New Chaotic Friends!

by GMBlackjack

VII - "Exactly as Planned"

When the chaos was first unleashed, Tzeentch teleported away. 

What was her destination?

The Treehouse of Harmony, currently occupied by six oblivious students. 

“Now now, you wouldn’t want them to panic, would you?” Tzeentch cooed. “It’s not like they or you will be able to do anything about this…” She lit her horn and spread her wings, feeling the surge of the world’s magic coming from every angle. Just a little bit of Chaos and she could do just about anything… 

An invisible barrier surrounded the Treehouse, separating it and its Harmonious energy from the rest of Equestria. No matter how chaotic things got, this tree would not interfere as long as Tzeentch held sway over the barrier. 

She could keep control for as long as she was in the universe. 

She planned on sticking around for a while. 

Raising her wings high, she bid the Treehouse goodbye. “Enjoy your confinement. Probably a new experience for you, isn’t it? Maybe you should learn to be content no matter where you are, I hear that’s a pretty major portent of Harmony, hmmmmm?”

The Treehouse did not respond. Not that it couldn’t, it just didn’t want to give Tzeentch the time of day. 

“I don’t know why I’m even bothering you. A merely planetary presence. As if you have any bearing on the true scope of the Cosmos!”

The Tree reminded her how insignificant she was amongst the entirety of the multiverse with a simple glimmer. 

Tzeentch frowned. “Also true. You and I could have quite the game of back and forth… but I must make myself scarce. But don’t you worry your little branches, I’ll be watching.” 

She took off into the sky, flying directly upward. Upon enchanting herself with a speed boost, she went far above the clouds, breezing through the atmosphere as a small lavender light easily shrouded by the light of the sun itself. 

She stopped only when she was high enough to be considered in orbit. Turning around, she looked down upon the blue orb swirling with wisps of clouds. 

So fragile… it was a strong irony that a simple planet so insignificant as this would be so monumental to Tzeentch’s plans. 

She cast a spell, sending a network of purple magic sparks into orbit around the planet so Tzeentch could keep tabs on what was happening in the world. Now, she could be aware from anywhere she wanted…

The next part of the plan was to get as far away as possible. The primitive ponies of this world had not yet perfected the art of moving faster than light through magical means, but Tzeentch knew it so well such a thing was child’s play to her. With a demented chuckle she surrounded herself in a warp bubble and zapped away from the world of Equis, light-years away in a matter of seconds. 

As she fled, she watched the antics of the other five of his number - little more than distractions, in the long run. 

The Mask had been an expected casualty. No matter who she’d given the Mask to, the Mask would have taken on their attributes and become a thorn in the side of all the others. So Tzeentch had ensured the Mask ended up not only in the pony physically weakest, but also the pony Discord had a direct connection to. If there had been another in Fluttershy, Discord could have gotten the Mask as an ally and released Fluttershy’s mind almost all at once. 

Tzeentch was always disappointed in Beetlejuice. She’d placed him inside Applejack as a sort of joke, she supposed. Not able to do anything interesting, forced to understand the monotony of the living. Getting chased out of the Castle of the Two Sisters by ghosts was just a bonus. Still, he hadn’t lasted hardly any time at all. 

High hopes had been placed in Bill Cipher - infect the dreamscape and make it nearly impossible to remove him from Equestria. But he too had fallen too quickly, bitten by his own hubris in the end. If he had only planned a little better. 

The Joker had been Tzeentch’s prize, the one she had bothered to help and provide assistance to. He was to create a criminal empire that could not be traced and would keep Equestria reeling for days. Perhaps weeks, if it had been done correctly. Overkill, but definitely worth it. The only problem? The Joker, smart as he was, had been obsessed with the idea of ‘the way things are supposed to go’. A fool. Annoyingly the best out of all of them.

Chara only survived so long due to being in Pinkie. Maybe putting Joker in Pinkie would have been more effective. As delightful as it was to see her push Discord’s gang within an inch of their lives, she could have done much better. Though Tzeentch supposed she didn’t really want the world destroyed, at least not with her still in it. Tzeentch had only drawn the group’s focus onto Chara because she needed time

Now, she was the only one left. It wouldn’t take that long for them to trace her through the shield around the Treehouse. 

She was very interested to see how exactly they planned to get to her. How many light-years away was she now? A thousand? Whatever it was, it was a lot. 

Even without any other distractions getting to Tzeentch wasn’t going to be easy. 

“The game begins anew…”


“We found out where Tzeentch is,” Luna said, Celestia and Discord at her sides. 

