Turn That Frown Upside Down

by Brony Tom


11: Head in the Clouds

I sat completely still, shock paralyzing my muscles. I’m pretty sure my heart stopped beating for a few moments. In the video, Cheerilee’s head rolled off of her shoulders with a wet plop and splash of blood, her body spasming a bit against the magnet and scrap metal. I realized I’d bitten down on my hoof hard enough to draw blood, but didn’t particularly care. It would heal.
Cheerilee… she might not.
You’d think that being a vampire for so long, I’d know about how to kill one. Luna kept a file on us, but to be honest her information wasn’t very complete, either. Given that vampires tend to be a rarer breed, there hadn’t been much chance to experiment on different ways to kill them.
Anxiety tried to overtake me. It was only through dedicated training that I was able to keep myself reasonably composed. I had to find a way to end my date with Bill as quickly as I could. I was confident that he was in fact a terrorist, so I wasn’t hesitant to break things off with him. After that I’d have to find a way to locate Cheerilee and get her back together.
Because I wasn’t going to settle for anything less. I couldn’t. Not after everything she’d done for me.
Considering the game was up, I didn’t have to pretend that I was actually interested in Bill or our date anymore. I decided to confront him and perhaps I could get the information I needed out of him. I stood up, leaving money with my unfinished dinner, and headed towards the bathrooms where Bill had gone. I cast a quick glance around to make sure nopony was looking, then slipped into the stallions’ restroom.
Inside it was rather empty, considering it was a busy time for the restaurant, with the only two occupants currently being myself and Bill. The stallion in question was standing in front of the mirror. I saw his horn glowing; he was in the middle of casting a spell, and didn’t appear to have noticed me just yet.
What caught me, though was his cutie mark. With a start, I realized I’d never noticed what it was before, nor asked about it or anything. His mark was a figure of a pony pointing with determination, as if a charge to battle. As he finished casting the spell, though, I found myself unable and unwilling to really look at his flank or pay attention to the symbol.
“A compulsion spell?” I said.
Bill calmly looked over at me. “Ah, Golden, I wasn’t expecting you to be in the stallions’ restroom.”
“I wasn’t either, but I just happened to catch wind of a certain video that made news a few minutes ago. It would seem that Smiley’s been relieved of her head. You wouldn’t happen to know anything about that, would you?”
“Are you implying something?”
“Yeah, I am. Are you going to tell me what I want to know?”
“Nope.” Bill grinned, challenging me.
“Then I’m placing you under arrest. Come quietly and things don’t have to get messy. Because if you don’t come with me, they definitely will.” I took a few menacing steps towards him, my frustration and anxiety leaking into my demeanor now that I didn’t have to restrain myself. Every moment I didn’t have Cheerilee’s location was another moment that she could be permanently gone.
“I’m sorry, Golden, but I can’t do that. I have important appointments to be at. Maybe we can settle this another time?”
I just glared at him and coiled my muscles in preparation for lunging at him. He sighed at me and tutted, only sparking my anger. I leaped at him, only for him to disappear in a flash of magic. Only a fraction of a second later, I felt a powerful strike hit me right between my shoulder blades, and immediately my body spasmed with pain.
Suddenly unable to force my muscles to move, I collapsed to the ground. I could only listen as Bill landed gracefully on the ground behind me and trotted around to my front where I could see him, a displeased look on his face.
“I’d hoped I could show you what our movement is really about, maybe even convince you to forget your allegiance to the tyrants in the Palace. You were actually pretty nice when you were being genuine, it would have been good to get to know you. If only you’d picked the right side, Golden. If only, if only.”
He reached into one of his pockets, and I saw he had pulled a wooden stake from within. My insides turned to ice. He was going to end it. I was going to die here. Cheerilee couldn’t save me. I couldn’t even save her! Not when she was counting on me the most, I couldn’t save her.
I wanted to close my eyes, but my muscles remained frozen. Bill looked down at me with almost pity in his expression.
“I’m sorry it came to this, Golden.”
He raised the stake, ready to plunge it into my heart and kill me.
“Freeze!”
