Brown Note: An Off-Color Love Story

by Starlitomega


Complications

Twilight slowly made her way through Ponyville, dreading each and every hoofstep. Silently, she cursed herself for what she was doing, for what she had to do. Yesterday, Lyra and Bon-bon convinced her to go back to Clockwork, to pour her heart out and beg for her back, and she was ready to do it. However, fate had other plans, mostly in the form of a letter from Princess Celestia requesting her and Clockwork’s presence in Canterlot. An outsider would look at what she was doing and applaud her conviction, her resolve. In her heart though, she knew there was a selfish bent to her plan.

When she finally made it to Clockwork’s home, a shiver crawled its way down her back. Twilight couldn’t even guess what sort of monster Clockwork imagined her to be at this moment, but that didn’t change what she had to do. What really hurt more than anything was that she couldn’t apologize. If she did, it’d simply look like she was doing so just to get Clockwork to come with her. It wasn’t fair, but then again, neither was delaying Clockwork’s treatment. With a heavy heart, Twilight sat down on Clockwork’s front steps, took a deep breath, and leaned against the door.

“Clockwork? Are you there? It’s me, Twilight. I know you’re awake, because you always wake up early. And I know you haven’t been outside since… well... yeah.”

Putting her ear to the door, Twilight listened for any sound imaginable. The creaking of floorboards, a rattling doorknob, even heavy breathing. She heard nothing.

“Clockwork, I hate to ask but can you just, I don’t know, knock or something so I know you’re there? Just once. Please?”

Twilight sat against the door, listening, praying for anything. She even held her breath, hoping the knock might be so tiny that she might miss it. After what felt like a minute, she sighed and took to her hooves.

I guess she’s not home… or doesn’t want to talk to me.

Taking her first step off the stoop, a small knock made Twilight freeze. She turned and almost threw herself at the door.

“Clockwork, I’m—” the alicorn sputtered excitedly. Taking a deep breath, she calmed herself and started again.

“I… I came because something is happening. Something that could lead to many ponies dying. I know you’re upset with me, and you have every right to be. I was insensitive. I didn’t stop to think how you would feel, how it would feel if you had made that same decision about me. None of that matters right now. Outside of Canterlot, there’s a changeling army threatening to hold the city under siege. The guard has been dispatched, but neither side has made a move yet. Celestia doesn’t believe that Canterlot is in danger of falling, but no matter which way the battle goes, many ponies will die.”

Twilight sat down on the steps and lowered her head.

“I know I have no right to ask this of you, and your voice might not even affect the changelings at all, but please, could you come with us and try? Otherwise, there’s going to be a lot of condolence letters in the mail over the next month.”

The sound of muffled hoofsteps echoed from the other side of the door until they could no longer be heard. Drawing a deep breath, Twilight rose to her hooves.

“I guess that’s a no.”

Twilight slinked away from the steps and pointed herself to the castle. She came with her hat in her hooves, and left with nothing, which is exactly what she felt she deserved. Suddenly, the creak of an opening door made her freeze in place. Turning on her hooves, she saw Clockwork standing in the doorway, wearing her mask and a look of grim determination. As the earth pony approached, Twilight put out her hoof, which was quickly batted away.

“Let’s go,” Clockwork said, leaving Twilight to catch up.


The train ride to Canterlot was an awkward and quiet affair. Clockwork tried her best not to look at Twilight, while the alicorn made no efforts to mask her occasional stares. Several times during the ride, Clockwork wanted nothing more than to just sit beside Twilight and cry her eyes out.

Pride has its costs, however, and it was one Clockwork felt she had to pay. She had to make Twilight see how much she hurt. Yet, here she was, following Twilight as a living weapon. A pawn to be moved on the battlefield. Her very presence was proving Twilight right for not pushing harder to have her voice fixed. It made Clockwork sick. It was just another curse her voice held over her life. All she wanted was to lean into Twilight, and accept her love. Layers upon layers of complications prevented that, all thanks to her stupid voice.

Even worse was the look of pity Twilight gave her when a few errant tears slid down her cheeks. Clockwork was just so frustrated, so angry, so hurt, and she couldn’t do anything with those feelings. Was she a weapon, or a lover? A cannon, or a companion? At the moment, she couldn’t tell.

Once they got off the train in Canterlot, the steam had barely cleared as Clockwork and Twilight were wordlessly flanked by guards and led out of the city. Once the main gates opened, Clockwork came to halt as her eyes widened.

My… word.

