The Toll of Clockwork Tower

by Faindragon


Chapter 12 - The Captain

“Dead again, Apprentice,” Foible jeered. “That’s the tenth time. You know, you could at least try being a challenge.”

I growled as I took a tottering step back, the blood starting to drip from the shallow cut just below my cheekbone. My breath came heavily, and I could feel pearls of sweat running down my body as I lifted up my Rainflower blade, preparing to parry another blow. I had already parried too many; the blade was chipped in more than one place, but so far it hadn’t shattered. Right now, I didn’t have any other choice but to continue parrying.

“What could you hope to accomplish?” he sneered, spitting at my hooves. “You’re the apprentice of a clockmaker, not a fighter. You don’t stand a chance against me, so why even bother trying? Just lay down and die. Make it easy for yourself.”

I took a deep breath to try and slow my racing heart, not taking my eyes off him for even a split second. The blood ran from multiple small wounds all over my body. Ten of them would’ve been fatal each on their own, had he not held back. “You killed Pendulum. Tortured him. Tortured me.” I said between breaths. “I’m not giving up.”

“I hoped you would say that.” He smiled as he lowered his body, moving his sword to line with me. “Unfortunately, I’ve already wasted too much time on you. The plan will soon be complete, and I’m not going to miss her awakening. The next blow will be the killing one.”

He leaped at me, forcing me to take several steps backwards to avoid the sword that came down towards me. One of my hooves connected with the table behind me and I swiftly ducked to the side as his blade changed direction, barely dodging it.

Without missing a heartbeat, I slashed towards him with my own blade. With a laugh he smashed it away from my grip with a hoofguard, causing it to fly across the room and bury itself in the opposite wall. “Really, Clockwork?” he said and took a step closer, levitating his sword closer to me. “That was just pathetic.” His eyes suddenly widened and he looked down at the hoofguard that he had just used to reflect the Rainflower blade with. The metal had melted where my sword had been reflected. “An enchanted blade, at that?”

I reached out for my blade with my magic when he was distracted, but before I could even grasp it he had pressed the cold metal of his own sword against my throat. “Not so fast now. You didn’t really think I’d allowed you to get a grip of your toothpick once disarming you, did you?” His smile turned grim as he looked towards my blade, pressing his sword so close to my throat that I didn’t even dare to breath. “A fire enchantment? Or just heat?” He looked back at me. “Doesn’t matter. It’ll be fun anyway.”

Slowly he walked towards me, forcing me back until I had my hind legs against the wall. Then he moved the sword away and swiftly hit me across the muzzle with his hoof. Before I could react, he had hit me twice more over my head and once in my abdomen. I fell onto the floor, gasping for air as the metallic taste of blood filled my mouth. He tugged my head up by my mane. “I think I have enough time to have you squirm under the fire once more, apprentice, with you giving me an enchanted blade and all,” he growled and slammed my head into the floor.

I looked after Foible, the only one I could really see without moving my head, as he slowly walked over to the blade in the wall. It was hard to tell, but it seemed like he was confused. His mouth moved, but I couldn’t hear anything over the ringing filling my ears.

Coughing, I tried to raise my head, to stand up, but as soon as I shifted even the slightest my head started to spin and the world started to blacken out. Groaning, I let my head fall down onto the floor again, my breaths coming in short, heavy pants.

Slowly he moved a hoof towards the hilt, quickly withdrawing it against as soon as it connected with the metal. Spitting at it, he turned around and walked back to me. On the way he picked up his own sword and pressed it against my chin, not leaving me with his eyes for a split second. When he was about halfway to me, I could swear seeing something from the corner of my eye. Looking towards the wall, I could see that the Rainflower blade was gone.

“Tell me, Clockwork”—he kneeled down next to me, forcing my head up with the tip of his sword until I looked him in the eyes, the world threatening to turn into darkness around me—“how did an apprentice like you come across such an exceptional blade?”

Without any warning, Foible’s head was jerked away from me by the metal paw wrapping itself around his neck. I could feel the sword slide off me as he lost his magical grip over it, the sound of it clattering against the floor barely audible over the sickening sound of bones breaking as he was slammed into the wall.

“I gave it to him,” Lyra growled over his whimpering. She pressed the metal paw around his neck tighter. Weakly he tried to get out of the grip, but she didn’t even flinch under his kicks. Instead she just glared him dead into the eyes and brought up the other paw into view with a grim smile. In it she held the Rainflower blade. The metal around the sword glowed glaring white, and it even looked like it had started melting. “A masterwork, created to make sure that the pony who had used another of my blades to torture Pendulum to death would atone for his sins.”

Foible turned pale, his wide eyes locked at the blade as he started flailing more in his futile attempts to get away. “No, please. I... I’ll give you anything!” He shrieked, taking a deep wheezing breath.

“You’ve nothing to give me,” Lyra hissed, tightening the grip around his neck even harder. “Neither has your false goddess. You maltreated one of my blades; defiled everything they stood for.” She laughed coldly, pressing the tip of the blade against his chest, straight through his armor, without caring about the metal that had started dripping down onto the marble floor before her eyes. He shrieked loudly as a small trickle of smoke spread from where the metal connected. The smell of burned coat reaching my nostrils. “Luckily for you, I won’t do the same. Die, Foible, son of Cyprian.”

She pushed the sword all the way to the hilt into his chest, ending his screams. Twisting the blade once, she released both it and the body. The paw’s metal seemed to cool down as soon as it lost contact with the blade, and she shook it once without taking her eyes of the smoking corpse before her. “That was for defiling her memory,” she hissed, spitting at the body.

“Clockwork, are you okay?” Suddenly Honey was next to me, placing a hoof on my shoulder. “We... we thought you would get killed!”

“I’m fine,” I coughed and tried to sit up. As soon as I tried, the world started spinning again. Resting my head against the floor, I looked up at her with a thin smile. “I... just need a moment to catch my breath.” She smiled down at me, tears in her eyes.

“Those wounds won’t kill him,” Lyra said as she walked up to me, kneeling and gently pushing my head up with a hoof to get a closer look on the cut below my cheekbone. “But we should stop the bleeding.”

“Where have you been?!” Honey suddenly snarled, pushing Lyra’s hoof away. “He could’ve died!”

“Unlike someone else,” Lyra said calmly and rose, glaring down at Honey. “I did what I was asked. Pocket’s men are inside the castle as we speak. It was your job to keep him out of this stupidity, not mine.”

“It was my own fault.” Steeling myself, I tried to get up again. Honey caught me as the world shifted, slowly steadying me as I got up on my hooves. “I shouldn’t have gone in here in the first place.”

“No, you shouldn’t. But I think it was for the best.” She glanced towards the corpse, before she looked back at me. “Did you find Shining?”

“We didn’t,” I said as I took a step towards the corpse. Honey walked next to me, giving me support. I thought I would feel better once he was dead, I thought bitterly. Once I avenged Pendulum. With my magic I took a hold of the sword struck into his chest, tugging in it with all my magic until it slid out of the body with a sickening sound. I don’t. It’s still empty. Not a single trace of blood was visible on the sword, and before my eyes it repaired itself with metal from the guard armor that had melted around it.

“I guess we’ll have to find him before the chaos starts, then,” Lyra said. She stood and looked down at the unconscious bodies of the four guards that had been together with Foible. She didn’t look at them for more than a second before she snorted and looked up at the five ponies standing half-concealed in the darkness behind them, looking wide eyed at her. “Tell Pocket that he got five minutes to get everyone ready.”

It took a moment before they realized what she had said, but they quickly nodded and disappeared through the door. It made me wonder how they had passed the guards on the outside, but before I could ask Lyra turned her attention back to us. “Get out of those ridiculous costumes. We’ll have to move swiftly if we want to find him before Pocket starts getting greedy. I don’t want the only guard we can trust in here getting caught in the crossfire without knowing what’s going on. Who knows, maybe we’ll need him once this is all over.”

“Get of the costumes? But—” Honey started, only to be interrupted by an impatient Lyra.

“You’ve got clothes under it, right?” She brought down the paw extensions, looking at the deformed metal in the paw she had held the blade. Muttering under her breath, she opened and closed them multiple times, before she shook her head. “They will have to work, I’ll have to fix them later.” She looked up at us, frowning. “What are you waiting for? Get to it! And make sure that you’ve at least stopped the worst of his bleeding.”