The door to the restroom burst in, and from the heavy sound of steps I knew there must be five or so ponies dressed in full combat armor rushing into the small space. I couldn’t see them, but I did notice Bill’s eyes quickly scan the newcomers before locking back onto me. He smiled grimly.
“Until next time, Golden.” Bill blew me a kiss and leapt backwards, phasing through the wall behind him like it wasn’t even there.
The other ponies approached me cautiously, if a bit quickly as well, and I felt a hoof nudge me experimentally. I was able grunt to let them know I was still alive and kicking, though my body was still recovering from the vicious strike Bill had landed on my back. How he’d managed to do that escaped me, though I’d wager it was probably something to do with pressure points. I didn’t know vampires still had those. Huh.
“What happened here? Are you alright?” said one of the ponies, a mare from the sound of her voice.
“Para… p-par… lyzed…” I said. My muscles were coming back under my control once more, though still a little shaky. I shuddered to think for how long I’d be paralyzed if I didn’t have vampire regeneration to help me.
“He paralyzed you? Is that what you’re saying? How much of you is paralyzed?”
I shifted as much as I could with every muscle in my body, managing to roll onto my stomach and get my legs under me for stability. My head and neck were mostly back to normal, so I was finally able to have a proper look at the soldiers. They all wore black armor and helmets, visors concealing the top half of their faces. What struck me most was the tufts of hair on their ears and the bat wings at their sides.
“I think it was just a temporary thing, he hit one of my pressure points.” I made sure to keep fidgeting my body as much as I could, so that it would warm up a bit faster.
The mare in front nodded. “Can you move? Princess Luna needs to speak to you post haste.”
“Yes, though I can talk to her from here just fine,” I said, sliding out my cell phone from under my wing. I could tell that the lead mare didn’t like that.
“Well, alright. The number for her private line is-”
“I know what it is,” I said. Maybe it was the frustration from earlier, but I just didn’t have the patience for this mare to baby me at the moment. “I work for the Princess too, you know.” I flashed my fangs at her in a facsimile of a smile.
The Night Guard mare smiled in return, revealing her own fangs. “I didn’t know that Princess Luna had sent any guards undercover in this part of the city.”
“That would defeat the purpose of ‘undercover’, wouldn’t it?”
The bat-winged mare shrugged. “Whatever. The Princess just sent us to ensure you were still responsive. There was some serious business going down at HQ. I hope you’re not in trouble or anything.”
“No, I just have a job to do, and quickly.” I rose to my legs, stretching a bit to get the last bit of shakiness out of them. “Now if you’ll excuse me, I need to get going.” I made to leave the bathroom and the Night Guards parted to let me through, following me shortly after.
I ignored the stares from some of the other customers and immediately left the restaurant, having already paid for dinner. My wings only gave me a brief hiccup as I launched into the cool evening air, and once I’d checked around for anypony that might be listening in or following me, I dialed Luna’s number.
“This had better be important!” snapped a voice on the line, one I recognized as the Princess’.
“Princess, this is Golden Ring checking in. I was held up during the recon on Treasury Bill. What’s going on with Cheerilee?”
“There you are, Golden! I’ve been trying to get a hold of you all night, what happened? No, never mind, it’s not important. Listen, Cheerilee was captured by HOOF; they used an electromagnet to pin her down using the armor you inserted. We weren’t able to follow them when they moved her location; we’ll need you to interrogate a target and find out where she was decapitated.
“The target is one ‘Aepyceros’, a black-market trader. We’ve tracked her phone to Fifth Street, where we lost the signal. We suspect she went underground.”
“I know who you’re talking about,” I said. “I’ve encountered her in that area before.”
“Very well then. Find her, and do whatever it takes to get the location out of her. Time is critical. Am I clear?”
“Crystal,” I said.
“Good. Now get going!”
The line went dead with a click.
I wasted no time in stowing my phone away and speeding off towards the black market I’d visited before. I paid only a cursory attention to my surroundings, just enough to avoid any other air traffic. There wasn’t much at this hour, fortunately, so my flight was a furious beeline towards Fifth Street.
I lined up my path so that I would be able to do a tight deceleration turn right into the subway entrance that led to the markets. With barely a sound I banked hard to the side and flared my wings, drastically slowing my speed and veering towards the dilapidated stairway leading to the underground. The stress on my wings was harsh, but I didn’t let myself focus on that. They’d heal any damages soon enough anyway.