Standing in formation outside of the gates were thousands of soldiers. If Clockwork had to ballpark the number, she probably counted four battalions in the front, mostly comprised of earth ponies, two regiments behind them, comprised of more earth ponies. To the left and the right were two groups of pegasi, about ten squadrons a piece. Her stint in reading old battlefield books of the time before the two sisters finally paid off, in some small way.

“My lady? Are you alright?” one of the guards asked.

Their entire group stopped, their eyes fixed on the earth mare.

Twilight had told her this was going to be a serious battle. Until this very moment, however, it never felt real. Seeing so many ponies lined up, in formation, and ready to fight finally sent home how dire the situation was.

“My lady?”

With an anemic nod, Clockwork trotted forward. It was all she could do to simply follow the guards as they led her and Twilight to a gathering of ponies behind the forward troops. As they approached the group, Clockwork began to pick out some of the individuals, all crowded around a large table.

Princess Celestia, Princess Luna, Prince Armor… this must be the strategy meeting.

As she suspected, once they got closer, Clockwork could hear the various leaders hammering out some sort of plan. The guards, having escorted Clockwork and Twilight to the group, immediately saluted and stood guard. The racket their armor made was enough to catch everyone’s attention. Celestia was the first to turn around.

“Twilight, it’s very good to see you. I wish it were under better circumstances.”

Clockwork’s breath hitched as Celestia turned to her. The last time they met was not under the best of circumstances. She scanned the alicorn for any sort of anger and found nothing but genuine concern and worry. It was clear from the bags under her eyes, that Celestia had not had a good night’s sleep.

“It warms my heart to see you as well, Clockwork. I apologize, but I must take Twilight away from you a moment.”

Clockwork resisted the urge to tell her that what they had was over. Whether it was from laziness, or wishful thinking, she just nodded and watched as Celestia led Twilight over to the table with a map draped across it. She sat down on the grass and resigned herself to just wait patiently while the rulers discussed whatever it was they had to.

“Hey there.”

Clockwork’s ears perked up at the sudden greeting. Looking to her right, she saw a young stallion with a white coat, a blue mane, and a warm smile. Immediately, she took a bow.

“Prince Armor! I uhh, apologize.”

The stallion looked befuddled, raising his eyebrows at Clockwork. “Foooor what?”

“I… don’t know,” Clockwork admitted with a blush.

The stallion flipped his hair back and offered a wide smile. “Please, Just call me Shiny. All of Twilight’s friends do.”

Clockwork chuckled nervously. “Yeeeeaaah… Twilight’s friends. I guess you would know Princess Twilight, you two being rulers and all.”

Shining Armor stared at her for a moment, genuine confusion plastered on his face. “I mean, I guess we are, but we were brother and sister long before we were prince and princess.”

Clockwork stared at the young prince for a few moments longer than what most ponies would deem normal.

“Wat.”

Blowing away a lock of hair that had fallen into his face, Shining Armor let out a hearty belly laugh. “I guess she forgot to tell you too, huh? I mean, she didn’t tell her other friends for like a year, so it stands to reason. I’m Twilight’s brother. You must be Clockwork. She told me a lot about you, but I think she undersold how cute you are,” he teased with a wink.

A quick blush flared upon Clockwork’s face. “Th-thanks, I think. So you two really are brother and sister?”

Shining nodded. “Yup. Twily’s the one that got all the smarts, I’m just here for the muscle. Oh, and the dashing good looks. Hoofball champion of high school, you know the score,” he said, giving a rather unimpressive flex.

Clockwork leveled a glare at him. Shining might be a prince, but he was clearly a terrible liar. It seemed to run in the family.

“Okay, fine,” he sighed, letting his shoulders droop. “I was in the Oubliettes and Ogres group in high school.”

“Nerd.”

“Maybe I am,” Shining said, sticking his nose up.

“That’s okay,” Clockwork said, her eyes drifting over to Twilight. “I like nerds.”

“I guess you do if you’re dating Twily.”

“Dated,” Clockwork corrected him.

“Huh?”

She let out a tired sigh, her eyes falling upon the grass. “We had a fight. It’s over between us.”

Clockwork fell silent, and when it was clear she had nothing else to say, Shining Armor walked over and took a seat next to her. “Must’ve been some fight.”

“Yeah… you could say that. She doesn’t want to help me fix my voice until she can replicate its effects, and I… I just want to live a normal life.”

“Then you shouldn’t be dating my sister.”

