//------------------------------//
// Black Mark, Part 1 
// Story: Mare Do Well: Rebirth 
// by MagnetBolt 
//------------------------------//

“You know, I’m not sure if I should be happy or really disappointed,” Star Thistle said. She worked her hooves into Loopy’s back, kneading the changeling’s muscles and thinking to herself. “As a health professional, I’m glad to see you’re in much better shape than you used to be, and I don’t mean that just because you’re literally a shapeshifter.”
Loopy stretched. “It feels strange.” She looked at her hooves. It was hard to think of them as actually being hers. They were pink, for one thing, and didn’t have holes through them. She expected to miss her holes. They were literally a part of her. But she didn’t miss them. They’d vanished along with the old aches in her joints.
“Strange good, or strange bad?” Star Thistle asked. “Because I don’t know if this is more like changeling puberty where you get wings in strange places or…”
“Or?”
“Or healing from old wounds, I guess,” Star Thistle shrugged. “You don’t have half the scars you used to.”
“I’m sort of glad to still have some of them,” Loopy said. “It makes this feel a little more like me.”
“Did the skin cream I gave you help at all?” Star Thistle asked.
“It did, actually,” Loopy said. “It was really good for buffing my chitin. I never got a chance to thank you for that.”
“Well, I didn’t want to say anything, but I sort of asked around about it. The Guild of Buskers, Entertainers, and Escorts has a lot of changeling members.”
“Oh,” Loopy paused. “You mean they’re…?”
“Actors, mostly, yes,” Star Thistle confirmed. “Being able to shapeshift is a real benefit to somepony on stage, and they’re great at staying in character. They recommended that brand to me.”
“You’re a great friend, Star,” Loopy said.
“Just too bad you won’t need my services quite as much. You haven’t asked me for a hug even once.”
“Sorry. I just… don’t feel hungry like I used to be. I think I actually crave sugar more than love! I’m worried I’m going to turn into Lyra and start ordering those huge coffee drinks from Novo’s that are all caramel and sugar syrup.”
There was a quick beep, and Star Thistle stopped.
“What’s that?” Loopy asked.
Star Thistle looked at her wrist. “Oh, it’s some kind of system update for my watch. It’s nothing important.” She showed Loopy her Mark-2 Watch.
“Oh, you’ve got one of those too?” Loopy asked.
“Who doesn’t?” Star asked. “I’ve been using it to help me track and time my appointments. Don’t worry, though. I scheduled extra time for you. You’ve got a whole new body and I need to figure it out. It’s even worse than a new client - you’ve been coming here long enough to know what I can do, and I’ve got to learn quickly so I don’t disappoint you.”
“You’d never disappoint me.”
“Of course not,” Star Thistle teased. “I’m a professional.”
Loopy’s radio earpiece buzzed. “Hey, Loopy, are you there?” Lyra asked. “This is super important, I don’t care if you’re in the middle of getting your wings preened or whatever it is you’re doing!”
“What is it?” Loopy asked, touching her ear. “And can you take it down a notch? I feel like my ears are unblocked for the first time in a decade. I don’t need to start losing hearing all over again.”
“Are you wearing your Mark-2?” Lyra asked.
“No,” Loopy said. “Hold on, I’ll grab it.”
“Don’t! There’s something really wrong with them. Whatever you do, don’t put it on.”
“Hold on,” Loopy said, sitting up. “Star, you need to take off your watch. My friend says something’s up with them. It might be nothing, but just in case, it’s better safe than… sorry?”
Star Thistle stood silently, just rocking back and forth slightly on her hooves. The screen on the watch on her wrist blinked slowly, the outline of a rose picked out in red light on the black crystal plate.
“Lyra, what exactly are the Mark-2s doing?” Loopy asked. “I got somepony here who’s in some kind of trance. I’ll try taking it off--”
“Don’t!” Lyra warned. “I don’t know what it’ll do. I think it might be like waking up a sleepwalker.”
“Lyra there’s nothing dangerous about waking up a sleepwalking pony,” Loopy said. “That’s a myth.”
“Whatever the watches are doing aren’t a myth,” Lyra said. “Please, just trust me for now, okay? I’m trying to figure this out but Bon-Bon was wearing hers and she’s acting weird and I don’t know what to do--”
“Calm down,” Loopy said. “I’ll come right back to the office. Is anypony else there with you?”