The dark, winding path through the tunnels proved too treacherous for me at high speeds, what with the random protruding railroad ties and other debris, so I slowed down once again to simply a fast pace. My night vision helped greatly; I was sure that I’d be forced to walk without it.
It took little less than a minute to make my way through the tunnels. When I at last arrived back at the grungy group of ragtag shacks that passed for a black market, I was struck by how empty the place was. Only one pony that I could see was out and about, and when I focused on her, I grimaced.
It was my target, Aepyceros. The name was foreign; I supposed that she’d probably been born abroad. More pressing, though, was the memory of what Luna had told me to do.
Do whatever it takes to get the location out of her.
My gut twinged uneasily. I’d always let Cheerilee take care of interrogations; I didn’t trust myself to be able to keep from going monstrous on the subject. Now that my teacher was counting on me, I had no choice in the matter. It was get the information or… or else.
I set my face in a determined frown. I wouldn’t let her down.
The target didn’t even hear me coming. I swooped down and snatched her up before anypony noticed, covering her mouth to keep her quiet. She struggled and flailed about, but my vice grip was strong enough to hold her. I took her farther into the tunnels, where no residue light shone from anywhere; we were left completely in the dark.
“No sudden moves, no loud noises, and you might live,” I said, my voice a harsh whisper. I dropped her unceremoniously to the ground, landing on top of her and pinning her to the ground. “There are just a few questions I need answered. Nod once if you plan on cooperating.”
She nodded.
“Good. Where has HOOF taken Smiley to be executed?”
“It’s in downtown Canterlot, in one of the poor districts. I don’t know the exact address, but I know it’s an abandoned McPony’s.”
Some of the adrenaline I’d been feeling drained off at that. I’d been expecting a long, torturous interrogation session, but this? Too easy.
“How do I know you’re telling the truth?”
“You don’t, really. I assume you’re one of the government’s agents, right? I was getting ready to turn myself in when you came.”
I balked at that. “That’s a load of horseapples!”
“Say what you will, but when I saw that video of Smiley getting beheaded, I knew I’d had enough of HOOF’s butchery. There’s only so much I’m willing to do for money, and they’ve crossed the line now.”
“What did you do for HOOF, then?”
“I was a smuggler; I ran just about everything that could be labeled illegal across the borders.”
“Why confess all this to me?”
“Why not? I’m an old mare now, I’m tired of all this action and crap. I need to come clean, you know?”
I frowned. I hadn’t really sensed any duplicity from her yet, but I had a hard time believing her story. A sigh from her attracted my attention again.
“Look, if it makes you feel any better, you can have a look through my phone,” she said. “There might be a picture of the place in there.”
“I will. Just slide it forward slowly, so I can pick it up.” She did so, and I grabbed the phone, immediately opening the pictures folder and scanning rapidly through all the photos inside. There were all sorts of different ones, but through all the pictures there was a surprising amount of them that contained a group of young fillies and colts, most of them school-age. I frowned.
As if she’d read my mind, she spoke up just then. “Don’t mind the pictures of my grandchildren, the ones you want will be towards the very back.”
I looked where she’d mentioned and indeed there were a few shots of an abandoned McPony’s, several ponies milling around doing various things. I recognized some of them as active HOOF members, and one picture even had Bill in it.
The fact that she’d been so helpful left me with a bad taste in my mouth. This was all so non-standard for an interrogation, I was having a hard time keeping my wits about me. Thoughts of what I’d intended to do to her if she had been stubborn kept bubbling in my mind. That Aepyceros had been repentant...well, I didn’t know how to handle that.
There would be time later, though.
“Alright, that checks out,” I said. “I’d recommend getting yourself far away from this place. Once HOOF finds out that you’ve betrayed them, they’ll be after you.”
“That was a risk I decided to take, but I’m grateful for your concern nonetheless. I still have a few things to pack, then I’ll be ready to go.”
Not much else needed to be said, in my opinion, so I tossed her phone into my stash and made a dash for the exit. Nopony in the rundown black market seemed to notice or care as a I raced back through the dark tunnel network. Things were going well.