Shining’s words made her do a double-take. “Huh?”

The stallion grinned at her like a goof. “Oh c’mon. Surely you’ve noticed by now. My sister isn’t normal. Her friends aren’t normal. They’re pretty crazy, really. Heck, I’m pretty crazy. Maybe it just runs in our family, but if you want normal, you don’t want her. Call it hunch, but I don’t think you’re attracted to Twilight because she’s normal. I bet you like her because she is a bit crazy.”

“Yeah, I guess I do,” Clockwork admitted. “My life has always been so routine, so boring. Meeting her and the other ponies of Ponyville made it more fun… and complicated.”

Both ponies stared at the gathered army, their mouths dry of interesting things to say. It wasn’t until an odd discrepancy hit Clockwork that she spoke up.

“You’re a prince. Why aren’t you talking strategies with them?”

“Cause I already know what I need to do.”

“And that is?” Clockwork raised an eyebrow.

Raising his hoof, Shining pointed toward the massing army. “Look out there at the changelings, and now look to the left and right of them, on both sides of the pass. What do you see.”

Leading away from Canterlot’s gates was the famous Sumner’s pass, as named by the pony who used it as a neutral meeting ground between the unicorns and the other tribes before Celestia and Luna’s rule. This wide open plain had one major feature on both sides that served as a bottleneck between it and Canterlot.

“The forest.”

Shining nodded. “Yes. In those trees on the left and the right are two battalions of soldiers. I’m in command of one of them, and the current head of the royal guard is in command of the other. When the changelings launch their attack, we’re gonna flank them. They’ll be trapped from the front and the sides. It’s gonna make for a quick battle.”

“Oh.”

“Clockwork?”

Spinning around, Clockwork looked at the pony calling for her. Turning back to Shining Armor, she offered him a sheepish smile. “Sorry, I gotta go. Apparently Princess Celestia needs me. It was nice to meet you,” Clockwork said, sticking out her hoof.

Shining Armor reached over with his hooves, leaning in for a hug. “Oh please. That’s not how families say bye.”

“But I’m not famiLEEE!” Clockwork’s protest stopped short as the stallion gave her a bonecrushing hug. After a few awkward taps on his shoulders, the unicorn finally released her from his grip.

“Catch you later,” Shining called out as he walked off toward the command tent.

Clockwork offered a little smile and a wave to the prince as he prepared for his duty. She let out a tired and scratchy sigh as soft hoofsteps approached her, crushing the grass beneath their weight. Together they stood in silence until Clockwork managed to find her voice.

“He seems like a nice pony,” Clockwork said aloud.

“Yes. He’s kind with his subjects, and strong when he needs to be,” Celestia replied.

“He’s going to be on the front lines, isn’t he?”

“Yes, he is.” Celestia’s voice remained calm, yet firm.

“Even with all the planning in Equestria, he might die.”

“Yes.”

Clockwork lowered her belly onto the grass, her eyes transfixed on the enemy army massing in the distance. “I don’t have a choice. I have to try.”

A soft white wing opened and spread over her. “You don’t have to do this. Nopony is going to force you to do anything. You’re not a soldier. This isn’t your fight. Nopony will think differently of you.”

Clockwork leapt to her hooves, fury in her eyes. “You don’t get it! I will! I’ll know there was more I could do! What happens if Twilight’s brother dies? Do you think I could ever look at myself in the mirror again without thinking about how much of a coward I am? How I could have saved her from the same pain I felt?” Clockwork screamed, her voice falling into sobs.

Celestia wasted no time in pulling the crying pony into a hug, wrapping her in a cocoon of hooves and wings. “A wise pony once told me ‘we only have the illusion of choice. Our choices are guided by who we are, not what we choose.’ Clockwork, I knew the moment you stepped hoof on this battlefield, you were going to try. Not because Shining Armor is Twilight’s brother, nor because it’s the right thing to do.”

Sniffling the tears away, Clockwork melted into the alicorn’s embrace. “Really? Why then?”

Celestia smiled and gently touched Clockwork on the forehead with her hoof. “Because you are a meddler, and if I can’t stop you, I doubt a rabble of changelings will.”

A sound somewhere between a giggle and a sob escaped Clockwork’s throat. Looking up into Celestia’s eyes, she managed a small smile. “I guess not.”

The princess looked down at her with a motherly smile. “Can I let you in on a little secret?”

Rubbing the tears out of her eyes, Clockwork finally managed to get her sniffles under control. “Sure.”

