//------------------------------//
// Level Three 
// Story: The Olden World 
// by Czar_Yoshi 
//------------------------------//

A hoof crested the final step of a flight of stairs, and Maple dragged herself onto a new street, panting. She took a moment to lean against a mostly-intact wall, head and tail drooping as she caught her breath. Behind and above her, Valey flapped, a groggy Starlight resting on her back and a still-shocked Redshift dangling by her barrel from the mare's forelimbs. Redshift's eyes were unblinking pinpricks, neither focusing nor moving, ears pressed flat against her head.

The third level of Blueleaf was another shade lighter than the two below it, sunlight still hesitant to make its way to the floor but occasionally visible in bright squares and polygons against the walls. It was still gray, bright enough to read by, and safe enough that they finally weren't alone.

While by no means a healthy crowd, ponies stood in the streets, forgoing scarves or jackets as the jungle heat began to exert its presence again. The air was pocketed and a mix of extreme hot and cold, hardly a pleasant conglomerate but much more tolerable than either extreme on its own. The road had slightly fewer holes, and the wood and sparse metal used to make it was significantly newer than the misshapen, recycled sheets below. Bridges still crossed overhead, but with far less frequency than they had before, and Maple even spotted a mare wearing something that to a particular income bracket would qualify as nice.

The rise in quality of living as they climbed was palpable, exhibited by the presence of functional doors on nearly every entry, but it was most apparent in the ponies themselves. For the first time since the wide main street at the town's entrance, ponies talked to each other, and looked forward with eyes that could think about more than where their next source of light would come from. Manes were still dirty, coats were still patched or ungroomed, but the ponies of the third level had enough hope to get up, go outside and do things with their days. It made a world of difference.

"It's like a tiny version of Ironridge..." Maple whispered as they passed a pony, favoring a hind leg, who was meekly pushing more-identifiable trash into a bag. "The higher up you go, the better things get. I bet the top level is full of aristocrats and private mansions. I wouldn't be surprised if it's guarded and we can't go there at all..."

"No fur off my back," Valey replied with a shrug as she flapped along, careful not to jostle either of the fillies. "I'm kinda liking where we are right now, personally. Seedy enough for ponies to want to be up to something, rich enough for there to be things for them to be up to. Let's find somewhere we can sit down, put our hooves up and wait for these two to unscramble their brains."

Starlight groaned in response, horn dim and eyes dull. "I'm not scrambled! I just hurt and have a headache and want to lie down!"

"Yeah, yeah, same difference." Valey shrugged again, fortifying her grip on Redshift. "But this other one's a potato. I mean, I'm flattered that she thinks I'm so scary, but this is kind of getting annoying, you know?" She bounced Redshift and craned her neck, trying to look into the filly's eyes. "Wakey wakey, kid! You're being boring!"

Something shifted in Redshift's eyes, but she made no response. "Eh," Valey dismissed, holding her normally again and flapping forward, "she'll come around. Hey, Ironflanks!" She nudged Maple heavily. "Go ask some ponies if there's a bar around here, or something. I'll back you up if things get hairy, but if I ask myself they'll just lie. I am infamous, after all."

That infamousness, Maple reflected as she approached a middle-aged mare with a threadbare tail and a coat one size too big, only translated into the same mistrustful looks the ponies already gave each other, a smattering of acquaintances aside. After all, why trust a notorious troublemaker less than a complete stranger when there was a good chance the stranger was worse?

"Hello?" she asked, trying to conceal the cramps and aches spread throughout her body. "Do you know if there's a bar or food place nearby? I'm slightly new to this part of town, and, well..."

The mare just stared at her like a cow chewing its cud. Maple half-expected her to moo.

"Umm..." Maple blinked, considering how to best get the mare's attention, stepping backwards so she didn't just walk by. "I asked if-"

"Get lost," the mare grunted, roughly shoving Maple aside with a forelimb, not even looking her way as she staggered and very nearly avoided falling over.

"Ah..." Maple hissed, rubbing the spot on her chest gingerly where she had been punched, another ache added to her collection. "Ow..."

She chanced a look to where Valey was, preparing to ask if she really had to do that again... only to see Redshift sitting dazed on her own, Starlight standing uncertain guard over her. "Where...?"

Maple's eyes quickly scanned the surrounding area... and as they passed the mare who had shoved her, she saw a hoof dart out from the shadows beneath her, sharply prodding the bottom of her barrel and vanishing immediately after. Her eyes widened in interest.

"Huh?" The mare took several sharp steps backward, staring wildly for what had touched her. "What the...?"

If Maple hadn't been expecting it, she wouldn't have seen the shadows rippling along the ground where the mare stood. But she was, and it made her jump considerably less high at what happened next.

"Blaaaaaughhyuckhyuckhyuck!" Valey's face appeared on the ground like a ghost, poking just out of the shadows, expression twisted into a maniacal cackle, eyes glowing malevolently. She shook, still laughing, mouth changing dozens of times per second as she ran her looks through the equivalent of drawing a hoof along the edge of a book and watching the pages fly by. It was equally incomprehensible, a lot more terrifying, and for the unexpecting mare, impossible to see coming.

"Aiiiieeee!" She backpedaled frantically, only to have Valey's flailing limbs erupt from the shadows like tentacles on a sea monster, grasping at her own. Several times, Valey wrapped a forelimb around the fleeing mare's hooves, pulling her partway down into shadow, grip deliberately loose so the mare could free herself and be grasped at again.

