off-limits to her.

I gently laid Trixie down and ran after Sunset and Starlight. The thumps of magic impacting magic reverberated down the stairway as I ascended it. When I reached the top, Sunset was holding a smoking ice shield while Starlight glared at her, her horn whisping from expended spellcasting. Near the door was the guard Trixie had left behind, lying motionless. Whether he was alive or dead I could only guess.

Starlight seethed as she turned to face us. “You know, I have to wonder. How in the world you managed to find me? I’ve been able to avoid imperial authorities, then all of the sudden you show up.”

Sunset smirked. “Trade secret.”

“Aren't you a cheeky bitch?” Starlight fired off a beam of pure heat-energy at her.

Pity for her that she was dealing with an expert pyromancer. Sunset almost casually redirected Starlight’s attack right back to her. Starlight’s eyes widened, and she barely managed to grab a nearby statue in time to toss it front of her. The statue exploded when it was stuck, causing Starlight to get peppered by shards of marble and she was knocked back a few steps.

I fired another stunbolt in the hopes of catching her while she was on her heels, but another statue took the shot for her.

“Don't call my fillyfriend a bitch!” I snarled. I turned the stone under Starlight’s hooves into a slurpy mud that she sank into with a yelp. “Now, give up; it’s two against one, and you can’t outcast the both of us at the same.”

It was applied theory for how magi were supposed to deal with a warlock in a spellslinging battle. As long as I concentrated on defense, Sunset could concentrate on the offense until she got the upper hoof and both of us could go on the attack to overwhelm Starlight. With Sunset and I both being alpha unicorns, it was highly unlikely Starlight would be able to outlast the pair of us.

Starlight struggled to pull herself out of the chest-deep mud and barely moved an inch. It seemed that logic was something she was only peripherally aware of, because she refused to acknowledge that this wasn't going to end well for her. “Then I'll just have to even the odds. Cloud! Help me!”

Cloud?

A pegasus in crimson armor burst into the foyer, screaming in a voice that was simultaneously familiar and alien. “Starlight!”

I blinked at the sight of the pony. “Cloud? Is that you?!”

The mare looked like Cloud, but ... not. Where before she had been a pony of flesh and bone, now the left side of her body had been replaced with some form of metal, from her face, neck, and torso to her left front leg and left wing. A red gem stared at me from one eye socket, glowing as it scanned the foyer.

“Leave Starlight alone!” Cloud roared, charging me and Sunset.

Before I could say anything, Sunset threw a fireball at Cloud, almost out of instinct—but instead of exploding or setting her on fire, the fireball parted around her harmlessly.

“Cloud, stop!” I pleaded. I had never wanted to fight anypony, much less the mare we were searching for, but she charged with her wing blades outstretched. In response, I created a series of air bands and sent them flying at Cloud. They wrapped themselves around her without causing too much damage, and I hoped I could undo whatever illegal spell Starlight had her under.

But like Sunset’s fireball, the holding spell slid off of her. Sunset followed that attack up with a pair of icy spears, which shattered against her breastplate and barely dented the magically enchanted armor.

Cloud closed the gap between us as I could got another spell off, swinging her wing blade right as I cast a teleportation spell. As Sunset and I reappeared on the other side of the foyer my neck burned and I instinctively pressed a hoof against the spot. I felt something wet on my hoof and withdrew it to see it stained with blood. I had been a fraction of a second from death.

Sunset spread out her legs in a combat stance and drew up more of her magic to continue the fight. “Careful, she's got some kind of magic resistance!”

“I noticed!” I drew upon more of my magic, trying to think of a way to disable Cloud without hurting her.

Starlight grinned nastily at us as she telekinetically pulled herself out of the mud. She landed beyond the pool as Cloud took position beside her. “What’s the matter? Not so hot now that you can't depend on your magic to deal with your problems?”

“What did you do to her?!” I demanded. “She wasn't like this the last time I saw her!”

“I saved her!” Starlight screamed. “I did what I had to to save her life after your damned Ministry nearly killed her! Look what one of their agents did! I had to take over this manor so that I could get the parts I needed to put her back together.”

Sunset raised a skeptical eyebrow. “Really? 'Cause it looks like you turned her into an abomination.”

Rage flashed over Starlight's features. “She is not an abomination! You two think you're so smart? Well you don't know anything! She would be dead without me!”

“Maybe she'd be better off that way,” Sunset said, giving Cloud a disapproving frown.