“But they’ll recognize him as soon as he steps out there!” Honey protested weakly, looking away from me. “And who put you in charge?”

“I wasn’t put in charge,” she said calmly, stretching out the paws to their full length. “I’m steering things until he can stand up without help again. Right now, it doesn’t matter if every living soul in this castle recognizes him. What matters is that we move swiftly and without hesitation.”

“The guards—”

“—will be outnumbered with at least four to one. If the guards try to stop us, Pocket Slip will have his ponies intervene,” she interrupted. “Non-lethally,” she added after a brief pause.

I nodded and sheathed the blade, before I started to unbutton the costume. “Give me a hoof, Honey, would you?”

With a slow nod she started helping me out of it, saying a weak “sorry” every time I flinched when the clothing touched one of the many shallow, open wounds on my body. At some places the blood had already started coagulating under the clothes I wore under the costume, causing them to fasten uncomfortably in my coat. As soon as I was out of the costume, I took hold of the vest and, with a grimace, tugged it free from my coat.

When I looked up again, Spot—who had already gotten out of his costume—had started helping Honey to get out of her own. Levitating up the sheath, I fastened it in my belt before I started helping as well. It didn’t take long before we had removed the costumes.

Lyra looked over us once, before she fastened her gaze on me. “Feeling steady on your hooves, Clockwork? I don’t want you to fall over and drop behind.”

I nodded, the movement causing my head to spin for a second. “Yeah, I’m fine,” I said between clenched teeth, my legs nearly giving after under me. Steadying myself with something that sounded like a growl, I looked up at her. “Thank you. For saving us. Things looked dark there for a moment.”

“For a moment?” she laughed and turned around. “If he hadn’t toyed around with you, you would’ve been dead.” She took a hold around the door with her whole paw. “But you’re welcome, Clockwork. Ready to get this party started for real?”

I grimaced. Had to rub it in, didn’t she? With a nod, I took two quick steps forward until I stood right behind her. “So, what’s the plan?”

“It’s your plan,” she snorted, and the wood creaked as she tightened her grip. “You tell me.”

“Over there. Is that”—Spot stopped in the middle of a step, pointing towards the base of the staircase—“Is that Pocket Slip and... Shining Armor?”

I stopped myself and looked in the direction he pointed. Standing with his hind legs nearly touching the wall, fending off three other ponies with the three blood-stained swords he kept in his purple magic field, stood Shining Armor. Blood dripped from multiple wounds over his legs and chest, and he had lost the helmet somewhere. However, the three ponies that attacked him didn’t seem better off. Two of them could barely stand without toppling over, and as I watched them Pocket took a step back from the fighting. He panted heavily as he looked around himself, before he dropped his sword and started looking over a nasty cut just over his right hoof.

They weren’t the only combatants in the room, but as I started running towards them, nopony else mattered. “Pocket, get them off him,” I yelled before I had even taken three steps in their direction. Lyra, Honey and Spot followed after me. Or, at least I hoped it was them and not a guard. “That’s Shining Armor, he’s on our side!”

The earth pony turned around to me, just staring blankly at me before my words finally reached him. Quickly turning around, he yelled out a sharp command to the two ponies still fighting, who instantly jumped aside and disappeared into the chaos around us. Left behind was Shining, panting heavily as he blinkingly looked between me and Pocket.

“Can someone tell me what’s going on?” he asked between breaths as we reached him. He had his swords ready, pointing towards Pocket. “Who is he? What are they doing here?! The castle is under bloody att—”

“He’s a friend, Shining,” I quickly interrupted him. “I called in some backup.”

Pocket eyed Shining up and down, before he smiled. “So, this is the guard fella you were talking about? Glad to have him on our side, guess it would take time to get him to surrender.”

“Surrender?” Shining glared at him, nearly offended, before he turned to me. “Why didn’t I get to know about this? And...” He blinked, before he turned both swords towards me instead, taking a threatening step forward. “If anything has happened to my sister, you’re the one to pay for it!”

“Truly a fighter,” Pocket said with a calm smile as I took a surprised step away from the swords. “But don’t you worry. The orders are that the guests are to be left alone while we take down the guards.” He paused for a moment and glared towards me. “Non-lethally.”

“Don’t worry, Shining,” Lyra said and stepped between us, gently pushing his swords away with a paw. “Twilight is safe from them; the thing you should worry about is the sect. If they would succeed, Celestia herself wouldn’t be able to protect your sister.”

He looked down at the floor with a worried expression, his shoulders slumbered and the swords pointing down. After a few second he looked up again, the worry replaced with determination. “Then what do you want me to do?”

She smiled and took half a step back, waving a hoof in my direction. “Clockwork is the one who leads this operation. It’s still his plan.”

I’m not a leader, I thought bitterly as I looked up at Shining. “I want you to take charge over this... attack, as you called it.” From the corner of my eye, I could see how Pocket’s smile dropped. With a thin smile, I continued. “You know the castle better than anyone else present, and if we want the non-sect guards to aid us, then we can’t have a thief leading it all.”

It took a moment longer for Pocket to react. Taking a step closer, he hissed sharply, “What do you mean that he’s going to—”

“He means exactly what he says, Pocket,” Lyra interrupted him firmly, glaring down at him. “If you want to plunder this place once everything is settled, then I recommend that you listen to what he says.” She smiled slightly, her eyes not leaving Pocket as he met her gaze. “As Clockwork said earlier, if the sect is stopped then Celestia won’t have any choice but to reward you for helping her.”

Shining looked confused between me and Lyra, before he stopped at me with a raised eyebrow. “You’re the leader here?”

“It’s complicated,” Honey said before I could say anything. “She’s the mechanic.”

Shining stared blankly at her. “The... mechanic?”

“I fix things others can’t,” Lyra said. “Now, with that settled”—she raised an eyebrow towards Pocket, who quickly closed his mouth again—“maybe it’s time for you to tell Shining about this grand plan of yours.” She looked over my head. “You know, before all of this takes a turn for the worse.”

Looking over my shoulder, I could see how more and more of the guards had started to get cornered just like Shining had been. Most of them fought like cornered animals, refusing to let go of their weapons even when blood streamed down multiple wounds. Only a few had surrendered their weapons and sat down on the floor in the middle of the room. A few corpses, both from the guards but mostly of Pocket Slip’s men, laid in the wake of the fighting.

“Right,” I said quickly, turning back to Shining. “We need to get the guards to surrender before any more unnecessary blood is spilled. We got to find Falk and Filthy, stop this before it’s too late, and for that we’ll need every pony available, be them guards or thieves.”

“You think the other guards will listen to me?” Shining snorted. “Besides, how would we know what guards to trust and not? For all we know, every guard in the castle might be working for Falk.”

“Gust is on his way. At least I hope Quillon got him out without any trouble. He might be able to differ between the sect and the guards.” I sighed. “In worst case, the thieves still outnumber the guards enough to be able to keep them under watchful eyes even when we press on.”

“Gust?” Shining blinked. “How would he—”

“The important thing is that he can. Save the questions for later,” Lyra cut in. “Get them to listen to you, and make it quick. We’ll need a diversion for when we go against Filthy and Falk. Unfortunately, I don’t think they care about what’s happening down here: I haven’t seen any guards getting down the stairs since the fighting started, even if word’s got to have reached them by now.”

Shining looked away. His expression darkened some as he looked over the scenery behind us, his swords perfectly motionless pointing towards the floor. Then, with a grim smile, he took a step back towards the wall. “I guess I’ll have to get their attention first,” he said silently. “Stay still. Pocket, when I give the signal, order your ponies to let go of their weapons.”

Before I could react, I had one of his swords pressing against my throat and a small, purple shimmering bubble around me. To my right and left, Lyra and Pocket where in the same situation. Pocket nearly seemed panicked over the situation, trying to take a step back from the sword only to hit the back of the bubble. Lyra, on the other hoof, stood completely still with a thin smile on her muzzle.

“This fighting ends now!” Shining bellowed with authority in his voice. “Put down your weapons, or I’ll slit their throats.”

While I couldn’t see anything behind us, I could hear how the sound of fighting got fainter and fainter, in the end dying out completely. For close to a minute, the only sound that could be heard in the room were heavy breathing and blood dripping onto the floor. Then, the sound of metal hitting against the floor echoed around me as Pocket’s ponies slowly surrendered their weapons. One and one at first, but soon everypony seemed to follow.