Eventually, Valey gave up her chase, leaving the mare fleeing into the depths of the city at racehorse speeds, shrieking like a banshee, Maple blinking in her wake. "That was... savage..." she breathed, holding a hoof to her chest both to still her thumping heart and because it still slightly hurt.

"Are you kidding?" Valey cackled, standing up, wiping her brow and fixing her hat. "That was awesome! Argh, I needed that." She stretched, arching her back and cracking her wings. "Seriously. Made my day right there. Almost as good as flattening someone. Whew... heh heh heh..."

"She deserved that," Starlight muttered darkly from her vigil by Redshift, looking at Maple with concern. "That's what I should have saved my magic for."

"Starlight...?" Maple began hesitantly. "Wasn't it a little disproportionate, though? I mean, she was rude, but probably had a reason to be mistrustful. Wouldn't you say it wasn't fair?"

Starlight's eyes narrowed. "You and Willow spent all that time trying to convince me that the world isn't fair and what I want isn't how it works. If you want me to be selfish or unfair, why is when you're in danger not a good time to agree with you?"

"That's... not the healthiest way of looking at it..." Maple cringed.

"If the world is unfair," Starlight said with a shrug, "fine. I want to protect my friends."

"Violence, violence, violence..." Valey happily cackled in the background... before noticing at least five other ponies were staring at her. "What?"

Like water draining from a tub, Maple's sense of privacy evaporated as she realized they had attracted a crowd, standing very safe distances away and occasionally checking the ground beneath their forehooves.

"Uhhh..." Valey blinked. "Hey, citizens!" She waved cheerily. "Enjoy the show?"

A nervous stallion was pushed forward, elected by his peers to speak. "Ehermmm..." he began in a tone that perfectly matched his thick gray beard. "W-What was the lady's question, again? We don't want no trouble, Miss, really..."

"I was..." Maple gulped and tried to regain her composure. "Trying to ask directions? We're looking for a bar, or some place we could rest and get food..."

The stallion smiled like a death row inmate being told their execution had been postponed. "Go thataway, then left, straight until you find the intersection after the big bridge, turn right, and it'll be a few doors down on the right! There's a sign, so it's easy to see!"

"Hey, thanks, Mister!" Valey gave a nod, stepping forward and reaching beneath her hat. Her hoof probed for a bit as the stallion smiled in apprehension... and she produced a banana peel and held it out. "Here. Take this as a reward."

The stallion didn't hesitate to accept. "I shall cherish it always!" he assured, before backing away and breaking into a run, undoubtedly to dispose of the item the moment he deemed it safe. The rest of the crowd quickly dispersed as well, looking for all the world like they had never met Valey, and never intended to if they could help it.

Behind them, Redshift stirred, but still didn't snap out of her shock.

"Well..." Valey paced over, preparing to grab the fillies in the now-abandoned street. "I suppose we should head over and find that place, huh? I've had a bit of fun, so I can rest easier while we wait for these two to get it together. Right?"

Maple nodded, standing gingerly as Valey picked up Starlight. "I wouldn't mind that at all..."

"Slick." Valey nodded, preparing to grab Redshift... when the filly's eyes suddenly focused.

"Gah!" she panted in alarm, staring frantically about. "What...? Where...? You!"

"Hey. Chillax." Valey pinned her to the ground with a forehoof to the back. "You were freaking out over your generator thing and how evil I was and randomly passed out. It was a really strange coincidence." Innocently, she rubbed the back of her neck, looking away. "But believe it or not, I actually kinda sorta felt like helping you, because I'd rather not have a big fat beacon for the Spirit of Sosa sitting on my doorstep, and because you're super cute. Savvy?"

"You did..." Redshift trembled. "Something dark... with shadows and shapes and I couldn't breathe, and I... I..." Her eyes threatened to unfocus again.

"Hey, buck up, you!" Valey patted her roughly on the head, her dark auburn mane laying flat. "It's not that bad! I do that to myself all the time. Whatever happened to being all 'arrgh I'm gonna get my revenge' from down there in that little funhouse?"

Redshift's eyes flared in recognition. "You!"

"Yeah, something's wrong with your noodle," Valey sighed, rolling her eyes and turning away. "Seriously, take twenty until you can focus on a conversation, or I'll dunk you again because we're more productive that way. Last chance to get it through your head before we move out: I want to look at your generator. Got it?"

Redshift stared blankly at her. "This is a good thing," Valey emphasized. "For you. Right?"

Several more seconds of staring followed... and the filly's eyes went blank, slipping back into a shocked stupor. She maintained her stance, posed fiercely and ready for a battle that wouldn't come.

"...I don't get it." Valey shook her head blankly at Maple, mouth questioningly ajar. "You're the mom, Mom. What am I doing wrong, here?"

Maple frowned. "Technically, I'm not... never mind. But what you're doing wrong is using creepy magic on children and scaring them, whether you're trying to or not. Next time she wakes up, just... don't say anything and let me try, okay? In fact, I'd carry her entirely myself, if I didn't ache so much!"

"Sure thing, Ironflanks." With a shrug, Valey turned to Redshift and scooped her up, the filly melting into her grip with a thousand-mile stare. "...Anyway." She faced down the road, squaring herself and flapping slightly harder. "Let's go find this bar."

"As long as you don't start any fights," Maple insisted. "Please. I know you said something about bar fights earlier, but I really need to rest!"

"Yeah, yeah, yeah..." Valey droned into the distance, a filly on her back and another in her arms as she drifted steadily down the abandoned streetway.