For her part, Cloud remained silent staring at us impassively and standing by Starlight’s side. There were several possible explanation for Cloud’s current status, but I couldn't be sure without studying her properly.

“And who are you to make that judgment?” Starlight demanded. “What gives you the right to say what's right and wrong? All you imperials judge and judge and judge, but it's the people who suffer for all your rules.”

Sunset rolled her eyes. “Yeah, I'm sure the dozens of ponies whose free will you ripped away or the Imperial Guardsmare you murdered and brought back as an undead abomination haven't suffered at all.”

“Things are better this way!” Starlight screeched, the veins on her head and neck pulsing. “No more arguing, no more bickering—everything is going so much better now that everypony just does as I say. I know what needs to get done and it's finally getting done.”

“Subverting the free will of ponies is wrong!” I snarled back. “Never mind whatever else you’ve been getting up to.”

“Like what the Empress does is any better!” Starlight was nearly foaming at the mouth. If there was a point where we might have been able to reason with her, we had long since passed it. “She's got you all on puppet strings and you don't even see it!”

“Oh, just shut up!” Sunset snapped back, a sentiment I wholly agreed with. “Nopony wants to hear your horseapples.” She launched a fireball right at Starlight. Cloud dodged to the side and charged us. The fireball struck Starlight’s shield with enough force to crack the marble around her and send stone shards flying. Sunset then created a solid sheet of ice under Cloud’s hooves; Cloud skidded as she ran, but flapped her wings to regain her balance.

“Let's get them, Cloud!” Starlight fired an energy beam into the ceiling. The chandelier creaked and fell along with chunks of the ceiling. Not wanting to be crushed , I teleported myself and Sunset out of danger and onto the top of the staircase overlooking the foyer.

Cloud turned and flapped her wings to speed towards us, wing blades at the ready. Sunset started casting another spell but I held up a hoof; instead, I ripped up a large rug near us and tossed it at Cloud. She tried to dodge it by jerking to the side, but to no avail. It slammed into her and wrapped it around her, slamming her into the railing. She fell to the floor with a painful thud.

“Freeze her!” I called out to Sunset.

Sunset responded immediately with an ice spell. While Cloud herself was resistant to magic, the rug covering her wasn’t. Chunks of ice grew on top of it, encasing Cloud in a solid layer of ice.

Sunset looked over the railing at her handywork. “Okay, I think—” A pair of loud bangs cut her off as Cloud’s metal leg smashed through the ice. “... Damn.” Sunset responded with another, thicker, layer of ice. “I’m not sure how long that’s going to hold her.”

“Then let's deal with Starlight before she gets out.” I turned to look down at Starlight. “Give it up. You can't overpower both of us.”

“Oh yes I can.” Her attempts to sound confident were undercut by her sagging shoulders and the obvious fatigue in her face. Still, her confident grin hadn’t wavered. “You see, once I realized all the rules shouldn't apply to me, it expanded my options in ways you wouldn't believe.”

“I thought I told you to shut up already!” Sunset tossed another fireball at Starlight which she again blocked, though her shield flickered this time. Whatever she was talking about, she was nearly tapped.

“Fine!” Starlight glared at Sunset as she expanded her shield into an all-encompassing dome. Her horn lit and started glowing brighter and brighter. Power—a lot of it, even by the standards of our fight—started flowing into her. I could feel the wall in the basement thrumming to life, feeding unhealthy levels of magic into its master.

Sunset’s face tightened. “Whatever she's doing, I don't think we want to let her finish!”

“Agreed!”

The both of us fired full powered magical blasts at Starlight. My magenta energy beam met and Sunset’s white-hot heat attack collided with Starlight’s shield, and the world in front of us exploded.

I coughed on the dust and smoke as I tried to make out the damage. The dust slowly cleared to reveal a large hole, and the glow of the wall shone through the gap. Despite the devastation around her, Starlight stood unharmed. A glowing white disk of energy under her hooves kept her aloft, and she grinned maniacally up at us with glowing eyes. Most worrying of all, that major upsurge of magic hadn’t abated at all.

“You two are so lucky.” Starlight raised her magical disk to stand above us. “You're going to see what the power of the masses really looks like.”

“What did you do?” Sunset demanded.

“Jealous? I don’t blame you.” Starlight laughed. “You see, I've been thinking about a lot of things recently—like why ponies are so unhappy and why the Empire is such a mess. The problem is that everypony is unequal. Be it wealth, talent, social class, all of it. So what I'm going to do is ... level it. Step one of that is taking away all the cutie marks, and make every individual be equal in ability to one another. Take everyone down to the same common denominator.”

