Velvet Underground

by MagnetBolt


23 - Final Countdown

“Stay down,” Cadance warned, circling around Breathless so she could check on Sunset. The pooka curled in the corner of the room like an angry cat, hissing either in anger or simply because that’s the sound that the smoke-neutralizing crystals made as they burned on its skin like embers.
Sunset groaned, her skin red and burned from the acidic steam the pooka had breathed at her.
“Sunset? Are you okay?” Cadance took off the filly’s mask, the rubber crumbling in her hooves from the exposure to the toxic miasma.
“I feel like butts smell,” Sunset muttered, her voice rough. She blinked through watery, red eyes like she’d been crying. Not that she ever cried.
“So not great,” Cadance concluded, smiling a little. “Don’t worry. You’re going to be okay.”
“Not until we beat the monsters,” Sunset said. “Ugh. I can’t see anything. Did you kill the smoke monster?”
“She couldn’t kill me even if she tried,” Breathless said. “...Not that she tried very hard. She’s much… softer than the Sun Pony.”
“She uses conditioner,” Sunset mumbled.
Breathless chuckled, a genuine, almost warm, laugh at the small joke. “I think… after I conquer this land… I’ll leave most of you ponies alive. You’re amusing.”
“I don’t see what you’re laughing at,” Sunset said. “We’ve got you cornered.”
“I’m about to win,” Breathless said. “But don’t take me… at my word. See for yourself.”
The sound hit them an instant before the shockwave, getting their attention and then throwing Sunset and Cadance into the far wall from the broken-open side of the throne room. Cadance twisted in the air, holding Sunset to her chest and taking the brunt of the impact with her own body. Hot air rushed in, blowing away the smoke lingering along the smoldering coal of the floor for a moment.
“What was that?!” Cadance gasped, her ribs sore.
“Unless I’m mistaken, my brother found some way to get himself killed,” Breathless said.
The heat and smoke rose from below, a spreading cloud of destruction and shattered ice slowly falling to the cavern floor. Before the final echoes of the explosion faded, a ragged-looking Coldplay struggled to climb through the gaping wound in the castle, hooves slipping until it finally caught itself and managed to struggle over to the twin thrones, using them for support.
The pooka took a deep breath, most of its body looking shredded and cracked, like an ice sculpture attacked by a blacksmith’s hammer.
“Sister, you have to help me,” Coldplay gasped.
“Of course, brother,” Breathless assured him. She stepped closer, looking less wounded than she should have been as she walked over to him. “Look at you. I’ve never seen you so... badly hurt.”
“Those ponies tricked me,” Coldplay mumbled, leaning into the other pooka’s embrace. “I don’t understand how they did it again.”
“Oh, brother…” Breathless sighed. “It’s because you’re such an idiot. You rely on your own power when you should be taking advantage of the things around you. Just look at this room. What do you see?”
“Our throne room?” Coldplay asked, confused and probably more than a little concussed.
Breathless put her forehooves on either side of his head and directed his gaze around the broken, burning room. “It’s an entire castle made of burning stone. Fire and earth together, brother… your antithesis, a whole fortress carved out by your minions, with you watching and nodding approval, and I built it to be your grave.”
“What?” Coldplay asked.
Breathless sighed and twisted, wrenching his head and snapping his neck.
Cadance stumbled back, falling over Sunset in shock and landing on her flank.
The last pooka opened her mouth, drawing a stream of multicolored, flickering light out of Coldplay, gulping it down like a mare dying in the desert who had finally been offered water. Coldplay twitched and gurgled and finally collapsed, his body collapsing into a puddle and steaming on the hot floor.
“All that power and not a single thought on how he should use it,” Breathless sighed, her body darkening, the monster visibly growing larger and more solid. “I let him have nearly half of the ponies in town to keep him playing along, but if he’d actually stopped to think about what we set out to do, he’d realize that only one of us could have the real prize.”
Breathless turned to look at Cadance, the pooka’s eyes blazing like embers.