Spike, Fluttershy, and the Mask yawned. They had just been woken up from their slumber, a sleep they had been ordered to take by Luna. They hadn’t gotten much - only three hours or so - and it was still night. But they were ready. 

“Where?” Spike asked.

“...Deep space,” Luna said, frowning. She lit her horn and brought up an image of Equis with the sun and the moon orbiting it. She zoomed out far, until the sun was just another speck of light in a large field of stars. “It left Equis almost immediately after arriving, and has been getting further and further away at an alarming rate.”

“That’s not an issue, right?” Fluttershy turned to Discord. “We contacted Rigel easily.”

“Rigel’s here,” Discord said, pointing to less than a third of the way to Tzeentch. “That took a lot of power. Physically going there? HA! I’m running a tad low due to all the chaos I’ve been fighting today. I get power from chaos, it’s a little draining to keep getting rid of it all the time.”

“What are we going to do?” Fluttershy asked.

“This can’t be it!” the Mask declared, smashing her hoof on the table. “Let’s combine our chaos and get there!”

“And promptly be beaten by Twilight’s mastery of the arcane,” Celestia warned. “Tzeentch may be in a body weaker than it is usually used to, but that body is Twilight. If you waste all of your energy getting to Tzeentch, it can just blow you out of the sky.”

“That’s… a big problem,” Spike admitted. 

“I take it the solution is behind the mysterious door?” the Mask asked, pointing to a large metal door that Celestia and Luna were standing in front of. 

Celestia nodded. “What you are about to see is… highly classified. Not because it’s dangerous, but because we don’t want ponies trying to steal the work and use it for themselves. So keep this quiet afterward.”

“Lips are zipped!” the Mask declared, turning her lips into a zipper.

“MMMMMM!” Fluttershy screeched.

The Mask unzipped her mouth. “Oop, sorry!”

Spike nodded. “Secret’s safe with me!” He glanced at Discord.

“I already know what’s in there,” Discord chuckled. “Haven’t told anypony. Yet.”

Celestia sighed. “Might as well get this over with.” She touched the doors with her magic. They recognized her and slid open. “Say hello to Starswirl’s latest project, the Comet.” 

Sitting in the middle of a large, cylindrical room was an egg-shaped object with a seat in it and six protruding fins on the back. The front was imprinted with Starswirl’s cutie mark while the sides had generic star designs. 

Spike’s jaw dropped. “Is that…”

“SPACESHIP!” the Mask shouted, suddenly wearing a blue, tarnished space helmet. “SPACESHIP!”

“Yes, it’s a spaceship,” Celestia chuckled. “Not the first, either. There have already been a few test flights to the moon.”

“That I never got to ride,” Luna huffed.

“Luna, the seats are designed for a pony of normal stature. Maybe once he perfects the design he can make you one. It’s not like he’s able to ride them either.”

“It truly is a travesty that I was born tall,” Starswirl said, walking into the room. “Behold, the Comet, my current magnum opus.”

“...Current?” Spike said, raising an eyebrow. “Isn’t a magnum opus the thing there’s supposed to only be one of?”

“Yes, of course,” Starswirl chuckled. “She is beautiful nonetheless. Now, I hear we are possibly pressed for time, so I shan’t prattle on. She is one-occupant only, normal pony-sized.” He pointed at Fluttershy and the Mask. “That means you two. Apologies, Spike, there simply isn’t room to have you onboard safely.”

“Problem, oh great wise wizard,” Discord said, jingling one of Starswirl’s bells. “I’m the one with the power to remove them. If I can’t go, there’s no point in sending the two of them.”

“Starlight assures me you know how to discorporeate yourself,” Starswirl said. “You will possess her spacesuit.” 

Discord stared blankly at him. “...I can’t believe I didn’t think of doing that with a catapult years ago…”

“Lack of creativity~!” the Mask trilled. 

“So, literally everyone but me is going?” Spike asked. “...Great.”

“We’re not going,” Celestia pointed out.

“You rarely go on anything.”


“Can’t you make me small or something? I’ll fit in a pocket!”

“Cannot guarantee your safety at an altered density,” Starswirl said. “The G-forces would do unpredictable things to a creature under false size constraints.”

Spike sighed, turning to Fluttershy. “...Get Twilight back.”

“We will.” Fluttershy saluted, a sailor cap suddenly on her head. “The Stars themselves won’t stop us!”

“Speaking of…” Starswirl dumped a suit on the ground. “You need to get in this. You’re lucky we’ve already made a pegasus model, there were only earth ponies and unicorns at the conception of the project, harder to make wing sleeves and all that.”

Fluttershy prodded the gray six-limbed suit. “Is it… safe?”