“Soldiers don’t save kingdoms. Soldiers fight for land, they fight for inches. When a soldier fights, it’s because every other avenue has failed. That’s not to say their sacrifice is lesser than others, quite the contrary. Ponies like Twilight, like her friends, like the ponies in Ponyville, even ponies like you save kingdoms. Those actions could be as large as awakening a dormant power to free a pony from a thousand year curse, to simply holding onto hope a little harder to keep a dream monster from crossing into the real world. Put simply, if it weren’t for ponies like you, this kingdom would have fallen long before today.”

Clockwork felt a stirring in her chest. “What are you saying?”

“Don’t try to be a soldier, or a wise pony, or anything else you’re not. If you’re going to be successful, all you have to do is go out there and be you.”

”Okay… I can do that. I mean, nopony is better at being me, than me. I mean, I would know, I’m me!” Clockwork said putting on a brave grin. “It’s about time we got started, isn’t it?”

With a nod, Celestia slowly let the earth pony go. “Yes, it is. Come, we will brief you on the plan, as well as your extraction should your voice prove ineffective.”


The atmosphere around the map seemed tense, like a powder keg about to go off. Grim faces spread all around, and just being in the midst of this made Clockwork’s back tighten. She exchanged an uneasy glance with Twilight just as Celestia cleared her throat.

“Clockwork has agreed to try and settle this matter without any violence. She is not sure her particular gift will be effective, but she and I both believe the potential benefit is well worth the risk.”

One of the leaders, an earth pony with a shock of red mane clad in guardsmen armor, raised his hoof. “Your Majesty, if I may?”

“Yes, Commander Firefall?”

“It’s all well and good the lass wants to help out, but what can she even hope to do against an entire army of changelings?”

“I know it sounds farfetched, but Clockwork has a special gift that may end this conflict without anypony losing their lives. If she is not successful, then we can rally the troops. Agreed?”

The commander drew a heavy breath. “Agreed, Your Majesty.”

“I know you’re nervous, commander. It’s been a nerve wracking morning for us all, and it may get worse before the day is through, but if everypony keeps their goal in mind, we will make it through. Is that understood?”

“Yes, Your Highness!” came a chorus in reply.

Clockwork slowly raised her hoof. “Uhhh, excuse me, but…”

Everypony present turned to her.

“Why aren’t there any unicorns on the field?”

Commander Firefall planted his hoof on an x marked on the map, surrounded by figures representing the changelings. “That’s the big wolly wocker, lass. Bloody changelings, they have this statue or something wot drains any magic tossed their way. We’ve no clue how they made it, but once we win, we intend to study the bleeding thing and then smash it into tiny bits.”

Luna nodded in agreement. “Indeed. During the assault on Canterlot, it was Shining Armor and Princess Cadance’s love that powered a shield strong enough to send the changelings away. When the changelings first appeared, we sent for Shining Armor to prevent such a battle in the first place. Alas, their artifact drained the spell. Magic will not win us the day.”

Twilight turned to Celestia, realization dawning on her features. “That’s why you told me not to bring my friends.”

Celestia nodded. “Correct. If the changelings were to drain you and your friends magic, only terrible things could come of it. Commander Firefall, Clockwork here needs some way of signaling for help if she is unable to rout the changeling army. I can extract her using a long distance teleport, but she needs some way of signaling if there’s trouble. Do you have any suggestions?”

Commander Firefall sidled up to Clockwork. Inspecting the younger mare thoroughly, he finally nodded. “I’ve an idea. We’ll give her a flare and a standard plate to hide it in. Our chest armor might be a bit bulky for her, but she should be able to move well enough wearing it.”

“A flare? What if they mistake it for a weapon, or if they find it and take it away?” Clockwork asked.

Firefall laughed, his red mane swaying in the wind. “Ha! Changelings aren’t very bright, my dear. By the time they figure out what’s going on, you’ll have enough time to fire your shot and wait for the long distance teleport.”

Clockwork gave a slow nod. “I guess that’s good enough then.”

A sudden hoof upon her shoulder made Clockwork pause. Turning her head, she could see it belonged to Princess Luna.

“Clockwork, I’m sure my sister has already told you this, but allow me to reiterate, you do not have to do this.”

