Turn That Frown Upside Down

by Brony Tom


12: Coming to Terms

I ascended up into the sky at a moderate pace. I might have flown faster, but I was a little preoccupied with my thoughts.
Foremost among which was the sight of Cheerilee laughing and slaughtering all of the HOOF members in the building. No amount of bullets fired at her could stop the killing, no desperate punch or last-ditch attempt to run saved lives. There was only death.
All I had done was watch. As Cheerilee tore through the ranks of HOOF, I couldn’t help but feel a certain hunger in my stomach, a lust for the blood spraying everywhere. Watching my teacher made me want to join her.
For the entire time I forced myself to sit in a corner. I had to. Otherwise I’d have become my old self again.
I wondered not for the first time how Cheerilee does it. She’s so composed all the time, I don’t understand how she can wake up after that and not be bothered at all. If I didn’t know better, I might question if there was even a pony still in there at all.
With a start, I realized that I had unconsciously accelerated while I was mulling over my thoughts. I slowed to a simple glide, allowing my speed to bleed off as I got closer to the entrance to the underground. I could see it not too far in the distance, so I began my descent and spiraled down to the familiar subway tunnel.
The passages below the surface were just as dark as they’d been earlier, and I flew through them almost by muscle memory alone. Oddly enough, I heard echoes of more likely-illegal activity coming from various tunnels than my previous trips. I wondered if there might be nighttime businesses that thought the darkness could hide them from us.
As I flew into the main area, my assumption proved true; there were quite a few more rough-looking ponies up and about now, and the majority of them gave me looks that made my skin crawl. If I weren’t confident in my ability to trounce them, I would’ve fled then and there.
I continued to where I’d left Ceros the last time, and frowned when my quarry was nowhere to be seen. I scanned around for any potential clues, but my eyes couldn’t spot anything out of the ordinary. Ceros must have already booked it. A wise decision, I suppose.
Then the sweet, sweet scent of blood wafted into my nostrils. My ears perked up, alert for any sounds of a struggle. There! Off in one of the side passages, I could hear the sounds of somepony being beaten savagely. I slipped closer and the scent of blood grew stronger, along with the scent of… I frowned.
That smells like leather, I thought.
I hastened my pace, finally coming around a corner to see a bloody sight in the darkness.
Ceros lay on the rubble-strewn ground, wounded and groaning in pain. One of her legs was bent at an angle that legs weren’t supposed to bend at. I could tell she was barely hanging on to life, her chest heaving with the effort to pump air in and out of her broken body. Standing over her with an expression of calm anger was Treasury Bill.
“You betrayed us. Why?” said Bill, still focused on Ceros. He either hadn’t noticed me yet, or didn’t want to interrupt his torture session. I wasn’t going to have any of that, though.
“Gee, I wonder,” I said. Bill looked over at me and grinned.
“I’ll be with you in a moment,” he said.
Without pausing for breath, he lifted a hoof and crushed Ceros’ windpipe with a vicious stomp. I could hear the vertebrae in her spine splinter and crack, and the gurgling sound shortly thereafter told me that her life would soon be over. I made to rush towards her, but Bill stepped between us.
“She’s earned a fitting punishment, Golden. Don’t get in the way of justice.”
“Justice? That’s your idea of justice? You’re sick.”
“So what if I am? What are you going to do about it?”
I glanced down at Ceros, who looked at me pleadingly before finally falling limp.
I felt an urge building in my gut. Ceros had been a pony who made mistakes, she told me so herself, but this… nopony deserved this. A heat spread in my body, a righteous anger. I saw the pictures of a group of young foals on Ceros’ phone. I saw the bodies of the children at the schoolhouse that had been bombed.
I looked back up at Bill, who was waiting expectantly.
“I’ll kill you, that’s what,” I said.
Without waiting for a response, I began trotting forward slowly, making sure to keep my senses fully trained on my foe. I wouldn’t let him get the drop on me again. Bill silently began circling around the tunnel, his hooves crunching on debris and dirt. Without even looking behind him, he ducked under a railroad tie that stuck up from the ground like a protruding fang.
I frowned a bit at just how low the ceiling was. My flight advantage was almost completely neutralized, and I knew I’d need all the help I could get to win this fight.
There was a faint fwip that I recognized as a teleportation spell. Without a moment’s hesitation I threw myself to the left just as a rush of air whipped past my head, Bill’s hoof hitting the ground with a sharp crack of shattering stone. I rolled to my hooves and lunged at him, though I only managed to catch a hoofful of air as he teleported out a second time. I rolled to the side as Bill once again crashed to the ground where I had been moments ago.