The Mask pulled a clipboard out of nowhere. “Lessee here it’s had a grand total of… one successful test.”

“That was the only needed test,” Starswirl humphed. “None of the other suites have experienced any problems, and this is based on that design!”

“Hmm…” Fluttershy found the zipper along the suit’s front and pulled it back, revealing a lightly padded interior. She stuck her hooves and wings in, before pulling the zipper back up. “Feels a little… baggy.”

“That’s because it hasn’t been fitted yet,” Starswirl said. He lit his horn and the suit jerked, tightly molding to Fluttershy’s body. 

“Augh! That’s… that’s tight!” she glanced at her rear, where her tail had been flattened down into a coiled stump. “My tail…”

“It has to be tight, don’t want any excess air getting stuck down there. You’ll find that we can straighten your tail without a problem upon returning home. The mane, though, that will have to be tied up in the helmet.”

Fluttershy nodded. She stretched her wings to tie her mane up in a bun, but she froze when she saw how alien they looked. The gray suit had fitted to her form almost perfectly, but it was smooth, not feathery. It turned out she could still grab things with them, but it was significantly more difficult to do so with any coordination. 

Discord, tiring of seeing her pain, snapped his fingers to arrange her mane into a bun. “Ah! Thanks!”

“I could have just done that,” the Mask grumbled.

“No. Wardrobe. Changes,” Starswirl demanded, getting in the Mask’s face. “I don’t want any catastrophic spacesuit failure.”

“...What about hats?”

“Hats are fine so long as you don’t breach the suit. Speaking of…” Starswirl picked up the helmet and slapped it on Fluttershy’s head. “There you go. Internal enchantments should start regulating air. In space, you’ll be wearing tanks, though those would be a bit heavy to carry down here in standard gravity... “ 

Fluttershy nodded. “What else do I need to know?” 

“Never take off the suit, never take off the suit, never take off the suit.”

Fluttershy raised an eyebrow.

“And in more practical terms, don’t put yourself in dangerous situations; the suit may be heavily enchanted but it’s not impervious to attack. A single breach can spell death up there where there’s no air. Remember to watch your oxygen, and remember that while your wings do work in airless environments you’re not going to be able to fly well due to the lack of gravity. Got it?”

“Got it.”

“There’s a million more things I want to tell you but we’re pressed for time.” Starswirl scratched his beard. “Discord, the helmet is a great entrance point for possession.”

Discord folded his arms. “Won’t be able to talk through that thing… It’s just glass.”

“You’ll be able to see just fine,” Starswirl waved dismissively.

“What’s the matter?” the Mask asked. “Afraid of not being able to talk?”

Discord growled. “No…”

“Then possess the helmet!” She produced a neon arrow and pointed her head. “HMMMMM?”

Discord frowned. A blue, spiritual manifestation of himself popped out of his body, leaving an empty sack of flesh behind that flopped to the ground like a limp noodle.

“Egheheh…” Spike shivered, looking at the discarded body in disgust.

“Alas, poor skin, I barely knew ye!” Discord transformed his body into a flower pot and gave it to Spike. “Look after me, would you?”


“I’ll take that as a yes! Goodbye everyone, see you through the glass!” He blew a kiss to the wind and popped into the helmet, vanishing from sight. 

Celestia rolled her eyes, gently leading Fluttershy to the Comet. “You’ll be the first pony this far from Equis, Fluttershy.”

“Twilight’s further,” Fluttershy pointed out. 

“I’m not considering that thing a pony. It stole Twilight from us. Get her back.”

“We will.” She jumped into the Comet’s cockpit, leaning back in the padded seat. Seatbelts automatically locked around her, keeping her secure.

“There are too many buttons to explain,” Starswirl said, pointing at the readout. “Luckily, you only need to know ‘emergency stop’ ‘return home’ and ‘toggle map’. I’ve already programmed it to follow Tzeentch.”

Fluttershy gazed at the dash covered in hundreds of buttons. “...And the rest of these buttons?”

“For somepony who has more time than we do.” Starswirl reached up to the windshield. “I’m going to close you in, now. You won’t be able to hear us. There’s going to be a few teleports and an explosive lurch. You might pass out. That’s normal.”


“I’ll keep her awake!” the Mask assured him.

“If you think you can.” Starswirl smiled. “Good luck, Fluttershy.”

“Bring her home,” Luna added.

Fluttershy nodded. “Let’s do this.” She put some sunglasses on the outside of her helmet. 

Starswirl swiped the sunglasses away and closed the cockpit.