In that instant, Clockwork met Luna’s gaze, and in that moment, she experienced something she had only ever read about: an epiphany. Her eyes traveled across the horizon at the ponies gathered on the plains. Her mind drilled down and envisioned one of these ponies and their daily life. The ponies they greeted each day when they woke up. The myriad ways they connected with one another. All the lives they touched, their families, their friends, their entire being, all of it brought to an end by an early death. Whole timelines and universes that could be or might’ve been wiped out, because they met an early demise on the battlefield. The feeling was so striking, her heart skipped a beat.

And then she turned and saw those purple eyes.

Eyes that she wanted nothing more than to apologize to. She realized how utterly pathetic and meaningless their squabble was in the reality of what they were facing now. Twilight’s eyes said a lot about her, but right now they were screaming, and for Clockwork, the message was clear.

Please, save my brother!

“No, Your Highness. I have to do this. I have to… because I’m a meddler, and that’s just what I do.”

A thin smile formed on Luna’s lips. “Very well then.”

The commander returned with the items he promised. Reaching around her barrel, he snapped a bulky metal plate in place. Next he reached into his saddlebag and pulled out a foot long tube with a string hanging out of one end.

“Pay attention lassie. Pull the string, point it into the sky. you’ll only have two seconds to aim before it fires. Got it?”

Clockwork nodded

“Good. I’ll just tuck it in here then.”

Once the flare was safely placed inside her armor, Clockwork turned to Celestia. “I think that’s it, then.”

“Commander, are your troops ready?” Celestia asked.

“Yes, Your Highness. All you gotta do is give the word and we’ll crawl all over them like ants on honey.”

Celestia drew a sharp breath and turned to Clockwork. “Very well. I will transport you a hundred feet from their front lines. Are you prepared?”

“I’m ready.”

“Clockwork, wait!” Twilight galloped toward her, a look of desperation in her eyes. “I can’t let you leave without saying how sor—”

“We’ll talk when I get back, Twilight.”

“But!”

“Later,” Clockwork insisted. Looking back to Celestia, she gave a quick nod.

And suddenly, her world went white.


Clockwork opened her eyes after the blinding flash. As they focused on the field in front of her, a feeling of dread sunk deep into her gut.

Ahead of her stood thousands of creatures. Their black hide and insect-like wings glimmered in the midday sun. Rows and rows of foreboding blue eyes glared back at her. She was still too far away to see their faces very well, but their razorlike white teeth were clearly visible, and obviously not made for friendly chatter. She took a tentative step forward when she remembered something.

My mask!

Hurriedly, she unclasped and pulled the device out of her throat. Since she didn’t have any saddlebags, she simply tucked it into her plate, along with the flare. With that matter settled, she started her march toward the army.

The front line of changelings parted allowing a smaller group of five changelings to pass through. In the middle, flanked by two larger changelings stood a large and imposing figure. She stood as tall as Princess Celestia, and her mane, though it seemed ragged, lent her a more dignified air compared to the guards flanking her.

Looks like I got their attention.

Clockwork stood up straight, raised her head, and stared forward as the group marched toward her. Giving one last look to the army massed behind her, she steeled her nerves, locked her knees, and braced herself just as her visitors arrived.

The tallest of the group lowered her head, putting her sharp fangs uncomfortably close to Clockwork’s face. “Well, well, well. What have we here? A little lost pony, far from home? No. That’s highly unlikely. You are wearing armor, after all,” the changeling said, rattling the loose plate around Clockwork’s barrel.

“Maybe you’re a messenger, here to serve us demands straight from that wretched Celestia’s mouth. Well, little pony? Which is it?” the changeling asked, her voice dripping with venom.

Clockwork held her tongue. She wanted to wait for the perfect moment to say something, or at least hopefully wait until the changeling backed off a little bit, so that she would have time to use the flare in case her plan didn’t work.

The tall changeling took a step back, a smile forming on her lips. “Ah, but where are my manners. I am Queen Chrysalis. The once and future queen of the city of Canterlot, and soon, Equestria. You are?”

Clockwork held her tongue. The queen waited patiently for a reply. When it was clear none would be coming, she furrowed her brow instead.

“Nothing? Not even a word? Some messenger you are,” Chrysalis spat as she walked over to rejoin her guard. “Perhaps you aren’t a messenger at all. Maybe you’re the secret trump card I was warned about.”

Though she tried not to, Clockwork’s eyes widened.

A triumphant grin spread across Chrysalis’ lips. “Ah-hah! So it is true! This little pony is supposed to send us running for the hills all by her lonesome.” Chrysalis turned to one of the subordinates next to her. “Captain! Remove her armor!”