“Jasmine is here,” Lyra confirmed.
“Okay. You take care of your wife. I’ll be there as soon as I can. Something’s happening on my end.”
Star Thistle had started walking, going to the door and walking out. Loopy followed her into the hallway outside, and two other ponies almost ran her over, not watching where they were going because they were in the same daze. In the open rooms down the hall, Loopy heard ponies complaining about their masseuse walking out on them, and one pony yelling something about having paid for music lessons.
Loopy walked with the dazed ponies, all the way to the street outside. There, they joined a stream of other ponies walking in one direction. There were dozens, maybe hundreds of them, all with that blank look on their faces.
“This might be a bigger problem than I thought…” Loopy muttered.





Lyra waved at Loopy when she walked in. “Over here! I’ve got her tied up, but she’s still acting weird!”
Loopy buzzed over, her wings strong and fresh enough that it didn’t feel like a strain to flutter over. She’d enjoy it more if one of her friends wasn’t in hoofcuffs and some very interesting interpretations of rope restraints. Bon-Bon was fighting slowly, not really coordinated, trying to get up more like a pony tangled in sheets in bed than one who was in cuffs.
“She’s trying to get to the exit,” Lyra said. “I got her before she wandered far, but she just keeps trying. Jasmine helped me wrestle her back inside, but she won’t snap out of it.” Lyra wiped her eyes, obviously on the edge of losing it.
“We’re going to help her,” Loopy promised. “We’re heroes, remember? We’re going to get to the bottom of this. What can you tell me about the Mark-2s?”
“Jasmine, can you…?” Lyra asked. She sat down by Bon-Bon and stroked her mane.
Jasmine nodded quickly. “Over here, Miss Loopy.” She led Loopy over to a table with a lamp, where one of the Mark-2s was half-disassembled. “Miss Lyra and I were trying to figure out how to make one of the watches work for me, and when we opened it up, this is what we found.”
The metal backing of the Mark-2 on the table had been removed, and inside was a tangle of small crystal chips and relays, cut to fit the tiny form factor, and all centered around a sliver of softly glowing stone.
“That’s the stuff the foals were digging up in the illegal mine,” Loopy said, recognizing it.
“Etherite,” Jasmine nodded. “It’s doing something with cutie mark magic. You know how the watch is supposed to run on the ambient magic a pony has around their body?”
Loopy nodded. “Right, so it wouldn’t need a battery or winding.”
“From what we can tell, it can go both ways. The magic from the pony wearing the Mark-2 powers it, but it can also use that connection in the other direction. They were designed to get updates wirelessly and connect in a network and somepony is using it to put magic into the ponies wearing the watches and it’s making Miss Bon-Bon go crazy and I don’t know what to do to help!”
“It’s her cutie mark,” Lyra said quietly. “Or… not her cutie mark. It’s like a fake, second mark, like the Cutie Pox but controlled by somepony else.”
“Cutie Pox?” Loopy asked.
“It was kind of a disease or curse-- the important thing is, I’ve seen what it does!” Lyra snapped. “A pony got extra marks and lost control. You don’t understand because you’re a changeling, but-- sorry, I didn’t mean it like that.”
“It’s okay,” Loopy said. She sat down with Lyra. “You’re worried. I’m worried too. So why would having more cutie marks make her lose control?”
“Your cutie mark is like your whole destiny,” Lyra said. “It’s really hard to fight, especially when you first get it. When I first got my cutie mark I ended up playing the lyre for a whole day. At first it was just… I found something I was good at, and it came to me naturally, and I was having fun. But then I couldn’t put it down. I had to try one more thing, or play that song just a little better. I ended up falling asleep with my hooves on the strings.”
“That sounds kind of terrifying,” Loopy said.
“It can be scary. You feel like you have to do something. There’s just this compulsion to do what your mark tells you.”
“And the watch… the Mark-2. I just got the name.” Loopy clicked her tongue. “This was planned out ahead of time. The ponies who made this knew exactly what it was for. It’s not a mistake or a product malfunction.”
“It was made by Engine Heart Industries,” Lyra said.
“Run by Black Valintino, one of the first ponies I saved in this city. I should have just let Philtrum take him out and saved us the trouble.” Loopy huffed. “At least we know where to find him.”
“I have to stay here with Bon-Bon,” Lyra said. “I’ll be on the radio if you need me.”