As the sound of the last sword dropping died out, Shining looked over the room once more. “Those orders were aimed towards you as well.” He snapped his attention towards the first guard who started to walk towards the ponies that just second ago had threatened to completely overpower them. Even if I couldn’t see anything, I guessed that the guard stopped in the middle of his step under the weight of his gaze. “It was aimed towards everyone, guard and thief.” Although his voice had returned to a normal speaking level, authority still filled it.

After a moment of confusion, some of the guards let go of their weapons. Most of them, however, seemed to stay completely still. “Who put you in charge?” one of them asked after a few seconds. “Our orders are to make sure the gala goes through peacefully and this... this is not peaceful!”

Without a word, Shining turned his gaze to the speaker. He didn’t blink, didn’t move. After a few seconds he nodded satisfied and looked away from the speaker, the sound of metal hitting the floor reaching my ears. This wasn’t the Shining I had met in the bar.

“There isn’t one of you who haven’t heard the stories about the sect that poisons our city. It doesn’t matter if you’re a guard or a thief, everyone has heard of them. Tonight, we have a situation. Right here, right now, in the middle of the Gala, that sect is on their way to fulfill their plans. Tonight, we’re not enemies. Tonight, we’re allies.” The sword against my throat was lowered down and the shimmering bubble around me disappeared. “You might ask yourself how this happened? How the sect can operate in here, this close to Celestia and with the guard monitoring the entire event?” He paused for a moment to allow his words to sink in. “Some of you know the answer to this question. The sect is everywhere around us. They’ve infiltrated Equestria to a degree we couldn’t have dared guess. It’s they who control our every move here tonight.”

“What are you talking about?” Another voice reached me from the crowd. “They’re the criminals! I was there when those cultist alicorns attacked! Just to get him out!”

Shining slowly shook his head and motioned for me to turn around. For a moment I just stood there and looked at him surprised, but soon I did as he wanted. Before me stood thieves and guards in small groups spread out around the room. Even if most thieves as well as some guards had released their weapons, most ponies had their eyes towards us. It was as if those who had their weapons still in grips didn’t realize it themselves. As I turned around, more and more of the guards looked from Shining to me and my companions. One of them, the pony who had spoken I supposed, pointed towards me with her sword.

“You all know about Clockwork. The pony who was blamed for killing Pendulum, escaped the guards on duty, myself included, just to seek refuge at The Prancing Pony. Then nopony hears anything about him for days, before he’s sold out to the Captain by one of his friends. A friend that he now travels with.” In the corner of my eye, I could see Spot cringe under the words and eyes that walked his way. “Yes, I know. I was the one who saw him standing with a knife over the corpse of his former master. I was the one who ran after him, who failed with bringing him into custody. But after meeting him in person, after seeing what the guards did to him on the Captain’s orders? I started doubting. Then he gave after for the torture Falk allowed a recruit to take care of. A small squad, lead by Quillon, was sent to bring in the three ponies that had been associated with his visit at The Prancing Pony, as well as the shard the sect was after that was supposedly placed in the money pouch Clockwork had left behind. That same night, the alicorn sect attacked. We didn’t know what hit us, and before anyone could react they were gone again. With them, both Clockwork and his money pouch, which was supposed to be locked in at the Captain’s office, disappeared.”

He took a short pause, his eyes wandering over the gathered ponies. As none of them said a word, he continued.

“I wasn’t on duty when it happened. But the day after, I got an invitation. Clockwork wanted to talk with me and Quillon. He told us everything and everything Spot, a former sect member, knew! At first I couldn’t believe that he spoke the truth. But the more he said, the more I realized the truth in his words.” He stepped past me as he spoke, stopping close to the middle of the room. “The sect aren’t hiding in the sewers like the Captain wanted us to believe. No, they’re hidden in plain sight. Many of you know this. Many of you are involved with them! Just as Falk and a lot of the nobles are!”

At once every head in the room had snapped to look at Shining. The reaction of the crowd was mixed.  I could see how a few took a step back, shock and uncertainty clear in their eyes, while some just raised an eyebrow or stared at him with open mouth.

The guard who had raised her voice lowered her sword again, looking uncertain. “Tho-those are bold claims. How can we know that we can trust you?”

“Clockwork asked for my help. If he was truly part of it, as the Captain wants us to believe, that the sect wants us to believe, do you think he would’ve searched for me?” He shook his head and looked back at me. “No, I’ve chosen to put my belief in this apprentice. The way Falk have handled it all is not the way it should’ve been handled.”

For a moment, she looked at him. Then, with a sigh, she released the grip of her sword. The sound of it hitting the floor echoed and died out before she spoke again. “Now what? If it is as you said and the guard are infiltrated by the sect, how are we supposed to know who we can trust and who would backstab us?”

“That would be my job.”

The entire room turned towards the doors leading to the garden as one pony. There, surrounded by three guards, stood Gust. His mechanical eye quickly found me while his normal eye seemed to glare at everyone at once. Without another word, he stepped into the room. Ponies moved as he started walking calmly towards Shining, both his eyes fastened on him. “Shining Armor, was it?” he asked as he reached him.

“Yes, Sir.” The unicorn saluted.

“I’m not your superior, boy. So stop that nonsense,” Gust snorted. With a thin smile, he swooped over the room again with a gaze. “But maybe you’ll be one day. Seeing how you got this lot to listen to you, I would think that Equestria won’t have a hard time replacing that coward Falk once all of this is over.”

Shining blinked as he let his hoof fall to the floor. “I... thank you, Sir.”

“Don’t let that figure of authority drop,” Gust said lowly. It was barely so that I heard it. “You’ll need every pony in here to know that you’re the one in command, understood?”

“I’m not the one in command, Sir.” Shining motioned towards me. “He is.”

Gust didn’t even look my way, but yet it felt as if he glared down at me. “Clockwork might be the one who put all this in motion, but he’s not a leader. These lot are soldiers, they won’t follow him. No, they’ll need an iron hoof to control them.”

Shining nodded, before he glanced at me. Rolling my eyes, I simply waved it away. Finally someone who realizes I’m not a leader.

Before Shining could say anything, however, Gust turned away to face me. “You and I have some unfinished business, Clockwork,” he said with even lower voice. “And once all this is done, that business will be taken care of, understood?”

I gulped. “Are they okay?” I asked. “They... they didn’t do anything to them, did they?”

I could see how Gust’s mechanical eye walked down to the branding on my leg. “No,” he finally said and looked up at me again. He looked... pained. “They’re both fine. Shaken, but fine.” He motioned towards my leg. “It surprises me to see you up so soon after going through that. I thought you would be the kind of pony who would just crawl up in a corner.” He sighed and placed his hoof on my shoulder. “I’m glad I was wrong. Quillon told me about it all on our way here, and if you hadn’t pushed through that and gotten here...” He took away his hoof again. “Only Celestia knows what would’ve happened.”

“I’m glad they’re okay,” I said, before I looked up at Shining. “But we still don’t know how long we actually have before it’s too late.”

Shining nodded and looked at Gust. “What do you need?”

“Let me just warn you that it’s not foolproof. It was never meant for this sort of thing, more picking out troublemakers in a crowd.” As Shining nodded, Gust continued. “Get them here one and one. If it’s a troublemaker, we put him under watchful eyes. If not, he can pick up his weapon again.”

Shining nodded once more, before he looked out over the room. “You heard him! One and one, and quickly at it! If someone tries to run for it, stop them. The first ten are going to the other rooms and stop the fighting there. Who knows how much unnecessary blood that might’ve been spilled.”

“No need to do that, Shining,” Gust laughed as he eyed the first pony to get up to him, nodding with a simple “clean”. “You might not have noticed it during your speech, but there wasn’t just the ponies in here that listened. Your words reached the other rooms as well. The fighting ceased long ago.” He shrugged and nodded towards the next one as well. “Worst case, some of the sect members got the chance to run for it in the commotion.”

“So, when would you give the signal?” Pocket asked sarcastically as he looked out over the guards and thieves that one and one walked up to the pegasus.