So that’s what she had been doing. Had she actually found a way to take away ponies’ cutie marks? Was that what that wall was? A cutie mark storage unit? The implications of that were horrifying. Doubly so if Starlight had figured out a way to draw on their magic.

“What about all the non-ponies in the empire?” Sunset asked, wanting to pop Starlight’s bubble. “Gryphons and caribou and Free Minds and buffalo don't have those.”

Starlight’s face twitched. “I-I'll figure that out once I find a method to do the same thing to them too! I've stripped cutie marks from ponies, so I can figure out how to do something similar to everyone else to make a perfectly equal society. It’s just details by this point.”

Sunset frowned. “Yeeeah ... I don't think we can let you get away with that.”

“Just saying, you're loopier than a gordian knot,” I added.

Anger returned to Starlight’s voice. “Yeah? Well just try and stop me!” She charged up an energy blast, one I didn’t even want to try to block. When she fired it, I teleported back to the foyer base floor. The blast hit the top of the stairs and annihilated them, making me feel much better about the decision to evade rather than block.

“I have the power from all of the cutie marks I've removed!” Starlight laughed in a way that put the state of her sanity even more in question. “This is the power of the masses. No one of them might be as strong as you, but all of them together...”

“Yeah, only question is whether you blow yourself up using all that power,” Sunset pointed out.

“There are reasons why nopony does anything that crazy,” I agreed.

Starlight scoffed at us. “Please, I'm in perfect control here.” The debris in the foyer rose and started revolving around her. “And soon enough, I'm going to have enough power to be able to beat the Empress Sunbeam Sparkle herself. With her out of the way I’ll make a perfect Equestria.”

She wanted to hurt my grandmother? Well of course she did. She could hardly bring about her crazy vision of Equestria unless she overthrew the Empress.

Sunset leaned over to me. “We have to disrupt her connection to that ... that thing she's storing the marks in.”

“Right! Cut her off at the source,” I agreed. It was the best plan I could come up with at the moment, in any event.

“Hey! No planning mid-fight!” Starlight fired off another blast at us, too quickly for us to do anything but throw up a unified shield in response. The shield held—barely. It spiderwebbed under the strain of the attack, and I had a feeling that Starlight hadn’t thrown her full might behind it.

Sunset and I exchanged a look, and a silent agreement was made. I would try and shut down the artifice while she distracted Starlight. Sunset was better at combat casting, while artifacts like the wall were more up my alley. It wasn’t perfect, but it was all we had unless we wanted to run.

To keep her guessing, I created a dozen illusionary copies of myself that scattered about the room, then followed that up with an invisibility spell over myself. Sunset opened up with a rapid exchange of fire and ice to grab Starlight’s attention. The attacks bounced uselessly against Starlight’s shield, but her attention was now firmly on Sunset. I teleported down to the basement while she was distracted.

“You're a mosquito to me!” Starlight screamed above me, and a loud crash and explosion shook the manor. “And I'm going to squash you!”

I tried to put the fight above me out of my mind. Oh sure, every second I didn’t figure out how to shut down an extremely complicated device was another second where Sunset might be horribly killed, no sweat. Whatever the difficulties, I had to turn this thing off if we were going to stop Starlight.

“Twi, whatever you're doing, do it fast!” Sunset call from upstairs as another explosion rocked the manor.

I bit down on my tongue to keep from wasting time responding. Each cube was an independently locked storage container which fed the device with the innate magic of the cutie mark within it. Problem one, this thing had apparently not been designed with an off switch, or at least one hadn’t been installed yet. Its failsafes and power surges were only barely sufficient to channel the contained energies contained, with the power regulators of each individual cube intended to handle most of that. Whether that was a design oversight or a part of its incomplete nature I couldn’t tell. Though maybe—

My thoughts were interrupted as the roof above my head was ripped away and tossed aside. Starlight grinned down at me. “There you are!” A fireball collected in front of her and then shot down towards me.

“No!”  Sunset screamed and teleported in front of me. An ice shield formed in front of us just in time to block the fireball. It shattered from the force of the impact, and Sunset was thrown against me and and us slammed into the wall.

Stars flashed in front of my vision, and it was suddenly very hard to concentrate on anything.

Sunset tried to stand but winced when she tried. “Twi...” She grunted with effort but couldn’t stand. Was she already tapped from our battle with Starlight?