“You know, if you keep using the same strategy you’ll never win,” I said.
“But it’s such an effective technique,” he taunted in reply. “Especially against somepony as reckless as you.”
I growled at him, but held my ground. He laughed. “Good, at least you have a little bit of self control. I was worried for a moment there.”
“Yeah, really funny. How about you stop talking and fight me like a stallion?”
“Golden, my dear, do you really think so little of me? I thought we had something special between us.”
“Shut up.” I could feel the bloodlust in my body screaming at me to tear his throat and watch him bleed. The smell of Ceros’ blood on the ground around me only fed my desire for more.
“You need to loosen up, you know. Such stress isn’t good for a mare.”
“Maybe you could help me relieve it, then. Just bare your neck for me, I promise it won’t hurt a bit.”
“Oooh, we have some fangs on this one! Come and get some, then,” he said, lifting his chin just as I had asked.
Something about that made me uncomfortable. That he was willing to bare his neck to a vampire spoke of confidence or idiocy, and I knew which one applied to Bill. At the same time, though, his mocking attitude made me want to tear him up and watch him suffer. I felt myself trembling with repressed rage.
I strode towards him cautiously. He made no move to protect himself, so I assumed he’d just teleport himself away once I got within striking distance. I frowned deeply when I got close enough to actually reach out and bite him, and he still hadn’t moved or spoken at all.
“Well?” he asked. “Are you just going to stand there or what?”
I tensed as if to make a lunge for his neck and he melted into nothingness with a glow from his horn. I continued my juke as planned, planting my forehooves on the ground where he’d been standing and coiling my back legs tightly together for a powerful buck where I knew he’d be coming from.
The sensation of hooves connecting with flesh had never been so satisfying as that moment when I felt my hooves impact with a thud against Bill’s chest. I heard him hit the ground a few moments later and turned to see his body bounce and roll a little ways before coming to a stop.
I smirked even as I sank into a combat-ready stance. I’d dealt him a good blow, but there was no way I’d killed him yet, not when he had crazy powers. After a minute or two of waiting, though, he still lay in the same spot, unmoving. I couldn’t even hear a heartbeat from him.
My toothy grin lessened into a grim slash. I approached his prone form with care, and when I finally stood over his body, he looked about as dead as a pony could be. His eyes were locked open in an expression of shock. I wanted to be happy that it was over, but something about his eyes struck me. His death was something that needed to be given the respect it deserved, even if only for my sake.
I reached down to close his eyes with a hoof, when I felt something wrong in my gut. On instinct, I shifted to the side, just in time for Bill’s hoof to strike my wing instead of my spine.
I cried out in surprise and pain as my wing crumpled into a mess of blood and feathers, and I staggered out of the way as he rushed at me for a second strike, then a third, and a fourth.
It was an illusion! I thought, the solution coming to me as I remembered how he’d worked that compulsion spell on his cutie mark. As if in confirmation of my theory, the prone body on the ground evaporated into mist. I growled.
“Stop messing with me!” I shouted, bringing one of my own hooves to his in a counterstrike.
Our punches met with a colossal thunderclap, the force of it sending both of us staggering back. I glared at him even as he daintily raised his hoof in front of him, inspecting it casually.
“I think you chipped it,” he said.
“Is this a game to you?” I said, my voice shrill with frustration. Bill’s eyebrows rose quizzically.
“What, you mean you don’t think of life as a game?”
“No! How can you be so callous? There are real ponies out there whose lives you destroyed, whose families you’ve killed. Can’t you see that?”
“Golden, all I have ever seen are pawns on a grand chessboard. Some of them have the honor of being knights, or even bishops. Then there are a rare few who can be called rooks. That would be the likes of my father, of course; I could never have gotten this far without his help. Then one day I had the good fortune for a piece so grand to come onto the board that she could only be the queen. She was powerful and mysterious and spirited, but inside she was vulnerable. She was perfect.”
“What are you saying?” I said, my teeth clenched.
“Oh, Golden, we’re going to have so much fun together, you and I. You’ll make an excellent queen for my army. You’ll come around, I just know it.”
I roared and charged at him. The corners of my vision burned with a red haze and a vicious power coursed in my veins, burning me up on the inside. None of it mattered. All that was important was killing Treasury Bill.
It only took me a fraction of a second to close the distance between us, the furious beating of my wings kicking up small wind gusts in my wake. I threw a punch at him, the speed of my hoof creating a whistling sound as it cut through the air. At the last possible moment before I knocked his head off, Bill disappeared in a flash.