“Are you okay?” Night Light asked.
Velvet groaned and took the hoof he offered. Night Light helped her to her hooves, and she looked around. They’d taken cover behind one of the few fairly intact parts of the fallen castle, most of which had burned away, been blown away, or had simply vanished in the shock of the methane explosion.
“I’m just happy to be alive,” Velvet admitted. “I can’t believe that worked. Maybe if my ears eventually stop ringing I’ll feel a little better.”
“I don’t know if it worked all the way,” Night Light said. “I think I saw the monster limping away while we waited for the fire to die down.”
“If it had to limp we did something right,” Velvet said. “We just need to find a way to get back up there.”
She looked up to where the rest of the castle was, hanging above them and glowing faintly.
A dark shape swooped over them.
Clearwater slammed into the ground between them, the batpony ragged and blackened around the edges like somepony who’d flown through a dragon migration with a target on their back.
“If it’s not one thing, it’s another,” Velvet whispered, taking a step back.
Clearwater coughed, falling to her knees. She forced herself up, then stumbled a few steps to Velvet, grabbing her.
“You have to keep the princess safe,” Clearwater rasped, her blind eyes meeting Velvet’s. Her hoof was like ice, so cold it almost burned against Velvet’s skin.
Velvet froze in shock. “Are you--”
“I can’t… protect her…” Clearwater said. “The monster is gone but…” She growled and shuddered, the monster inside her surging forth for a moment, that chilly grasp turning hard and arctic until she fought it back.
“You can’t keep control,” Velvet finished.
Clearwater nodded sharply.
“We’ll do everything we can to keep her safe,” Velvet promised. “Can you get us up there?”
Clearwater nodded again, then surged into the air, grabbing Night Light with her other forehoof and flapping hard.
It shouldn’t have been possible for the batpony, her body wrecked and only animated now by some combination of duty and fading chaotic magic, to actually fly. She definitely shouldn’t have been able to fly while carrying two more ponies. Clearwater did it anyway, ragged wings somehow catching the air enough to pull them up through the broken wall of the castle’s throne room.
Breathless looked up at the sound.
“Oh? One of my brother’s little toys is still around?” She smiled, and a tendril of smoke lashed out, freezing in midair into a bladed whip.
Clearwater tossed Velvet and Night Light into the room before it hit her, throwing the batpony out into the air, vanishing into the gloom of the cave.
“Having my brother’s magic feels so nice,” Breathless sighed. She stretched, growing another few inches in height. “I’ll have to find whatever’s left of my other siblings and eat them, too.”
Velvet kept her distance, edging her way over to Cadance and helping the princess up. She pulled Night Light closer and whispered in his ear before tending to the alicorn.
“Keep her busy,” she hissed.
Night Light nodded and took a few steps closer to Breathless.
“What are you planning, anyway?” Night Light asked. “Are you going to smother everypony?”
Breathless walked over to the broken wall, looking down at the lake directly below. “Don’t be silly. If I killed all of you, what would I do with my time? No, once I get rid of the Sun Pony, I’ll just take my rightful place as your ruler.”
“Like you ruled over the ponies in this town?” Night Light asked.
“Tartarus, no,” Breathless sighed. “They were dreadful, weren’t they? I’ll need a few ponies like that to serve as my servants, but most ponies will be allowed to live their lives as they like, as long as they remember who rules them. I shouldn’t need to eat more than a few dozen a year.”
“Princess Celestia doesn’t eat anypony, and we still complain about taxes,” Night Light said. “Ponies aren’t just going to let you get away with it.”
“Good,” Breathless said. “I’d prefer if they gave me a few rebellions to put down. It would be exciting. Just like this little exercise.”
The pooka turned to look at them again.
“You all gave me such a wonderful performance. I was… touched. You even helped me deal with one of my idiot siblings. If we weren’t enemies, we would be dear friends.”
“Now I know this is a nightmare,” Sunset groaned, the filly getting up. “I get stupid speeches about friendship enough from Princess Celestia, and now monsters are doing the same thing? Next somepony is gonna tell me I have homework due today and I totally forgot about it.”
Breathless chuckled, laughing again.
“I want you to pay attention to me,” Sunset said. “You think you’re so great because you went and stole power from a bunch of ponies. Well, guess what? That’s not great! Greatness is something you’re born with, and I was born with more than anypony else ever was!”
Sunset’s horn blazed brightly, as if a tiny sun had bloomed in the black throne room. The flames licking along the floor and walls flared up in that light, like the aura of her magic was feeding it.
“Take this!” Sunset yelled. Runes spiraled around her for a moment, visible hanging in the air for a moment before collapsing into what a scholar would term a ‘death ray’.
Breathless turned into a cloud, the beam ripping through the puff of black smoke and leaving a hole hanging in the air, continuing on to crash through the coal behind the pooka, drilling into the rock before eventually stopping.
The cloud swirled and reformed, Breathless looking no worse for the attack.
“You’re almost as dull as my brother was,” Breathless said. “Haven’t you learned yet that you can’t hit me with a spell like that?”
“Velvet, you have to run,” Cadance whispered. “She only wants me. If you can get away, you can get to Princess Celestia. She’s the only one who can save Equestria.”
“You can save Equestria too,” Velvet said, putting a hoof on her shoulder. “Celestia’s not here right now, but you are. You can’t give up on yourself.”
“I can’t fight like everypony else,” Cadance said. “I’ve got all this power and I don’t even know how to use it properly. If Sunset can’t beat her, how can I do it? All I am is a big tasty snack for monsters to fight over.”
“And maybe that’s all we need right now,” Velvet said. Her horn lit up and she touched it to Cadance’s, a wave of magic connecting them for a moment.
“What did you do?” Cadance asked.
“Don’t worry,” Velvet said. Then she shoved Cadance forward, throwing the alicorn Princess right into the pooka’s grasp.
“It’s my lucky day,” Breathless said, grinning.