Caught off guard, Clockwork didn’t know what to do. She froze in place as the much larger changeling lumbered over and pulled her plate off. Her mask and the flare both tumbled to the ground where they were seized by another changeling. Clockwork inwardly panicked as he turned both items over to Chrysalis, who regarded them with a frown.

“A flare. You won’t be signaling for help anytime soon. Oh? And what is this?” Chrysalis asked, lifting the mask off the ground with her magic.

Again, Clockwork remained silent.

Queen Chrysalis charged forward and thrust the mask toward Clockwork. “Tell me what this is this very instant!”

She tried not to, but Clockwork flinched at the sudden outburst. Still, she locked her lips closed. The queen glared at her, her face twisted in rage. When it became clear no answer would be forthcoming, she regained her composure.

“Hmph. It doesn’t matter. Confiscate them, captain.”

The changeling in question dutifully took both items and put them in a bag, his gaze never leaving Clockwork. An evil grin returned to Chrysalis’ visage.

“I bet you’ve been told in advance how this battle will go. That even if you fail in your task, my army will fall. What you don’t know, and what your leaders don’t know is that this battle is already over.”

The imposing figure started pacing in front of Clockwork, a confident smile pasted on her lips the entire time.

“You see, I’m well aware of the multitude of ponies waiting to ambush us from the forests. You ponies are criminally stupid and you just never learn.”

Clockwork took a step back as green fire enveloped the queen, licking around the edges of her body. It soon dissipated and in its place stood a perfect replica of Twilight Sparkle.

“We are quite skilled in subterfuge, something your leaders seem to forget quite often. If your, Princess Celestia, had bothered to check her commander’s room more thoroughly this morning, she would have discovered poor Firefall, locked in his wardrobe. In the treetops and scattered around those forests are changelings under my command. Before those fools have a chance to charge, my changelings will wipe them out,” the fake Twilight proclaimed.

Oh no! Shining Armor and the others will be slaughtered!

“After that,” Chrysalis continued. “I will take Canterlot. Ponies will become the subservient race to changelings. You will exist as slaves, providing us the nourishment we need to rule your petty kingdoms for you.”

Clockwork took a few uneasy steps back. Every muscle in her body told her to run, every tendon pulled tight like a spring.

The false Twilight stepped forward, putting herself nose to nose with Clockwork. “There’s only one reason I would tell you this, and that is because I’ve already won. As I said, this battle is already over. All I need to do now is wait. However, despite what you’ve been told, I’m not a monster. I will give you a choice. You can go back and tell your leaders that surrender is their only option… or I will plant my hoof on your back and make you watch as every one of them is wiped off the battlefield.”

Chrysalis took a step back, her eyes trained on Clockwork. “The choice is yours.”

The wind howled across the open plain, filling the silence left by the queen’s boasting. The importance of this moment finally made itself known to Clockwork. If she didn’t act, her entire world, no, everypony’s world would change. That’s even if her voice affected the Changelings. She couldn’t even believe it, but she was desperately hoping and praying her voice worked on these creatures. Closing her eyes, she swallowed the spit that gathered in her mouth and finally looked up at the purple imposter in front of her. Even if the queen thought her disguise was perfect, Clockwork could see right through it like a cheap Nightmare Nightt costume. The bared teeth, the overconfident smirk, that subtle touch of narcissism that Twilight could never have… it was insulting. She would pay for her arrogance. For what might be the first time in her life, Clockwork was ready to scream and shout.

This is it, from your diaphragm. Whatever that means.

“Attention changeling army!”

The changelings in front of Clockwork, and many of the forces gathered behind them collapsed as if thir legs had failed them. Pained cries and moans erupted from the stricken crowd. The evil Twilight shuddered for a moment as she slipped back into the shape of the queen, a grimace of shock and fear upon her face.

“This illegal gathering is as an act of war!

Her voice faltered mid-sentence, unused to being used at such a high volume. It was an odd feeling, but more than that was the sense of power. An entire army stood helpless before her. It was a delightful sensation, finally being able to use her voice freely, even recklessly. An ominous cracking sound made Clockwork pause, temporarily halting the immense satisfaction. She looked around, but couldn’t tell where it came from among the chorus of agony, so she returned to her task with a wicked grin.

“You will immediately disperse and return to your territory, or the consequences will be severe! You will also forfeit any equipment and artifacts you have brought with you! Failure to comply will mean grave consequences! You have ten minutes to disperse, or face the consequences!”