“Stop moving!” I growled, turning to face where I knew he’d be coming from. I threw another punch in that direction, but when my hoof met with empty air I was caught off-guard. A powerful force struck me on the back, sending me flying into one of the walls of the tunnel and creating a great cloud of dust and debris. I pushed off the wall and used my wings to ascend above Bill as he rushed in for a strike on the spot where I’d hit the wall.
The sound of cracking concrete echoed through the tunnel as Bill’s punch found nothing but the tunnel wall. I twisted my body in a tight turn, using my wings for extra speed, and lashed out with a sharp spinning kick that pegged my foe square on his side, knocking him a good distance away. I raced towards him as he rolled to his hooves, eager to make him suffer another hit.
As he turned to face me, I was upon him. My first swing connected solidly with his horn, causing him to grunt and lose his teleportation spell that he was no doubt casting. After that was done, I grinned hungrily and went to town, punching and kicking in a blurry maelstrom of limbs. Bill managed to dodge a good number of my attacks for a few moments, but he just couldn’t keep up with my unnatural speed; it didn’t take long for him to accumulate a healthy collection of bruises and cuts.
With a final, vicious kick to the face, I sent him flying into the same spot on the tunnel wall he’d knocked me to. I rushed in for the coup de grace, pinning him against the wall and baring my fangs just beside his ear.
“Who’s laughing now, Bill? Where’s all your smack-talking? I thought you were going to put up a fight!” I laughed hysterically, pressing a hoof against the back of his head and pushing it roughly against the wall. “Come on, do something! I’m waiting!”
When I heard a mumbling from him, I released the pressure off of his head so he could speak.
“You- you’re a monster--” Bill said weakly, blood trickling down his nose and mouth.
I froze.
“Shut up!” I shouted as I threw him across the tunnel. I thought I heard the sound of bones cracking, but I wasn’t paying attention. I hovered in place, staring at nothing in particular.
I’m not a monster. He’s lying.
I looked down at my hooves through my red-tinged vision. My pristine white hooves were spattered with blood and grime. Fire coursed through my veins despite my heart remaining still and unbeating. The beast that I’d always kept buried deep down in my soul ran rampant, its raging hunger constantly pounding through my head.
I- no, no- it can’t-
My train of thought was interrupted by a powerful kick, sending me flying through the tunnel until I struck one of the twisted railroad irons protruding from the ground. With a sickening splatter, the shaft of metal speared through my side. I slid down its length for what seemed an eternity before something in my body caught on the splintered rail and jerked me to a halt with an agonizing crack of bone.
I instinctively wriggled about, trying feebly to free myself from the metal I’d been impaled on, but the fire I’d felt before was melting away, leaving me helpless and dangling in midair. The strain of my muscles against the steel caused me to grunt in pain; oddly, I was lucid enough to notice that no sound was actually coming from my throat. A quick glance at the railroad tie showed me most of my internal organs splayed all over it, portions of my lungs included.
After a moment more of struggling, I closed my eyes and let my body hang limp. I couldn’t help but whimper at the spasms of agony jerking my body.
“Yes, that’s right. Give up.” Bill’s voice came from somewhere off to my side, but I didn’t bother looking for it. “You put up a grand fight, but to no avail. Now, let’s get going, shall we? There’s a lot I need to teach you.”
I felt two pairs of shackles clasp around my hooves and a muzzle over my mouth. I offered no resistance.
“Aww, chin up, Golden,” said Bill. “Stewing in your own misery won’t get you anywhere. Besides, you are so much more than a monster. The past is the past, no use crying over spilt milk, right? Er, perhaps spilt blood, in this case, but you know what I mean.”
That got my attention. I glanced up at Bill in confusion. I tried to speak, but all that came out was a mangled “Why?”
“Well, if you’re going to work for me, I need you at your best. Honestly, it’s like you think that just because I do a few unpleasant things here and there, it automatically makes me an evil pony.”
I let my head fall limp again. Right now, I didn’t have the strength to contemplate at the motives Bill might have behind his words. I felt myself shrouded in a magical grip which began to lift me off of the railroad tie, eliciting more whines of pain from me. My body made wet slurping sounds as it was pulled off the rusty metal, and I had the strangest sense of coldness when I gently met with the ground again. Maybe that was because I had a giant hole straight through my torso.