I tried to gather my thoughts, but I had been completely derailed by that last attack. We needed some means to shut Starlight’s wall down safely, but I didn’t know how to do that yet. I needed time, but time was what we were out of as Starlight gathered up another fireball.

Starlight smiled smugly. “Aaaw, you two are tuckered out.” Her fireball grew in size as she wound up her finishing blow. “Let me put you two to bed. Permanently!”

Sunset groaned, and her horn only threw off sparks as she tried to cast a spell. “Twi, I don't think I can block this one.”

Starlight lifted her fireball when an orb of light shot up next to us. Her eyes widened, and she hastily diverted magic from her fireball to her shield. While her shield would have been more than sufficient protection against a direct attack, it didn’t protect her from the deafening roar and blinding flash of light that went off right next to her head.

Even from all the way in the basement, I had to to close my eyes and flatten my ears against the assault against my senses. I didn’t even want to think about what Starlight was experiencing. Starlight herself screamed in pain and dropped her fireball. My heart clenched, but sheer dumb luck saved us as the fireball fell outside of the hole into the basement and exploded harmlessly.

Trixie’s invisibility spell fell away, answering the question of who had cast the thunderflash spell. Her face was pale from exertion and she fell against the cube-wall next to us. She looked to me, her face tight with fatigue. “Twilight, if you’re going to do something, Trixie suggests you do it now.”

She was right. Starlight probably wouldn’t need long to recover enough to attack again, and I wouldn’t have the power to stop her alone.

I forced myself up to my hooves and turned towards the collection of cutie marks, still at a loss for a delicate way to shut it down. I didn’t like it, but if there wasn’t a efficient way to stop this then there was always brute force. Closing my eyes, I drew deeply on what remained of my magic, sought out the wall’s energy wells, spell matrixes, and magic conductors, and hit them with everything I had.

Despite its size and complexity, the setup proved to be surprisingly delicate. Sparks shot off the artifice as its compensators overloaded. Cubes burst open as the building power within them demanded release, their stolen cutie marks darting out like so many fireflies. Those that belonged to the ponies nearby returned to them while the rest flew out of the manor. Cracks formed and more sparks fell as the wall died a sudden and horrible death.

It whined menacingly in its death throes, which made me realize that standing right in front of it probably wasn't the smartest idea. Sunset grabbed me and pulled me to the floor, shielding me from the explosion with her body. I just lay there for a time, ears ringing and body aching. Eventually, I blinked my eyes and coughed out a mouthful of dust. Sunset was still on top of me, unmoving. “Sunset! Are you okay?”

Sunset groaned and rolled off of me. “Yeah.” She coughed as well before looking herself over, wincing. “A little torn up, but I don't think it's anything other than surface damage. I am gonna feel that once the adrenaline wears off, though. Good thing we were wearing armor.”

“No kidding.” That was something I was going to have to thank Grandmother for once this was all over.

“Trixie is fine too, by the way,” Trixie grumbled from under a table. She crawled out from her cover, grumbling something unflattering about rookies and how unfair the universe was as she dusted off her hat.

I couldn't help but chuckle; it felt good, even though I felt like I could sleep for a solid week after everything I had been through. “I think that worked.”

“I sure hope so. Starlight hasn't blown us to smithereens yet, so that’s a good sign. ” Sunset grunted and stood up. She wavered for a second, but righted herself before she fell. Her gaze looked about the smashed up basement laboratory. “Found Starlight.”

Sunset helped me to my hooves and we all walked over to where Starlight lay. Her supporters milled about the basement as though in a daze. Considering what they had been through, I didn't blame them for being a bit stunned.

Starlight glared hatefully at us as we stood over her. She looked at least as bad as the rest of us. Having fallen through the hole to the basement, I would be surprised if she hadn't broken something. “W-what have you d-done?!”

“We stopped you,” I said. “That's what.”

Sunset nodded. “Yeah, so give up and ... uh ... ooh.” She grimaced with a pained look on her face.

I instinctively placed a comforting hoof on her shoulder. “Sunset, what is it? Are you sure you’re all right?”

Sunset shook her head. “Not me. Her.” She pointed down at Starlight.

My eyes widened as I realized what had caught her attention. She clutched her sides as several sparks shot out of Starlight’s horn in a magical discharge. “What ...what did you—ah! Do to me!?”

Sunset hissed through her teeth. “Looks like the backlash really messed her up.”

Trixie pulled a magic suppression ring out of her robes. “Trixie will have a doctor look her over once she’s safely in custody.” She slid the ring onto her horn—but then it slowly slid through her horn like it was jello. The ring fell to the floor, leaving Starlight’s horn seemingly untouched. Trixie frowned at the sight. “That ... is not normal.”