“Hey!” the Mask shouted. “Those were cool! Come o-”

The Comet teleported three times. The first time it made it to the cloud layer. The second time it was so far up the sky was empty. The third deposited them high enough to see the curvature of Equis. 

Then the main engine kicked on. The magical crystals in the back forced every piece of thaumic energy they could get their hands on out, accelerating the ship into the stars. While Starswirl had definitely figured out the Faster Than Light spells, he had not figured out how to remove the impact of acceleration completely quite yet, so Fluttershy felt like an anvil had fallen on her. 

“Must… stay… awake…” the Mask grunted.

They promptly passed out. 

When Fluttershy came too she still felt the weight of something on her chest since the Comet was still accelerating, but it wasn’t as bad as it had been. She saw stars whipping past them as little streaks of light. 

“You know, I don’t think that’s how this would look, realistically,” the Mask observed.

“I don’t need to hear about the ‘real world’ right now,” Fluttershy muttered, trying to rub her head, annoyed to find a helmet in the way. “Hooo… well, we made it.” She toggled the map. It showed that they were barely a tenth of the way to Tzeentch. “...This is going to take a while.”

“He’s still moving, too. We’re faster than him though, we’ll grab him in no time!”


There was silence in the cockpit. 

“...Know any good jokes?” the Mask asked.

“None that you don’t already know.”

“Oh. Disappointing.”


They had a spaceship. 

They had a spaceship.

They had a SPACESHIP!

A spaceship with excessive FTL capability at that! 

A ship that Tzeentch had already lost track of because it sped away from her planetary sensors before she had any idea what was going on. 

Tzeentch was furious. A variable she didn’t account for. A variable she couldn’t have accounted for, as far as she knew. She had checked for evidence of a space program and found none. None at all! This shouldn’t have been possible! This… 

Was just a minor setback she would deal with. She had lost track of the ship and didn’t know for sure how fast it was going, but it had to be going fast enough or they wouldn’t have launched it. 

Tzeentch shifted her flight path into a large, purple nebula and took up residence among the shifting clouds. She created a throne for herself, sat down, and waited

She would be ready when they arrived. With any luck, it would be timed perfectly.


The Comet stopped itself about a football field away from Tzeentch. Fluttershy could see her, sitting on a throne, sipping what appeared to be a cup of tea. 

“You have arrived,” Tzeentch observed. “Right on schedule.”

“You had no idea how fast we were going!” the Mask blurted. 

“That was not the schedule I was referring too.”

“How are we talking through space…?” Fluttershy wondered.

“Chaos,” Discord said, popping his spirit out of Fluttershy’s helmet and leaving the Comet. He crossed his arms. “You used me, Z.”

“I use everyone,” Tzeentch admitted. “All of them were placed where they were for a reason. Sometimes for my own amusement, admittedly, but usually so they would be effective.”

“Your buddies weren’t effective enough to keep you safe.”

“They were… effective enough for my purposes.”

Discord pointed a finger at her. “Not anymore. You are going back where you came from.”

“A fight would be inadvisable, Discord. Don’t misunderstand me - you would be victorious. But we are in space and spacesuits are fragile.” She pointed a hoof at Fluttershy and the Mask. “I wonder if the Mask lets her survive in space?”

“How else are we going to do this?” Discord asked.

“A game!” Tzeentch said, grinning. “There will be no need for reckless fighting or gratuitous space combat. A game…”

“What game?”

“Paradox-BIlliards-Vostroyan-Roulette-Fourth-DImensional-Hypercube-Chess-Strip Poker!”

Discord blinked. “What?”

The Mask facehooved. “Oh, not this stupid thing…”

“The game is complex, yet simple!” Tzeentch declared, summoning a deck of cards to your hoof. “We battle with the power of our respective decks for supremacy!”

“This is a children’s card game!” the Mask hissed. “The name is a lie!”

“Perhaps you would like to play…? I do remember you being quite the opponent when you had that mob boss possessed.”

“You were good?” Fluttershy asked the Mask.

“I… well, er, uh…”

“I trounced him. It was amusing watching him make mistakes I didn’t even know were possible.”

“What are the terms of the game?” Discord asked.

“Quite simple, really.” Tzeentch cackled. “You win, I return to my realm, no questions asked. I win, I keep Twilight forever.” She cocked her head sideways. “Or, those would be the terms, if I needed you to play a game anymore. Time’s up, Discord, I win! I stayed away from your clutches for thirteen hours, thirteen minutes, thirteen seconds. Twilight’s been in my world long enough to do what she needs to do.”

Discord blinked. “...What?

“I’m saying I won. You know? ‘Exactly as planned?’ Did everything I came to do. I’ll just go home myself now and you can have your Twilight back. I don’t need you anymore. “

“What did you do?” Fluttershy demanded. 