Most of those who had walked up so far had been clean, and those who had been denied had just sat down close to the others without a word. Before my eyes I could see one of Pocket’s ponies taking a run for it, just to swiftly be tackled to the ground by a guard and another of the thieves and taken to the denied ponies. A few of the ponies shifted back and forth, seemingly uncertain about what to do.

“Make sure everypony that’s not of the sect gets armed, Pocket. I want as many as possible, both guards and thieves, in armor. Take the armor from those rejected and give to the best of your men,” Shining said without as much as looking at Pocket.

Rolling his eyes, Pocket nodded before he walked up to the ones that had been accepted and swiftly started to get the orders out. Shining looked after him with a thin smile, before he pointed towards a small group of ponies and raised his voice again. “You five, get over here.”

The five ponies, two of the guards and three thieves, swiftly moved up to him. Even the thieves saluted him as he looked over them without as much as a word. “Gust, are these five clear?”

Gust looked back at him with a raised eyebrow, before his mechanical eye swooped over the ponies before us. “Clean,” he said with a quick nod before he returned to look at the one that had walked up to him.

Shining looked down at the five ponies with a sharp nod. “You five, get armed. You’re under Clockwork’s command and are to follow him and find Falk or Filthy, whoever you find first. Delay their plans as much as possible. Is that clear?”

“Yes, Sir!” the ponies answered as one, before they hurried to get the closest weapon at hoof.

“You’re sending Clockwork into the middle of it all?” Lyra asked with a raised eyebrow.

“You wanted me to take command, Lyra,” Shining said, without taking his eyes from the five ponies he had appointed to follow us. “I don’t know yet who I can trust beside you four, and right now the most important thing is to stop the sect. Don’t engage them unless absolutely necessary. Find them and send back someone to tell me. As soon as we’re ready here, I’ll take as many ponies I can and follow you.”

“Gust is right, you know,” she said with a thin smile. “The guards have already found their new Captain.” He blinked before he nodded, a smile spreading over his muzzle. With a nod, Lyra turned around to me. “Can you do this?”

“The faster we find that filth, the better,” I answered, my voice heated.

“That’s what I talk about, Clockwork,” she said and took a step closer, poking my chest with a metal paw. “Haven’t you had enough beating for today? For a lifetime? I don’t want to see you just run in there and get killed by ponies with far more experience than you! Neither do your friends!”

“I’m not going to just stand here, Lyra.” I pushed the metal paw away from my chest. “Not while everyone else does the work. I can’t allow the sect to succeed and—”

“You can’t do everything alone,” she snarled. “Can’t you see that? Is it worth getting killed for?!”

“I won’t be alone,” I said calmly. “You, Honey and Spot will be there to stop me if I do anything stupid, right?” I shook my head and took a step back. “Pendulum put this in my hooves. I’m not going to let him down.”

She sighed and shook her head. “Pendulum... is that the only thing driving you forward? Master relationship my...” she muttered, barely loud enough for me to hear, before she took a step back as well. “Then let’s stop them before it’s too late. But you stay out of battle, you hear? If it comes down to it I won’t be able to get you out of there.” She looked between me, Honey and Spot. “That goes for all of you.”

“Don’t worry,” Honey said with a smile. “We can take care of ourselves. We’ve survived this far, right?”

“You wouldn’t have survived if Foible hadn’t been playing with him,” Lyra said simply. “Don’t think that Falk, or anyone else of the sect or the guard, will do the same.”

“Lyra is right,” Shining interjected before any of us could say anything. “They won’t hold back, and neither should we. From this point forward we can’t stop up to clear if the guard before us is a sect member or not. Innocent blood has already been spilt today; even more will flow before all this is over.” He sighed and shook his head as the five ponies he had chosen to follow us stepped forth. Even the thieves had gotten some patches of guard armor as protection. “Don’t engage in battle unless necessary. Run rather than fight, understood?”

“Don’t worry, Captain,” I said with a smile. “I’ve had enough of a beating for today. We’ll stay out of combat.”

“This is your idea of staying out of combat, Clockwork?” Lyra snarled lowly. She looked down at the guards that we had run into. Carefully, she lifted up the head of one of the guards with her unbroken paw. Her eyes moved over his bloodied chin up to the wound where his head had hit the wall when she threw him off me. She shook her head. “They’re alive, only unconscious.”

I grimaced as Honey tightened the improvised bandage around the wound one of the guards had given me across my forearm. “I think I surprised them as much as they surprised me,” I said between gritted teeth.

“Maybe that was for the best,” Honey said sharply, pressing her hoof against the fresh wound. “Or this cut might’ve been at your throat instead.” As I clenched my teeth tighter from the pain, she quickly added a “sorry”.

“Makes you wonder what they aimed for,” Spot giggled nervously.

“If you surprised the guard slashing at you, I suppose he instinctively went for the kneecaps.” The guard who spoke up carefully cleaned her bloodied sword on the coat of one of the unconscious guards. She seemed unaffected over the fact that she had just helped us knock out two guards. “You don’t want to accidentally kill a friend with a slash towards the neck, but you still want to quickly get an advantage over the potential enemy.” She shrugged and eyed her sword, before she pushed it back into its scabbard with a contented nod. “If it’s a friend, then he will be up and running in a couple of minutes and the wound will be completely healed in less than a week. If it’s an enemy, then they’re most likely on the floor and you’ve the upper hoof. It’s drilled into the recruits the first days. Helps to prevent accidents when they don’t flail their weapons around blindly if something surprises them.”

“I... guess,” he said, blinking.

I looked between the guard who had spoken up and the guards lying unconscious on the floor. “Did you know them?” I asked after a moment.

She looked up at me with a sad smile. “I’m not a friend-making pony. I didn’t know them, and they didn’t know me.” She laughed stoically and slammed a hoof against her armor. “Anonymity. For the citizens I’m just one of the guards. For the guards, I’m unknown. That’s how I want it to be.”

“That’s great and all,” Lyra said, not looking away from the guard she had a tight hold around. “But shouldn’t we continue? We don’t know how much time we have before it’s too late, remember?” She smiled grimly. “Although now we might have a way to find out where they are.”

“Do you think they’ll know?” I asked, looking at the unconscious guards.

“We won’t know before we ask,” she stated. Without waiting for me to say anything, she smacked the guard across the nose with a hoof.

The guard twitched at the hit, his eyes shooting open. “I... who... what?” Lyra’s paw holding his jaw tightly made him unable to move his head, but his eyes darted from side to side as he confusedly tried to understand what happened. After a few moments his gaze fastened on the unicorn holding him. His eyes grew in size, as he stuttering tried to move back. “Ple... please. Let me go. I... I didn’t mean to...” His whining trailed off as Lyra’s grim smile grew.

“Oh, don’t you worry,” she cooed and brought up the other paw to gently stroke his chin. “I just want some answers, and then I’ll let you go.”

“A-anything.” The guard was visibly shaking. “Please, don-don’t set me on fire!”

“Set you on fire?” Lyra raised an eyebrow. After a moment, she moved her muzzle closer to the guard, her tone dangerously soft. “Why would I do that?”

“Yo-you’re Lyra Heartstrings!” the guard nearly shrieked. “I’ve heard about what you did wit—”

Before he could finish the sentence, Lyra pressed his jaws together tightly. “If you know what’s good for you, you don’t continue down that line.” She didn’t raise her tone, but there was a sharpness in her voice that hadn’t been there before. The guard moved his head in eager nodding, even if it barely moved in her grip. She smiled gently and opened her paw enough for him to speak, before she continued. “Where is Falk?”

“T-the captain? He’s in the throne room together with a few guards and some of the nobles.” For a moment, he was completely silent and didn’t move at all, before he gulped and dared ask, “Wh-what’s happening? A guard ran into the throne room and said that we’re under attack, but... you’ve guards with you, and...” He trailed off and looked away.

“Things aren’t what they seem to be.” Lyra sighed and released him, raising from the floor. With one paw, she swept the dust of her coat, not leaving the guard with her eyes for a moment. Then, with another sigh, she gripped the shivering guard by his mane and pulled him up to his hooves. “Get down to the room where the main event was held. As soon as you get into the room, drop your weapons on the floor and go to the middle of the room. Wait until somepony goes up to you or you’re waved forward.” She shrugged. “That, or get out of here as quickly as possible. Your choice.”

The guard nervously eyed our small group. His eyes widened even more as he saw me, but he quickly closed his mouth and, without as much as a sound, hurried down the way we had come from. He looked back at us until he had disappeared behind the turn.