No, no it wasn't. I scanned Starlight with a basic medical spell. Then I whipped up more detailed scanning spells. “Oh ... oh no. This isn’t good.”

More magical electrical arcs shot off of Starlight, and she screamed in pain as she temporarily divided into three translucent versions of herself. She came back together, but the agony was clear on her face. “What. Did. You. Do. To. ME?!”

I bit my lip and looked at the others. “She’s in a lot of trouble. It looks like the spell she was using to harness all those cutie marks had a stabilizing factor. Part of it went straight to holding her molecules together, since that much power running through a pony’s system would normally rip you apart. That part of the spell is still holding up, but now that she’s been cut off from the cutie marks it’s losing the capability to hold her together—which is a big problem when her molecules are still pulling away from each other thanks to being super-excited by being oversaturated with magic.”

Trixie frowned contemplatively. “Meaning?”

“She's gonna go boom, isn't she?” Sunset asked quietly.

I nodded. “Her very metaphysical being is slowly being torn apart. It’s just a matter of when the glue fails. And when it gives...”

“E-explode?” Starlight blurred and her voice became weirdly distorted. “I-I-I-I c-c-c'n't ex-ex-plode! Theeere's so m-m-much to do! T-thiiis i—t right! H-help-p-p meee!”

I couldn’t meet Starlight’s pleading gaze. Maybe if I was completely fresh and had the right tool I could have done something, but I was nearly tapped out from the fight. My brain felt like it was fighting through molasses, and I was only surrounded by a bunch of broken tools and machinery. I hated thinking it, but Starlight was a lost cause if I was right. All I could do was concentrate on what I could save.

“I’m sorry Starlight, but there isn’t anything I can do.” I turned my attention to the others. “I think we need to get everypony out. Maybe if we put up a shield around the manor we can contain the explosion within the building.”

Trixie nodded sharply. “Then we get everypony out of here.” She raised her voice to address Starlight’s followers. “Get moving, all of you! You’re not allowed to die until Trixie’s interrogated your treasonous hides! Move, move, move!” She grabbed the nearest pony and pushed him along, throwing out more encouragement and curses as she went.

I started to move to help her when I saw something flying down the hole to the basement. “STARLIGHT!” Cloud Kicker screamed as she landed next to volatile unicorn.

Starlight reached a hoof out to her. “Cloud, p-please, help!”

A look of horror flashed over Cloud’s face as she looked her over. “No, no!” She reached for Starlight, but got hit with a magical discharge for her trouble and yelped in pain.

I reached out for Cloud but stopped myself short of her. “Cloud, no! There isn’t anything you can do to help her!”

If Cloud even heard me as she stepped toward Starlight, she didn’t show it. She was hit by more magical discharges, but slowly forced herself forward.

Sunset grasped my leg. “Come on, there’s nothing we can do.”

I almost allowed myself to go with her when Cloud actually managed to reach Starlight. Her magical resistance must have given her enough protection to pick her up and put her on her back, then start running for one of the doorways.

My eyes widened as I saw a disaster unfolding before my eyes. I created a wall of ice that Cloud slammed into. “No! You can't run with her! All the buildings around here have ponies in them!”

Cloud stabilized herself and looked down at the spasming unicorn for a long moment. She then turned her gaze to meet my eyes—eyes filled with ... sadness?
 
“I'll go up.” Those were the only words she said, but I could hear what she was begging me to do. It wasn’t anything I could describe, but as I looked into her eyes, I knew she what she planned to do.

“You sure?” Not that I was sure I could stop her. Not without getting myself killed either fighting her or when Starlight finally self-destructed.

Cloud nodded.

I cast a spell over her, forming a magenta bubble around her. “The shield will travel with you and help contain the explosion.” There was a lot more I wanted to say to Cloud. Of all the ways I imagined this journey ending, this wasn’t it. “I'm sorry, for everything.”

Cloud’s nodded again, then took off and flew straight up, out of the basement and through a hole in the roof.

I worked with Sunset and Trixie to evacuate the manor. By the time we made it outside, Cloud and Starlight were barely a speck in the air. Then, without warning, a second sun emerged from the blue, the light bright enough that it was painful even through closed eyelids. A moment later, the shockwave hit hard enough to drive all of us to the ground. It was some time before I managed to stand back up.

I looked to the sky, but saw no trace of Cloud or Starlight.