A loud crack caught Clockwork’s attention. Amidst the sound of agony and lost bowels, she realized her voice had a secondary effect. Chrysalis and her guards lay on the ground, moaning in pain. Scattered around them were chunks and flecks of black matter. Their thorax and legs glowed with a pale, sickly green.

Their exoskeleton! It’s cracking from my voice!

“Please! No more!” begged Chrysalis, outstretching her green and glowing hoof in a pitiful display. “We need our chitin! Without it, we’re weak and vulnerable to all manner of creatures! We won’t even be able to gather enough food to live! It takes years to grow back!”

Clockwork walked forward, wearing a grim countenance. She leaned in close to the fallen changeling. “I’m not a monster,” she whispered. “I’ll give you a chance to flee, but If you don’t call off your troops, I’ll drag you with me as I shatter all of their chitin, piece by piece. Not a single drone will escape intact, and then, it’s off to the dungeons. Once the dungeons are full, we will be forced to make room for new arrivals… by any means necessary.”

With each word, the wretched queen gasped and moaned. More of her chitin cracked and sloughed off. Hideous bodily noises erupted from her and her elite guard.

“I will call them off! You have my word as their queen!” Chrysalis assured her as she squirmed away. She didn’t get far before Clockwork grabbed her head and pulled until it was mere inches away from her own.

“I want my mask back!”

This brought another round of screaming and intestinal distress. The queen frantically pointed to her guard. “Captain! Give it to her! Now!”

One of the collapsed changelings nodded and offered Clockwork the bag which contained her mask and the flare. She swiped the bag away and turned her glare back to Chrysalis.

“I’m going back to the princess. In ten minutes, if there are any changelings left on these plains, I will return, and Tartarus is coming with me.”

Through the tears and the anguish, Chrysalis managed a slow nod and squirmed away. Like a newborn foal, she stumbled to her hooves and started into a gallop.

“Captain! Full retreat, now! I want every drone out of sight in five minutes! Do whatever it takes!”

The changelings with her gave a ragged salute and took to the skies except one. He turned and stared at Clockwork with a haggard look and genuine fear in his eyes.

“I don’t know what manner of monster you are, but I pray our paths never cross again.”

Clockwork opened her mouth to say something, but the drone panicked, throwing up his hooves in surrender.

“No! Please! No more! We’re leaving!”

Looking past the terrified guard, Clockwork saw droves of changelings taking to the sky, almost blocking out the sun. Many of them in earshot of her terrible ultimatum shimmered with a sickly green as they flew away. At least half of the army, however, still had their chitin intact. Littered across the battlefield were clumps of the hardened material, and of course, abandoned piles of fecal matter.

Finally, Clockwork could breathe a sigh of relief… except, she didn’t feel very relieved at all. There was still something she had to do, someone she had to face, and she realized she was dreading that moment more than she did the changelings.

Taking a moment, she pulled her mask out of the bag and inserted it into her throat. Once it was in place, she pulled out the flare and pulled the string with her hoof. Her heart sank as she watched that bright glowing ball tear across the sky.


Another blinding flash brought Clockwork back to the strategy table where the leaders and several guards did their level best to keep from just openly cheering. A familiar guard ran up to her, his eyes wide in disbelief.

“Oy, lass! How in Equestria did you do that? They’re all turning tail and runnin’!”

An angry, mechanical growl rose in Clockwork’s throat. Rearing back, she threw a solid punch hitting the guard square in the forehead. Clutching the sides of his noggin, the guard stumbled back and fell to the ground where he immediately shifted back into changeling form. The other ponies in attendance gasped and looked to Clockwork, who was nursing her hoof.

“Ow, ow, ow! I think his face hurt my hoof! It’s never like that in the movies!” Shaking off the pain, she looked to the princesses. “You’ll find Commander Firefall in his quarters, apparently tied up in his wardrobe.”

Luna stared in astonishment. “Wow, they nailed his accent and everything. That’s quite impressive.”

Celestia turned to another commander, her brows knit in anger. “Why wasn’t the commander tested this morning?”

The current commander swallowed in nervousness. “Ummm, well, you see, he uhhh…”

“Out with it!” Celestia barked.

The guard jumped, clearly shaken by the turn of events. “The commander was in charge of testing the other changelings so uhhh, he wasn’t tested.”

Celestia stared at the wilting guard before her. She finally drew a long, ragged breath, and let it out. “Commander, test everypony as they return to Canterlot, including yourself. In full view of your troops.” Turning to another pair of guards, Celestia motioned to the castle. “Go to Commander Firefall’s room and free him.”