“I am a chaos god, mortal. I am nearly all-knowing and all-powerful. But, unfortunately, there are occasionally these annoying paragons of light that waltz around, purging my demons with annoying ease. But my essence is pure Chaos, I am unable to combat them, or even change my essence to be harder to consume… until now! While we’ve been here, hiding out and making your lives miserable, the ponies we swapped with have been in our bodies. For most the others that’s as dull as a rock - literally, in Bill’s case. But for me… poor little Twilight finds herself in the body of a god of madness, change, magic, and corruption.” 

Tzeentch let out another cackle. “And she was the only one with a mind strong enough to adapt! It probably took her, oh, all of an hour to figure out that I was ‘evil’ and was plunging the galaxy into war. I fully expect she’s trying to become a ‘beacon of hope’ for the galaxy right now, infusing my essence with just the slightest amount of Harmony amongst Chaos. And with that Harmony… I will be stronger than ever. My universe will bow to me.” 

She leaned in, waggling her eyebrows. “Enjoy your lives knowing you gave an entire universe over to me. Have a nice day.” 

Discord grabbed Tzeentch’s essence as she - no it now - left Twilight, traveling back to its realm of Chaos. 

The transition wasn’t all that jarring for Discord, just a rush to a world where madness abounded, nothing had physical form, and everything was dependant on emotions. A world of spirits gone horribly, horribly awry, twisted in the monstrous desires of the races of the galaxy. 

And yet, here was Tzeentch, Lord of Change, master of magic… with a small spark of Harmony within him, a tool it could use to subjugate the galaxy even more effectively. 

“You followed?” Tzeentch laughed - its form indeterminate, impossible to comprehend at any one angle. “Now you will see the fruits of your labor! These poor saps believe I have changed…”

“Twilight would have foreseen that and told them.”

“But they won’t know immediately. And they will suffer for th-”

Discord pointed his finger at him. “Anti-Rainbow Death Laser.” 

A beam of brown energy coalesced into a disgusting ‘rainbow’ not unlike that the Elements of Harmony would produce. The Rainbow of Darkness washed over Tzeentch…

...and purged it of its Harmony. 


“I’m the inverse of Harmony. Chaos. I just increased the amount of Chaos in the world. Corrupted you.” Discord grinned. “Looks like that entire plan of yours was pointless.”

Tzeentch grabbed Discord in its immense magic, oppressive from all sides. “I WILL PURGE YOU FROM MEMORY YOU HORRIBLE EXCUSE FOR A CHAOS GOD! UNDERSTAND A SLOW DEATH, DISCORD!”

“How about no?”

The Mask was floating right next to Discord, grinning wildly - without Fluttershy. 


“Followed the mental connection!” the Mask said, chuckling - removing Discord from Tzeentch’s grasp with a fold of space. “I’m still connected to you, you know. And guess what? I’m still connected to Fluttershy! Goodbye!

The Mask yanked Discord out of Tzeentch’s universe, leaving Tzeentch alone in the Realm of Chaos. 

Tzeentch’s essence twitched

If it wasn’t so busy with this universe it would go and lay waste to those pathetic magical ponies…

But no. One galaxy was enough. 

Instead, it did the only thing it could think of doing right now. 

It screamed so loud the hair on the back of every neck in the galaxy stood on end. 


“Discord!” Fluttershy cried, excited when she saw his spirit re-appear. She rushed him, wrapping him in her hooves and pressing her face to his. 

Or, well, trying. She floated right through the spirit and ended up adrift in space. “Uh… help!?”

The Mask laughed - with Fluttershy’s voice. “I’ve got nothin’! Put all my energy in severing the Big Z’s connection.” 

“Well I’m full of energy, I was just in a real made of nothing but Chaos and didn’t sever any connections!” Discord grinned. “...Wait, was I there, or was my mind there?”

“I don’t think it matters,” the Mask admitted. “You are just a spirit right now.”

“Oh yeah…”

Fluttershy gasped. “Twilight!”

Discord’s head whipped over to Twilight’s body - which had been unconscious in space without a spacesuit for about a solid minute. He quickly encased her in a bubble of chaos and undid all the disgusting damage the vacuum of space had done on her body. “She… she’s fine. You can survive two minutes in the vacuum of space.” 

“...Okay…” Fluttershy let out a breath of relief. “Let’s go home.”

“Uh, how?” the Mask asked. “We don’t have a chair for Twilight.”

Discord and Fluttershy stared at each other in shock. 

“STARSWIRL!” Discord yelled at the top of his lungs.