“I’m all charged up,” Jasmine said. “I’m going with you.”
“Are you sure?” Loopy asked. “It could be dangerous.”
“I’m going because it’s dangerous,” Jasmine said. “Whatever magic he’s using, it doesn’t work on me. You need me to watch your back.”
Loopy nodded. “Help me with the armored suit. I want to let Black know I’m serious.”





Officer Beeswax shoved back against the barricade, hissing things under her breath that would have made a sailor blush. They’d been pushed halfway down Golgom Street, and the only thing the few sane officers left on the force had been able to get together were barricades designed to keep honest ponies from wandering into construction zones, not to keep out a mob. If the dazed ponies had been even a fraction more coordinated, it would all be over already.
“This isn’t working, Detective!” Beeswax said. “Half of them are just going around us, and the other half are going to push these stupid chain-link fences over and then trample us!”
“Just do what you can to keep them back,” Arabica said. “I don’t know what’s happening, but the longer we hold, the more time somepony has to figure it out!”
“Looks like you ponies need some help,” Mare Do Well said, dropping down. “I’ve been trying to get you on the police band for a while. Glad to see you’re not all zombies.”
“Most of the department wandered off,” Arabica said. He nodded to her armored costume. “Nice suit.”
“Thanks,” Mare Do Well said. “I’m guessing this means you aren’t free to help me go punch Black Valentino until he makes this mess stop?”
“I told you it was those stupid watches!” Beeswax snapped.
“You’re just angry you didn’t get one,” Arabica said. He looked at Mare Do Well. “Engine Heart Industries donated a whole case of them to the department to ‘improve communications and response times’.”
“More like he wanted to make sure you couldn’t stop him,” Mare Do Well corrected. “At least you two are okay.”
“After we interrogated Flashback it made me feel a little guilty about not supporting small businesses,” Arabica admitted. “I bought a watch made by a small shop. Keeps rubbish time but at least it doesn’t hypnotize you.”
“Did you bring a way to stop the riot?” Beeswax asked. “Because if you’re just here to chat you could at least help us hold up these barricades while you’re doing it!”
“Excuse me, um. I have an idea.” Jasmine stepped out into the open. “Hello, everypony. Jasmine Jewel here! This is my first field mission, so I’m a little nervous. I was waiting for a dramatic moment to enter the scene and--”
“You brought a pop star to a riot?” Beeswax asked, glaring at Mare Do Well. “You know what would be useful? Sleeping gas. Or a better fence. Or both!”
“At least let her tell us her idea,” Mare Do Well said.
“Ponies are musical creatures,” Jasmine said. “If I start singing, I might be able to get them to follow along. It probably won’t break the spell, but they’ll get distracted and stop trying to push through. It might buy you some time.”
“That’s a better idea than anything I’ve had in the last few minutes,” Arabica said. “If it doesn’t work at least we’ll have a nice theme tune while we get overrun.”
“Great!” Jasmine said, grinning. She hopped up on top of an overturned cart, trying to get high enough that she could be seen by most of the crowd. “Mare Do Well, you go on ahead. I’ll help out here and catch up when I can.”
Mare Do Well nodded. “Stay safe.” She flew up into the air, wings buzzing as she ducked over a rooftop.
Jasmine cleared her throat.
“Okay, everypony! Just for you, a debut of my new hit single, which I’m going to come up with right here and now!”
Jasmine tapped her hoof, and music seemed to bloom around her, mostly thanks to her built-in synthesizer but there was probably a little magic involved, too.

“The world is an open flower
And it will sing you every song
It will take you where you please
Wanna hear my song playing loud
Words of this song
Fell from the heart
I am sure that they know what my heart is for
Must be this song inside of my beating heart
Will you sing me a love song beside your heart?”

The crowd slowed and stopped, the dazed ponies watching and listening and starting to mouth along to the lyrics.
“I can’t believe this is working,” Beeswax muttered.
“She does have a great voice,” Arabica said. “Let’s hope she can keep it up.”





Engine Heart Industries was a hub of activity, but none of it involved ponies actually speaking to one another. Mare Do Well walked through the front doors, no security ponies in sight, and saw ponies in a daze moving in purposeful circles. It reminded her of something. It reminded her of the hive, back in the bad old days. Something about the way the ponies moved was too similar to each other, walking with the same pattern, standing in the same stance, little things that should have set them apart and just weren’t there, like a changeling not quite nailing a disguise.