As soon as he had disappeared, I shook my head. “The throne room...” I glanced towards the guards. “You know the way?”

The mare who had spoken earlier nodded. “It’s not very far from here.”

I waved my hoof towards the hallway before us. “Show the way.”

She nodded and started walking. I hadn’t taken four steps before Honey spoke up behind me. “We can’t just leave him here!”

Blinking, I stopped and looked back at her. “Leave who?” I looked at the guard that still laid unconscious in the middle of the hallway. “The guard?” I rolled my eyes as she nodded. “He’s okay. It’s not like anyone will just run up and kill him, you know.”

“I... guess.” She looked uncertainly at the guard.

“If you want to be sure, you could stay with him until the others get here,” I suggested.

“No, no,” she said quickly as she hurried up on her hooves. “It’s okay. I’m going with you.”

I nodded and turned around, once again motioning to the guard mare. “With that settled, lead the way.” Without a word she turned around again and started walking, the rest of us following close behind her in silence.

The wide hallway we made our way down was decorated, but the decoration seemed to be there to remove the dullness of the walls rather than show signs of wealth. The left wall was covered by evenly placed windows that let in the light of the sun still shining from the sky. Looking through the windows, I could see the street of Canterlot all the way down to the harbour.

I hadn’t realized that I had gotten that far up into the castle. I couldn’t really remember going up more than the first set of stairs, and after that the way hadn’t really gone upwards. Shrugging, my gaze walked over to the right-hoof wall and the embroidered cloth that nearly completely covered it. From what I could see, it seemed to depicting time of war and peace that had formed Equestria.

Some of the stories, like the imprisonment of Discord, I recognized from legends and tales I’d heard Three Hooves tell those times I had sneaked out during guard duty. Others, like what seemed to be the foundation of Canterlot and a battle against ponies made of ice, were completely unknown for me. It was hard to take the eyes of the embroidery.

With every step, it felt as if more and more of Eqeuestria’s history was unrevealed. There were no words, just pictures. I glanced towards the others. Both Honey and Spot seemed to be in the same situation as me, Honey to the grade that she had stopped behind me to look at one picture. The thieves seemed to cast a glance on it every now and then, even if they didn’t seem very interested in it. Further down the line, Lyra had stopped and looked at a spot with regretful eyes and a pained grimace. With a shiver, she saw me watching her and quickly turned away, continuing down the hallway, every now and then glancing at the clothing.

Curiously, I hurried down to the spot where she had stopped, only briefly glancing towards the pictures I walked past. When I stood at the place she had stopped, I raised an eyebrow in confusion and looked between her and the emberoid. Before me was a painting of what seemed like a battlefield outside the walls of Canterlot. On a hill overlooking the city stood a blue-clad pony with a hat bordered with bells. The black and purple mist surrounding him seemed to seep into the ponies, clad in the armor of the royal sun, below him, turning them into nothing but skeletons. At places, it seemed like the skeletons actually fought the Equestrian army.

Looking towards Lyra one last time, I shrugged and continued walking after the group, only occasionally looking away from the clothing. It’s something missing, I thought as I reached the end of it. Where is—

You won’t find it here, Nightmare Moon cooed. She hid it a long time ago. She laughed grimly. According to her, I never existed.

I blinked and took several step back. You... I growled lowly as I tried to push her out of my mind. Begone! Get out of my head!

Oh, you won’t get rid of me that easy, Clockwork, she whispered softly. The feeling of a hoof gently touching my chin made me flinch. I’ve been here all along, you know. And I must say that it have been an... amusing stay. Do you really think that little plan of yours will actually stop my return? It was predicted years ago, what do you think an apprenti— She stopped herself and I could hear a giggle. Sorry, a journeystallion, can do about it?

“Clockwork, are you okay?”

I blinked and looked at Spot who stood next to me, looking down at me worried. I tried to push away the laughing voice in my head. “I-I’m fine,” I said and took a step away from him. “No need to worry.”

“Are you sure?” he asked. “You look pale.”

Look at him. Even after all these years, he hurries to your side to make sure you’re okay.

“No, I’m fine.” I glanced down the hallway, where the rest of the group looked back at us, before I looked back at him again with a thin smile. “But thanks.” He smiled back at me as I started walking. “Let’s catch up with the others.”

Aren’t you the charmer. I could hear the amusement in her voice.

Get. Out. I tried to push her away from me as I walked. I’m not listening to you!

Let’s see how true those words are. The feeling of the hoof touching my chin again caused the coat on my neck to stand up. I lured Spot to my side with promises that he could be with you again. I didn’t even have to break him down; he was a wreck when I found him. Never showed it to anyone, but deep down he was completely broken.

I stopped in the middle of a step, staring straight forward. “I-I’m not listening to you,” I whispered.

He loves you, Clockwork, she whispered in my ear. He did all those nights you shared, all those years ago, and he still does now. He has never been able to work up the courage to tell you, but his love burns strong. Even now, five years without seeing you. He got so used to hiding his feelings that it came naturally for him when he met you again. Never showing his feelings. Never daring. Afraid that you might not share them.

“Yo... you’re lying,” I whispered, slumbering down on my haunches. “It’s all lies.”

Think of all the pain you’ve caused him over the years, she continued gleefully. Those times you ended up with Honey, how much did it hurt him? Those times you had him to join you? She laughed coldly. Did you think he did it for her? Or just to be close to you? Those times he saw you leave with someone you had just met, not knowing what would happen? But worst of all. I just stared into the distance as she spoke, unable to do anything but open and close my mouth as I tried to understand what she said. What about all those Heart and Hooves Days you spent with her and her alone? How did he feel when he saw you leave with her? How much of his heart did you crush every year at that specific day?

“No.” I looked down at the floor, my voice not more than a whisper. “You’re lying. It’s nothing but lies. You’re just...” I trailed off and blinked away the few tears that had started to form in the corner of my eyes. My eyes landed on the small mark, the proof of my torture. She… she did the same then. I smiled and looked up again. You’re just lying to try and throw me off balance. I could see how the guards, thieves and Lyra was looking back at me, the last with a worried expression. Ignoring Spot’s question if I was sure that I was okay, I slowly rose again. You’re afraid that we will stop you! So you’re trying to slow us down with your lies. I shook my head as I started walking again. But that won’t work! I won’t listen to your lies anymore.

Do you really think that I’m afraid of you? She laughed malevolently. My return have been written in the prophecies! Nothing a rat like you can do will stop it.

I smiled lightly and continued walking. We’ll see about that. 

Lyra raised an eyebrow at me as I stopped before them. “Something the matter, Clockwork? You don’t look too well. Maybe you should stay here while we—”

“I’m fine, Lyra,” I assured her. “Really, nothing is wrong.” I looked up at the door they had stopped in front of, before I looked at her again. “This is the entrance to the throne room?”

For a second she just stood and looked at me with a doubtful expression, before she nodded. “It is. If that guard was right, then Filth and the rest of the sect will be on the other side of this door.”

“Then let’s stop them before it’s too late.” I started walking again. “I’m going to prove to her exactly what this rat can do.”

Lyra gripped my collar with her paw, stopping me midstep before she pushed me back so that I stood before her. “Clockwork, what are you talking about? Her?” She glared down at me. “And did you even listen to what I said? The entire sect might be behind that door. Do you just plan to go in there just like that?”

I moved closer to her, a thin smile on my muzzle. “You said that Nightmare Moon had talked with you,” I whispered, only loud enough for her to hear. “She’s speaking with me”—I brought up a hoof and tapped it against my temple, laughing softly to myself—“In here. She think that we can’t do anything to stop her, but we’ll show her!”

She looked down at me, an eyebrow raised in surprise. After a few moments, she shook her head and gently placed a paw on my shoulder. “I’m sorry, Clockwork, but you’re not going in there. If what you say is true... if that false god is talking with you, then you really aren’t fit for going in there. You brought me along to stop you before you did anything stupid. This is the part where I have to put down my hoof.”

I blinked and looked at her. For a moment, my eyes walked down the paw on my shoulder, before I return my gaze to her again. “So we’re not going to do anything to stop them? Just stand by?”

She smiled gently at me. “You’ve done more than Pendulum could’ve ever asked you to do in stopping this. Let Shining finish what you started. Don’t take everything on your shoulders when other’s can do it better.”