I erupted from the underground at high speed, startling a pair of ponies walking by. I kept going, regardless. Now that I had Cheerilee’s location, I could get in there and sort things out. It occurred to me that I should most likely inform Luna of the place so that she could send guards to clean up. I once again dialed the Princess.
“Who is it now?” growled Luna, frustration evident in her harsh tone.
“This is Golden, your Highness. I’ve successfully extracted the location of Cheerilee; it’s an abandoned McPony’s in the downtown district. There are pictures if you want them.”
“Yes, send those to me as soon as you can. How did you get Ceros to talk so quickly?” I thought I heard a bit of hesitation in the Princess’ voice. I gulped as I realized which dark places her mind had gone to. I didn’t blame her, but that misinformation needed to be corrected.
“She was on her way to turn herself in, Princess. She gave me all the information willingly.”
I could practically hear Luna’s surprise over the phone. I savored it; the occasions where I was able to surprise the Princess were few and far between.
“Very well,” she said after a brief pause. “I’ll send an extraction team to her location as soon as I can. Reinforcements will also be en route to Cheerilee’s location, but I need you there first to assess the situation and do what you can to revive Cheerilee. Get going.”
“Will do,” I said, though Luna had already hung up by then. Was it me, or was she being a little rude with the hanging up today? I frowned a bit, but I figured it probably wasn’t as important as getting to Cheerilee right now.
The flight to the downtown districts took a bit longer than I would have liked, even though the skies were clear. There wasn’t a whole lot I could do about distance problems except go faster, and I was already flying faster than any normal pegasus could, the faintest traces of a mach cone forming in front of my face. The buildings below rushed past in a blur, ponies nothing but specks of dust as I raced past. Vampires were damn fast when they needed to be.
Eventually, though, the place came into view, and I descended to rooftop level so as to avoid detection until I was upon them. I slowed drastically from my breakneck pace to a more maneuverable one and at last dived down towards the McPony’s. Seeing a window on the second floor that wasn’t fully boarded up, I decided to slip in quietly while nopony was around.
The boards were no match for me; I wriggled through the gaps in the planks with ease. Landing with the faintest of clicks on the hard ceramic floor, I took stock of the room I’d entered. It was very crowded in here, boxes and boxes of material stacked haphazardly everywhere I sliced open one of the containers to get a look inside and was greeted with the sight of neatly organized gun magazines.
It was hard not to gape at the sight, I’ll confess. The thought that HOOF had a large amount of firepower shouldn’t be surprising to me, but seeing it was different than hearing about it. I set my expression to a firm frown and closed the box, lest I waste too much time here.
Seeing as how I was in one of their storage rooms, I supposed there would likely be a guard or two outside. Sure enough, when I put my ear to the door, I could hear the thump-thump of a pony’s heart beating on the other side. I knew Cheerilee wouldn’t waste time and would just end him with a quick twist of the neck from behind.
With that in mind, I took a moment to straighten my mane and scarf and slip my fake glasses on. I casually swung open the door and turned to face the surprised guard standing there.
“Take me to your leader,” I said. I had to avoid grimacing. Was that really the best I could come up with?
The stallion who I had surprised just stared at me for a moment before swinging his gun around and pointing it at me. “Who the hell are you?”
“I’m a pony you don’t want to keep waiting, that’s who,” I said, staring at the gun with a bored and impatient expression.
“Oh yeah? Why shouldn’t I just shoot you now and be done with it?”
I could tell he was quite proud of that one. I sighed and sprang forwards, knocking the gun to the ground with a clatter before he could even blink. My next move was to pin him against the wall.
“Because you don’t have a gun to shoot me with. Now look, I just need to speak with whoever is in charge here. Tell me how to get to them with the least resistance and you can go home to your family in one piece.”
“F-first door on the left down that hallway. It’s got the big spray paint symbols on it, you can’t miss it.” I could feel the stallion trembling now that he was without a weapon. The poor sod probably didn’t even care all that much about HOOF’s goals.