“Mare Do Well,” a voice said, over the intercoms. “I should have expected this. Are you the one who tried to kill me, or the one who saved me?”
“Black,” Mare Do Well said, glaring up at the unseen speaker like she could sense him on a floor somewhere high up above. “I’m the one who saved you, but I’m starting to think it was a mistake. Let these ponies go, now.”
“I don’t think so,” Black said. “But I’m a reasonable pony. Why don’t you come upstairs and we can discuss this? The express elevator to your left is unlocked. Don’t worry, it’s not a trap. If I wanted to stop you from getting in, I would have had other options. Like this.”
All the ponies in the lobby stopped and turned towards Mare Do Well, glaring at her, ready to attack.
“I could have them subdue you and bring you to me, but, like I said, I’m a reasonable pony.”
The ponies turned back to what they’d been doing, mostly moving boxes and taking them upstairs and out of sight, moving more like ants than people, and Mare Do Well was one to know the difference. She shook her head and got on the elevator. It started moving before she had a chance to press the button.
She waited, listening to the smooth jazz, watching the numbers go up until, finally, the elevator dinged and the doors opened.
“Come in,” Black said, his voice booming.
Loopy stepped out onto a floor under construction, with a lot of ponies doing said construction in total silence. They unboxed wires and crystals and rivets and were slowly building antennae, the half-finished dishes pointing in every direction.
“Sorry about all the work going on,” Black said, stepping out into the open. “You know how it is. Very exciting times!”
He was wearing gold-plated armor, the edges catching the light and glittering with every motion. Glowing lines crawled across it, pulsing like a heartbeat.
“I’m guessing that outfit means you want to do this the hard way,” Mare Do Well said.
“You say that like you aren’t dressed for a scuffle,” Black said, motioning to Mare Do Well’s armor. “The last pony who wore that did try to murder me. Can you blame me for being a little paranoid?”
“So are you going to give me your big villain speech?” Mare Do Well asked. “Because I think I can predict it, more or less. You think ponies can’t be trusted to make decisions for themselves, society runs better if the enlightened few on top are in charge, yadda yadda.”
“That’s not too far off,” Black admitted. “It does miss the particulars. I’m really very proud of this, you know. Did you ever hear about Starlight Glimmer? Amazing mare. She developed a spell that stole cutie marks, left ponies with nothing.”
He started pacing, moving his hooves to emphasize his points as he spoke.
“It made me think, what a waste! She spent all that effort to design a society that wasn’t good at anything! She decided to lower everypony to the lowest common denominator, and that just made a mess. Nopony could do anything well. Total disaster. They’re lucky the town didn’t collapse on its own. But what about the opposite?”
“The opposite?” Mare Do Well asked.
Black walked over to one of the ponies welding steel beams. “This pony here? Probably never used a torch before in his life! But now he’s an expert! At least temporarily, because that’s what I need him for. Tomorrow he could be a great accountant, or a painter, or anything else! See, what I’ve done is, I’ve figured out the best way for ponies to work together.”
Mare Do Well looked around. “All you’ve done is make slaves.”
“Hey, they’re not slaves, they’re doing what they want. They’re a little out of it because the compulsion of those new cutie marks is pretty strong, but they’ll thank me later. I’ll even pay them - and I can make them accountants to sort out their own paychecks! Really, it’s a great system.”
“And they don’t get to choose?”
“It’s better for society if someone with vision decides,” Black said.
“I’m not going to let you use ponies like that. They’re not machines, and they’re not interchangeable.”
“Well, I think I’m proving you wrong on that, but I respect that we have a difference of opinion. I’m really glad we were able to have this talk, but I’m going to have to ask you to leave. And before you ask ‘you and what army’, remember I do have an army.”
“You’re not stallion enough to fight me yourself?” Mare Do Well taunted.
“Owch. That hurts.” Black shrugged placidly. “I’ve got people to do my fighting for me. Well, not people exactly-- tell you what, I’ll just introduce them.” He tapped his wrist, and six figures dropped down from above, hitting the floor hard enough to feel like a small earthquake.
The six synths, identical to the massive machine that had tried to steal the Etherite when she’d first met Steel Braver, glared at her, their faceplates gleaming from hidden seams as they scanned her.
“Meet Buster Shadow Units two through seven,” Black said. “Boys, take care of this little annoyance.”