Sighing, I pushed her paw off me. “I can’t just sit here and wait, Lyra. You know that.”

“What’s stopping you, Clockwork?” she asked softly. “Why can’t you let Shining take care of it from here?”

“Because he’s not here!” I said, sharper than I intended. “Who knows how long it will take before he can get here? What if it’s too late once he does?!” Shaking my head, I looked at the door. “What if it’s already too late?”

“It’s not too late,” Honey said gently, placing a hoof on my shoulder. “Don’t you remember the stories? She will bring with her everlasting night! We would’ve noticed if she was back.” She looked up at Lyra. “But I’m with Clockwork in this. We can’t be sure if Shining will get here in time. We have to do something!

“I’m with them,” Spot said as he slowly walked up on my other side. “You know what happens if they succeed with bringing her back, Lyra. I... I’ve been involved in it, and it mustn’t come true. You know that as well as I.”

Lyra looked between us three, before her eyes finally came to a rest on me. For a moment she just stood there and met my eyes, before she shook her head. “I agree with you that something has to be done, Clockwork. But unless you have an idea that won’t get you killed, I’ll stop you.” She rapped me in the chest with a paw. “For your own good.”

“I understand,” I said with a thin smile. “Thanks.”

“Don’t drag out on it.” She rolled her eyes. “If you don’t come up with something soon, it might be too late.”

“That’s the problem, isn’t it?” Spot said cautiously, breaking the pressed silence that had grown between us. “I mean... if we know that we still have time, we don’t have to interfere, right? We can wait until Shining arrives with the guards.”

She barely looked away from me. “Unless we come up with a good way to find out whether we have time or not, we’ll wait for Shining no matter what.”

“I... can’t we do like they did?” Spot continued slowly. “When they moved Clockwork. They disguised themselves to not be recognized and to create confusion. We disguised ourselves to get in here. Can’t we do the same here?” He motioned towards the guards. “If we could get in there without them suspecting anything... we might be able to figure something out.”

Lyra blinked once. “Why didn’t I...” She turned to look at him for a second, before she looked back at me. “He’s not as stupid as he looks, is he?”

“Most of the time he is,” Honey quickly interjected. She smiled at him. “But at times, he gets lucky.”

Lyra looked at her with a raised eyebrow, before she shook her head and looked at the two guards. “Would it work?”

“I... guess it would,” the stallion guard said slowly. “But...” He looked uncertainly at the guard next to him.

“The helmets we carry are enchanted with a simple illusion spell. It’ll project the image of a guard instead of the pony wearing the helmet, armor and everything.” She rolled her eyes. “Old custom from a war long since gone. Equestria needed for it to seem like our army was the biggest on the battlefield, and helmets were cheaper to make than armor. Nowadays we carry real armor underneath”—she motioned towards the two thieves clad in chestplates they’d taken from the guards—“like those. So as long as Falk doesn’t have any other way to recognize the sect members from the ordinary guards, it would be enough to put on a helmet to get in there unnoticed.”

“So... we only need a helmet to blend in with the guards?” I asked. “That sounds as safe as anything can get in our situation.”

Lyra didn’t look away from the mare guard. “It’s still not safe,” she said after a moment. “But as it is now...” She shook her head. “Spot, Honey, run back to Shining and tell him that we need four helmets as quickly as possible.”

“But—” Honey started, glancing at me.

“He’ll be fine, Honey,” Lyra interrupted her sharply, before her tone got softer. “You don’t have to watch him all the time.”

“I didn’t... He can take care of himself!” she quickly protested. “...Most of the time, anyway. I’m just asking how safe it is to go into a room full of them!”

“I’ve not decided whether we’re going yet or not,” Lyra said, turning her head to her with a thin smile. “I do realize that we’ll have to do something to stop them. Getting ourselves killed will not fix that.”

“But you—”

If this works, we might as well be prepared to get in there directly. The more time we can save once a decision has been made, the better. You’ve said it yourself, we don’t know how much time we’ve left. So get—”

“But why us?” Honey interrupted. “Why can’t—” She quickly went silent and shrank down under Lyra’s gaze as the unicorn turned around to face her.

“Because, Honey,” she started softly, her icy gaze not leaving Honey. “The guards know how it works, Clockwork is supposed to be the leader and take the decision, and I’m here to stop him if it’s a stupid decision. If it makes you feel better, take the thieves with you, but get to it!” The last words were hard and cold as steel.

Honey looked up at Lyra as she took a step back, her growing eyes not leaving the unicorn. Then, with a weak “o-okay”, she quickly turned away and hurried down the corridor. Spot threw a quick glance at Lyra and then at me, before he as well hurried after Honey, a pained expression on his muzzle.

“Was that really necessary?” I asked as Spot disappeared around the corner. I looked back at Lyra, who met my gaze with cold eyes.

“If we want to do something about this, yes,” she said calmly, before she turned back to the guards. “Falk will have a way to differ between the guards and the sect, don’t think anything else. He’s not stupid. The question is how.” She eyed the guards up and down, before she stopped at the mare again. “Are there any differences in the illusion besides if it’s male or female?”

“There are minor differences depending on rank, but that’s about it. There used to be more insignias, easy to spot ones, adorning the armor depending on the rank of the wearer, but that was long before my time. During patrol, we’ve standing orders that are dealt out by the sergeants or lieutenants. If we go against the orders of a higher-ranked guard, or fail to recognize said guard, then there’s usually just a minor follow up where both parts explain the situation.”

“That... doesn’t sound efficient at all,” Lyra said with a raised eyebrow. “Has Falk really destroyed it that much since he took the power?”

“There have been changes, both for better and for worse.” She smiled slightly. “But the guard is still as efficient as ever before, now with a stricter rule system to follow and more individuality”

“How will this affect whether this is a stupid idea or not?” I asked, raising an eyebrow towards Lyra, before I turned towards the mare guard. “Do you have any idea how Falk can differ between the guards, should Lyra be right and he can?” In the corner of my eye, I could see how Lyra smiled thinly.

She shook her head. “I don’t know for certain. I picture that the easiest would be something that would only be visible if you knew what you were looking for. Like the spirals on the horn that is created by the illusion being mirrored or something along those lines. But I don’t doubt that, if Lyra is correct, then it’s something with the illusions that differ.”

“So if we get a few helmets from the guards... we would be able to sneak in without any problem?”

“Most likely,” Lyra nodded with a thin smile.

“You had already figured it out,” the mare guard duly noted. “That’s why you sent Honey and Spot to collect the helmets.”

She shrugged. “I wasn’t entirely certain, but either way we would need the helmets.” She looked at me with a raised eyebrow. “So, Clockwork. You’re the one to take command. Is this the plan?”

I nodded slowly. “It’s the best we have, isn’t it? At least we will find out how long we have left.”

“And if they’re nearly done? Will you interfere?”

I sighed and met her gaze. “Do we have any other choice? What do you think will happen if we don’t?”

She smiled gently. “No. We don’t have another choice.” She placed a paw on my shoulder. “I won’t stop you in this. What they’ve done—what they are about to do—it has to be stopped. We don’t know how much time we’ve left, or how long it will take before Shining is ready, but right now... this is something we can do. Hodie est dies bene mori.”

I raised an eyebrow at her, but judging by the grim tone she had spoken the last words that it would be better not to ask. So, instead, I looked at the carving-adorned door leading into the throne room. I blinked. “Shouldn’t we move away from the door?” I asked. “I mean, if Falk sends out guards, we’ll be right outside.”

“I doubt Falk would send out sect members at us in a situation like this,” Lyra said with a shrug. “Judging by what the guard we knocked down said, there aren’t many ponies in there. If this is the final phase, then he’ll want to have them as close as possible. If anyone would come out, they would be as surprised as we. More so, since they don’t know that we’re here.”

Luckily for us, the door didn’t open as we waited for Spot and Honey to get back. More than once I felt like I saw something, and I quickly spun my head around, nearly drawing my blade before I fully saw the door. Every time I did, however, the door was as closed as it had been before, and as I looked away again, I could hear a gleeful snickering in the back of my head.

After having snapped my head to the side for what had to be the fifth time, Lyra took a gentle hold under my chin with her paw to stop me from moving my head. “Calm down, Clockwork,” she said gently. “You’ll notice if they come out.” She looked at the guards, before she looked back at me. “And even then, I think it would be better to let them take care of it, don’t you think?”