“Thank you for being civil about this. I’d advise you go home and rethink your life. Things are about to get messy around here.” I released the stallion and he dropped to the ground in a heap, still quivering like a foal. I paused for a moment, wondering if I’d allowed myself to go a little too far in the intimidation department, but I pressed on towards the room the stallion had mentioned.
Just like he’d said, I could instantly tell the door when I saw it; large depictions of… unsavory objects were spray-painted all over the door like some obscene nameplate. I paused for only an instant to check how many heartbeats I heard on the other side, and when I ascertained that there was only one inhabitant, I swung the door open and strode in like I owned the place.
“What now? I’m in the middle of-” the mare at the desk had finally turned around and noticed that I was not one of her guards. I continued moving towards her, stopping only once I’d circled the table. In the meanwhile, she’d hastily drawn a small pistol, but I smacked it away in a flash. She tried backing away, but I positioned myself such that she walked straight into a corner, trapped.
“What did you do with Smiley? Tell me everything.” I accentuated my demand by pressing one of my hooves against her throat, just hard enough to threaten violence but not enough to inhibit her speech.
“We killed her, what more is there to say?”
“How? A chainsaw? What did you do to her?” I realized that my hoof was starting to shake and press against the mare with more force, and I had to consciously rein myself in.
The mare shook her head. “Doesn’t matter; she’s dead now, so this is all over.”
“It’s over? You thought this was all her doing? That she was the only monster in town? You never wondered if she had help?"
I grinned a bit as the mare’s eyes widened, and I saw her glance down at my mouth. She whimpered.
“What are you going to do to me?” asked the mare. From the fear laden in her voice, it was clear she was thinking of some of the things Smiley had done in the past.
“Me? I won’t lay a hoof on you. That’s Smiley’s job.”
“But- but we cut off her head!”
“Is that all?” I said. The blood drained from her face.
I took a step back and gestured for the mare to start walking. “We’ll see if you really killed her, and if not, well, I’m glad I’m not you. Now, show me where you’re keeping Smiley.”


Cheerilee opened her eyes, the room around her coming into focus with astonishing clarity. The floor was entirely covered in a pool of blood at least an inch deep, mounds of corpses strewn about in various degrees of dismemberment. Standing above her with a concerned expression was the familiar white face of Golden Ring.
“Cheerilee, you’re okay?” asked Golden.
“I think so,” Cheerilee said. “What happened? The last thing I remember was the chainsaw.”
Golden’s expression soured a bit. “I managed to convince the local HOOF leader to bring me down here, and from there it was an easy matter to put your head back on your shoulders. After that, though…”
“What happened then?”
“You killed them all, Cheerilee,” said Golden, looking away from her mentor. Cheerilee noticed that Golden was standing on the corpse of a fallen HOOF member, trying to keep her hooves out of the blood pool. “It was- it was frightening and exhilarating. I don’t know what to think.”
Cheerilee looked down at her forelegs, feeling cuts near her fetlocks slowly healing up. While she didn’t exactly remember what had transpired, some of the bodies looked like they had been ripped apart by high velocity slices and powerful, bone-cleaving strikes. Putting two and two together, Cheerilee realized that she must have used her own blood as a weapon, almost like liquid blades. It wouldn’t have been the first time, but she never would have thought her unconscious mind could have performed such a thing on instinct alone. The thought that she’d done something like that without even realizing it sent a chill down her spine.
Of course, she couldn’t let Golden see her that way. Cheerilee lifted herself free of the gore that matted the room. “Let’s get out of here.”
Cheerilee found her sword and wiped the blade off, although finding something clean to soak up the blood was not easy. She and Golden stepped out of the building.
“How did you find me?” Cheerilee asked.
“The leather vendor told me where to look,” Golden replied.
“Oh, Ceros.”
Golden nodded. “We were desperate to locate you, and I figured that she would know. In fact, I should go back and see if she’s okay.”
“I need to report to Princess Luna,” Cheerilee said.
“Does it need to be right now?” Golden asked. “Maybe come with me and then we can go to the castle together?”
Cheerilee shook her head. “I’ll meet up with you when I can. I need to talk business with the Princess.”
Golden nodded glumly and turned her eyes away. She spread her wings and took off. Cheerilee looked after her for a moment, and then turned to go.