A teleport spell made Clockwork jump as Shining Armor appeared abruptly beside her. He was wearing that same goofy grin he was wearing from before, though this time he seemed a bit more nervous.

“Uhhh, apparently we were surrounded in those trees and didn’t even know it. Once they sounded the retreat, drones appeared from the treetops and flew away.” He turned to Clockwork. “Thanks, by the way. I don’t even wanna think about what would have happened if we’d had to fight.”

“Just… you know… doing my part.” She grinned around her mask.

Princess Luna cleared her throat. “There’s somepony else here who wants to talk to you.”

That sinking feeling returned as Luna moved to the side and revealed a very nervous purple alicorn. Their eyes met and togther they both hung their head in shame.

“You were right, Twilight,” Clockwork finally uttered in defeat.

Twilight flinched. “Wh-what?”

“I said you were right! If I’d had my way, this day would have come and lots of ponies would have lost their lives. Me being a… a freak, really saved the day.”

Twilight’s ears folded on top of her head in that cute way which Clockwork had come to adore. “You’re not a freak, and I was wrong! I shouldn’t have hid that from you and I should have talked to you about it.”

“Oh for pony’s sake! This is so tiresome,” Celestia said, stepping between them. “You were both wrong!” She pointed her hoof at Clockwork. “You were being very unfair to Twilight when you flipped out on her, accusing her of never caring for you, despite the fact you’re the first pony she’s ever kissed.”

Clockwork shriveled beneath Celestia’s glare and nodded in agreement.

“And you,” she started as she turned her hoof to Twilight. “You didn’t think for a moment how Clockwork would feel if she knew you were delaying her treatment so you could find a way to preserve her voice. Your heart was in the right place in trying to save lives, but you trampled on hers to accomplish that goal.”

Twilight bit her lip and gave a nervous nod.

The terse look Celestia bore vanished, quickly changing to a grin. “Now that that’s all settled, it’s time you two made up.”

Raising their heads, Twilight and Clockwork both locked their gaze on one another. Slowly, they closed the gap and wrapped their hooves around each other in a loving embrace.

“I’m so sorry, Twilight. I just didn’t know how to handle it, and then my stupid pride got in the way and… well, you know the rest.”

A sniffle made Clockwork’s ears perk up. “Twilight? Are you crying?”

“I’m sorry too, Clockwork. I didn’t mean to hurt you. I’ve never felt this way about anypony before you, and knowing that I hurt you was devastating. I just can’t say sorry enough. That and… thank you for saving my brother.”

Fresh tears gathered in Clockwork’s eyes, threatening to drop at a moment’s notice. “Please don’t cry, Twilight. If you cry, I’m gonna cry.”

“Okay, I’ll stop,” Twilight relented between sniffling.

A few moments passed, but the sobs didn’t end.

“Twilight, you’re not stopping...”

“I’m sorry! I can’t stop! I’m just so happy right now!”

The dam finally burst as the earth pony fell into a fit of sobs herself. “I know! I’m happy too!”

Neither pony knew or cared who was watching them cry. Together they held one another, clinging to that feeling they had been missing since they broke apart.


After saying their goodbyes to the princesses and Shining Armor, Clockwork and Twilight hopped onto the next train back to Ponyville. The ride back felt much shorter as they didn’t spend the entire time avoiding each other. Cuddled up together, time seemed to flash by and before they knew it, they were lining up to leave the train as it pulled into the station. The hiss of the train’s brakes punctuated their stop and the doors flew open, letting the ponies ahead of them out.

Letting out a mechanical yawn, Clockwork sidled up next to Twilight. “You know, after a tiring day like today, there’s probably worse things you can do than share a princess sized bath with me.”

Twilight rolled her eyes. “Are you sure you would last one bath without your rubber ducky?”

Clockwork chuckled as the pony in front of her stepped off the train clearing the way for her. “Ouch. Somepony is feeling sassy tonight.”

Her hoof hit the wooden platform and as she lifted her head, an uncomfortable sight made her freeze.

“Uhhh Twilight… can we go back to the changelings? It might be safer there.”

“What?”

Looking past Clockwork, Twilight saw five very familiar ponies, all of them, even Fluttershy, had a scowl on their face. Rainbow was the first to open her mouth, hovering in the air with her hooves on her hips.

“Off fighting the changelings without us?”

Twilight laughed nervously, wringing her hooves. “Hi girls. We can explain…”