“It is, but—”

“Maybe we won’t have to wait that much longer,” Lyra said and nodded towards the hallway. She released my head. “Seems like your friends were quick in collecting the helmets.”

Blinking, I looked behind me. Honey and Spot walked towards us with quick steps, both of them carrying a small bag in their mouth. As they got closer, the sound of metal hitting metal reached me from the bags.

“That went fast,” Lyra remarked. She took the bags in her paws, opening one and lifting up a helmet from it with her magic. “How many did you get?”

“Enough,” Honey said sourly.

Lyra didn’t seem to care as she threw the helmet she had picked up to one of the thieves, swiftly picking up another one and did the same with. She paused for a moment to look up at the guards. “Tell me, how do they exactly work? What can we expect?” Without waiting for them to answer, she continued throwing out helmets.

“Well...” The mare hesitated for a moment, before she shook her head. “Saying that it’s an illusion might be a bit misgiving. It will not just create an illusion around you, but... change your body to fit it.” She waved a hoof towards me. “Clockwork, for instance, would most likely grow a bit taller and wider. It wouldn’t actually change his physique; he wouldn’t get stronger. But... his body would even out to ‘fill’ the illusion, so to speak. It can feel weird the first time but after that you’ll not even notice it.” She paused and looked at the paws on Lyra’s back. “I don’t know what will happen with those, but... the armor we wear ain’t visibly there, even if it is there. I guess the same will go for your... tools.”

“Hands,” Lyra corrected. She threw away the second-to-last helmet to me, holding up the last one before herself. “But I guess that I use them as tools most of the time. Anything else we should know about them?”

“Your weapons won’t be affected by the enchantment, so you might want to keep them concealed. But other than that”—the mare shook her head—“I think that’s it.”

“Here goes nothing,” Lyra said with a shrug. In one motion she pushed the helmet over her head.

It looked like a ripple spread its way from the top of her horn down the rest of her body. Before my eyes, the mint green unicorn turned white and her workshop clothes were replaced with guardian armor. It didn’t take long before she looked precisely like the mare standing opposite her. Even the hands on her back had disappeared. Once the transformation was complete, she took a staggering step forward, mumbling something I couldn’t hear.

“Just stand still, Lyra,” the mare said. “It takes a minute or two for your muscles to settle down. Walking won’t ease that itch.”

She looked up at the mare, and I could briefly see one of the hands appearing as she steadied herself against the closest wall. “A minute you say?” she asked between gritted teeth. “It feels like my muscles are about to jump out of my body.” She looked up at the rest of us. “What are you waiting for? Get those helmets on!”

I could hear how the thieves behind me hurried to do as she said. Spot just stared at the helmet at his hooves, while Honey stood and glared at Lyra without even so much as a glance towards the helmet.

With a shrug, I picked up the helmet that had been thrown to me. The helmet was made of bronze, and besides a round hole at the forehead section there was nothing standing out on it. No adornments, insignia or otherwise something that could differ it from any other helmet. At least not on the outside. The inside, however, had a small symbol etched in. The insignia of the sun guards. Under the insignia, a small M was stylized.

I wonder what this means. I moved away the helmet and looked at the guards, but before I could open my mouth to ask, Lyra interrupted me.

“We’re waiting, Clockwork,” she said, tapping her paw impatiently against the wall.

Blinking, I looked around. Everyone but I had already put their helmets on, all of them now waiting for me to do the same. In a swift motion, I pulled the helmet over my head and...

Blinked again. Suddenly a strange itching spread from the tip of my horn down my body to the tip of my tail. I could feel how every muscle started aching, and one of my legs started twitching. Then, after just moments, everything disappeared. I took a deep breath and opened my eyes, blinking in the light and...

Something wasn’t right. Not right at all. Something was definitely miss...

The M stands for mare, Nightmare Moon said with a laugh. Right now, you’re physically a mare.

I stumbled backwards, the sounds coming out of my mouth not more than panicked neighing. Falling down on my haunches, I flailed my hooves in a futile attempt to get the helmet off me. I could barely make out someone talking over the sound of Nightmare Moon laughing inside of my head.

Then, without any warning, the helmet was torn off my head and one of Lyra’s hands locked my muzzle tight, silencing me. “Be quiet,” she growled. “Before you let Falk know that we’re here.” She snapped her way towards one of the original guards. “What was that?”

“I think he got the wrong helm,” the stallion guard said. I could hear how he held back a laugh. “The enchantment is changing your body after a pattern and... Well, it will change everything to fit the pattern. Including... those areas. It may feel a litt... lot weird the first time, and freaking out is kinda normal the first time it happens.”

I pushed Lyra’s hand away from my muzzle, glaring at the helmet. “You don’t say that,” I muttered.

He laughed softly. “Oh, I do. After a few times, however... then you get used to it.” He took of the helmet, a slight ripple spreading over his body as his coat turned to a soft blue color, shrinking slightly and turning more feminine. “Some of us even enjoy the change,” the mare that now stood before me laughed. “But I can take that helmet, and you get to be a stallion for now.” She winked at me as she changed the helmets with her magic. “But you did make a cute mare.”

I thought you just looked like every other mare in the guard, Nightmare Moon cooed as I picked up the helmet. But, then again, my sister always seemed to like them.

You laugh now, I thought bitterly, looking into the helmet. Once I’d reassured myself that it really wasn’t inscripted with an M inside of it, but that I had gotten a stallion one, I put it on. We’re still going to stop your return.

You are, aren’t you? she laughed again. But one have to question how you’re supposed to do that. Disguise yourself as a mare and seduce Falk? She snickered. Face it, Clockwork. You can do nothing to stop my return. It’s written in the stars.

I don’t care. I rose from the floor, bringing up a hoof to look it over. I’m going to find a way. Looking away from the hoof, I turned my attention to Lyra. “Well then, shall we get this over with? They have a lot to answer for.”

“We’re only going in there to find out how long we’ve left before it’s too late. Don’t forget that,” she said, nudging me in the chest with a hoof. “Nothing else.”

“I know,” I said and pushed her hoof away. “But if it’s about to become too late, then I’m going to interfere, if it so kills me.”

She nodded without a word. For a moment, we just stood there, before she rolled her eyes and took a step closer. “You’re the leader, Clockwork, even if you’re not leader material. Give the orders.”

I blinked at her, before I looked around at the group. This won’t work, I thought after a moment. We can’t go in all at once, it’ll be too suspicious.

“Something wrong, Clockwork?” Spot asked from behind me. At least I thought it was Spot, it was hard to tell when everyone looked the same, just different genders.

“We can’t go in all at once,” I said, looking at the door. “It will be suspicious.” I looked at the two original guard mares. “How big are the groups usually?”

“We’re... rarely in groups bigger than four ponies. On an evening like these, the guard groups would be three at most. Going in with the entire group would... not be the wisest of decisions.”

I nodded. “Then I’m going in with Lyra and one of you two. We’ll see if we can find out how long time—”

“So you’re just going to leave us behind again?!” Honey snarled, making her way up to me. “Why would to take any of them instead of—”

“Because they know how to fight,” I said sharply, silencing her. “They know what we have to do to act like guards, and in there we can follow them to make sure we don’t stand out. Do you think I want to—”

She silenced me by pressing her lips to mine. I blinked in surprise and looked down at her as she pulled away from me. “Just stay safe, okay?” She met my gaze with hard eyes. “If something happens to you, I’ll kill you.”

Blinkingly I opened my mouth to speak, but before I could say anything she turned away. Swishing her tail over my muzzle, she walked up to Spot, who stood and looked down in the floor. He barely lifted his head as he responded to something she whispered to him.

What... was that? I thought, before I shook my head. Honey... does she still... I shook my head again, harder this time, and turned my eyes to the door. That’ll have to wait for later. I waved a hoof towards the two guards. “Tell me, how would a guard go about if they wanted to report something? Say... that the attacking forces have been defeated?”

“If it wasn’t urgent... you would kneel down where the captain would see you, without otherwise announcing your presence until he speaks to you,” the mare who had swapped helmets with me said. “When he speaks with you, the rapport is to be left quickly and without unnecessary information. You stay like that until you’re dismissed.”

I blinked. “And if it was urgent? I mean, bringing news about the attacking forces being pressed back have to mean something, right?”

She blinked, before she let out a short laugh. “Falk already knows that this place is under attack, and barely sent out any forces to stop it. I doubt he will care if those forces are beaten back, especially if they’re finishing that plan of theirs in there.” She shook her head. “Better then to try and not bring any attention to us and instead try to find out what we want to know in silence.”

“Well then.” I nodded and took a step towards the door, waving towards the mare. “You lead the way. Lyra and I will stay close behind. We’ll follow your example and let you do the talking. The rest of you stay behind, but be ready if something goes wrong, okay?” I waited for the group to voice the agreement, before I looked them all over once. “You’ll have to move away from the door so you’re not seen when we enter,” I said and pointed down one of the hallways. “If we need help... you’ll hopefully hear it anyway.”

The thieves swiftly walked down the hallway without a word, one of the mares whispering to the others. The other guard leaned forward and whispered something to the mare who were going to follow us, before she moved after the thieves. Honey looked at me, before she nudged Spot in the side.

He barely looked up from the floor as he glanced at her. She leaned closer and whispered something, but he just shook his head and turned away, slowly walking to where the rest of the group had gathered.

He seems down, I thought as he walked passed me without as much as looking up at me. I wonder if—

Of course he’s down, Nightmare Moon said with a laugh. Wouldn’t you be, seeing the love of your life, the one you sacrificed everything not once—but twice!—being kissed by someone else? Only because you never worked up the courage to tell them?

Get. Out, I growled inwardly, turning away from Spot and faced the door instead. He doesn’t have any feelings for me like that, and you know it! You’re just trying to throw me off balance! 

Why would I want to throw you off balance, Clockwork? she asked softly. I already know that you can’t do anything to hurt me. I simply want to show you what you’re throwing away just for something a senile old clockmaker thought was right. Spot knows that I can give you to him. Do you really think that he will risk losing that? She laughed coldly. I mean, he has already betrayed you once for it. What’s stopping him from doing it again?

Spot wouldn’t do such a thing! I stomped down a hoof into the floor with a snort. Get out!

Watch the ones closest to you, Clockwork, she whispered softly in my ear. Any one of them might betray you for their own benefits.

Then, just like that, her presence left me. I could feel the questioning looks from the others, but quickly shrugged it off me. “Let’s go,” I said through gritted teeth, waving towards the door.

The mare guard looked at me for a moment more, before she nodded and walked past me towards the door. Lyra raised an eyebrow at me, but didn’t say anything as she took her place next to me, half a step behind the mare. The guard looked back at me questioningly, holding a hoof up towards the door.

I nodded towards her and she pushed it open, walking through it without missing a beat. Both Lyra and I quickly walked after her through the door into the throne room, the door closing seemingly by itself behind us. Looking back, I could see two pair of guards, one on each side of the door, who looked at us. Since they didn’t make any movement to stop us, I turned my attention to the room instead.

The throne room was not as big as the festivity rooms below, but it was still larger than I had imagined. Gigantic windows, some filled with mosaic images of times long past, filled the left and right wall, letting in the light of the setting sun. Closer to the throne, standing in a half-circle on a safe distance, stood a group of twenty or so ponies. Most of them seemed to be guests in costumes, the nobles I assumed, but there were a few guards in there as well.

Only a few of them turned their heads around to look at us, but those who did soon hurried to look back at the throne. Before the throne, seemingly in the middle of a low-voiced discussion, stood Filth and Falk. In the throne, resting on a midnight blue cushion, lay the shard.

I moved slowly after the mare guard, my eyes not leaving the shards and my ears pricked as I tried to hear the discussion. When we had reached about halfway down the red carpet that connected the throne with the hallway outside, she suddenly stopped, nearly causing me to walk into her. Blinking, I looked away from the throne and saw that both she and Lyra already had fallen down to kneel, and quickly followed their example. Silently I cursed over the fact that I still hadn’t heard anything.

You want to hear them, Clockwork? Nightmare moon cooed softly. You want to know how pointless what you’re doing is? I can give that to you, free of charge. She laughed softly, and I shivered as a cold hoof gently stroked down my spine. Seeing you getting your hopes crushed and have you crawl to me, begging for forgiveness, will be enough.

I have told you to get out! We’re going to stop this, you know that as well as we! You’re afraid, frightened! and right now you can only try to bring me out of balance, I snarled in my mind, looking down in the floor and pressing my hoof down into it hard. But it won’t work! You won’t be able to—

“...you mean those idiots, Sir?” I blinked and looked down in the floor, wherefrom the voice of the captain suddenly reached my ears. “They won’t be able to stop us in time. We’ve enough combat trained members here to block the entrances for as long as we need. You said that we only needed a single ray of moonlight for it to be done, I say that I can keep them out for that time.”

I looked up at the captain, before I looked down again. How...

“I know very well what you say, Captain,” Filth said drily. “I also know that, had I just listened to you and gotten rid of that apprentice directly, we wouldn’t have had this problem. But right now, I’m not going to take any chances. No, I’m going to make sure that hag let the sun set. Forever.”

“Let me do it for you, Sir. I’m sure I can—”

“No, Captain,” Filth interrupted sharply. “Your position is here. I need you to keep the shard safe no matter what. If that apprentice get past the guards, then you can be absolutely certain that he’ll come here to destroy the shard. We can’t let that happen.”

“I... understand, Sir. I’ll stay here and keep them at bay until the moon is high in the sky and Luna once again walks along us.”

“Until Luna once again walks along us,” Filth agreed. His tone turned grim and cold. “If that apprentice come here... get rid of him. Personally make sure that he’ll never get another chance to interfere, like I should’ve allowed you to the first time.”

“Of course, Sir.”

So that’s it? I thought and looked up from the floor. All we need is to keep the sun from setting until Shining is ready, and it will all be settled. And to do so... I looked after Filth as he, after throwing one last look at the shard, walked towards the other end of the room. We’ll just have to stop Filth. 

Do you really think that I would allow that, Clockwork? Nightmare Moon asked softly. Do you really think that I don’t have any way to stop you?

Do they know you for what you are, Nightmare Moon? Or do they truly believe that you’re Luna? I snarled, my eyes not leaving Filth before he closed the door in the other end of the room behind him. How many lies have you fed them?

I’ve not fed any lies to them, Clockwork. They took for granted that I was Luna when I contacted them, and I’ve not bothered to correct them. No, instead I’ve given them promises. Things I can fulfill for them. All of them truths. She laughed coldly. The ones who help in my return will be greatly rewarded. It’s not too late for you to kneel before me yet. I can give you anything you desire. All you need to say is the word.

I snorted and looked back towards the throne, where Falk still stood and looked down at the shard. Did you really think that I would join you? It’s because of you that Pendulum died. His wish was for you to be stopped! 

I hoped you would see it that way, Clockwork. Then, without any other word, her presence left me as suddenly as it had arrived.

“It was foolish of you to come here, Apprentice,” Falk said softly from where he stood before the throne, not even looking back at us. “Did you really think that I wouldn’t notice, just because you got a hold of a helmet?” As I didn’t say anything, he turned to face us. For a moment he just glared down at me, before he shifted his gaze towards Lyra. “And you brought the wife murderer as well, I see.” He smiled sadly. “Did she ever tell you about her past, Clockwork? Did she tell you what she did?”

“Don’t you dare, Falk,” Lyra growled, her voice full of hatred. “You don’t know what happened, you weren’t there!”

“The entire city heard her screams, Lyra.” He slowly started walking down towards us. “Bon Bon... what she saw in you I can never understand. But she seemed happy with you. And you with her. It doesn’t surprise me that you survived that jump. You had us chase you to a place way too specific for you to not have any ulterior motive with it. But even there, at the moment of your suicide, you refused to answer the simplest of questions.” He stopped just before her, not even caring about the mare guard who had taken a few steps to the side as he walked up to us. “Why?”

“I didn’t have any choice, Falk. Do you think I did it out of jealousy? I had nothing to be jealous of. Did you think I did it out of anger? She could never make me angry. No. What I did, I did because I didn’t have any other choice.”

“I doubt that.” Falk smiled, glancing toward me before he locked eyes with Lyra again. “I doubt that you didn’t have any choice other than putting your wife in flames.”