The feeling of Bill’s telekinetic field once again enveloped me, but then there was a terrible crashing sound from one of the tunnel walls and a faint whoosh of something sharp slicing through air and bone. I opened my eyes to see Cheerilee standing above me, having just arrived like a wrecking ball. My mentor held Bill in a vicegrip, and before I could even register it, she had snapped his neck.
It was over.


Cheerilee dunked her body in the meager water of a long-abandoned decorative fountain outside the McPony’s before heading towards the castle to meet with the Princess. Travelling the streets soaking wet and dirty was much better than doing so covered in blood. At least there weren’t many ponies out and about at this late hour anyway.
The guards on duty at the palace gates had been alerted that she was coming and let her through without a word, although Cheerilee could see the questions in their eyes. Who was she? Why was she out all alone so late at night? Why would the Princesses want to speak with somepony like this?
Princess Luna met Cheerilee in a small hall just past the entryway. The alicorn cast a spell as they walked.
“We can talk, nopony will hear us,” Luna told her.
“We’re almost done with everything you asked us to do, Princess,” said Cheerilee, “at least in regards to taking down HOOF.”
Luna nodded. “We have identified a few stragglers to round up-- most notably Treasury Bill, who we suspect is the leader of the organization-- but HOOF as a whole has been gutted.”
Cheerilee nodded. “I believe that’s accurate.” She noticed that Luna was heading towards the dungeons. “What is there left for me to do, Princess?”
“You’ve done enough,” Luna replied. “The Crown is in the process of setting up military units specialized for anti-terrorism operations, should we ever need to deal with these problems in the future.”
Cheerilee almost protested. She’d done the job, all the heavy lifting, herself. Almost reading her thoughts, Luna went on. “I’ve decided on this course of action because I feel it is more in line with the values Equestria holds dear. We should not be in the business of terror like our enemies.”
“But it worked, Princess.”
Luna looked at her. “Yes, I believe an example has been set. Now it’s time to move on to something better. We can’t simply continue a campaign of fear. Fear of the unknown ceases once the unknown becomes familiar. Smiley has served out her purpose.”
The two of them entered the dungeon. Luna lit the torch on the wall. Before them lay the ancient weapons and articles of war. There was a noticeable gap in the middle.
Cheerilee took the sword from her back and returned it to where it belonged. Luna was right, the time for fear was over. Ponies deserved their peace.
Well, most ponies did, anyway. Some would simply never have peace, because they knew no friendship in their hearts, or were too afraid to let anypony else into their lives. Cheerilee knew where she fit into things.
She paused as she stared at the sword displayed in its rightful spot, thinking back over the recent years. All the missions she’d done, all the lives she’d taken. It all blurred together, unimportant. This chapter with HOOF was just another footnote on her resume, and no doubt there would be another, and another.
A slight sigh escaped her as she dwelled on her thoughts.
“It’s interesting how the years pass so quickly, isn’t it, Cheerilee?”
“I don’t know what you mean, Princess Luna.”
“I think you do, deep down. Let me tell you, immortal life will be the death of you if you don’t really live it to the fullest. It’s something I had to learn the hard way. Don’t repeat my mistakes, please.”
Cheerilee frowned and looked away, uncertainty plastered on her face.
“‘Tis better to have loved and lost than never to have loved at all.’ Death is a natural part of life, Cheerilee. Just because you deal in death doesn’t mean you can’t experience a fulfilling life as well.”
An image of a small summer school classroom popped into Cheerilee’s mind. A scene of a calm stroll through the park followed it, joined by a night of stargazing with Princess Luna and Golden. Other memories came to her, each treasured and leaving her wanting more.
For a moment, indecision wracked Cheerilee’s mind. Finally, she turned to where Luna stood quietly. “Princess, there’s something I have to do.”
Luna nodded with a smile. “I wouldn’t delay you here. Go.”
The trip to the Sixth Street Market didn’t take long. She had neglected Golden for too long. Just being moral support for her friend would be good for them both.
Heading for the entrance, Cheerilee trotted along the sidewalk above the underground tunnels. Even on the surface streets it was not a nice neighborhood, but it was clear enough to anypony who saw her that this was a mare with something intense on her mind, something important enough that attempting to delay her was clearly not a wise idea.
Cheerilee was within a short distance of the entrance when she caught a whiff of blood. Her head immediately jerked towards the source, a storm grate at the curb. Taking a step closer, she heard the extremely faint sound of Golden screaming.
Upon later reflection, Cheerilee couldn’t remember whether she had broken through the concrete sidewalk or if the underlying dirt had simply split apart to allow her passage. She found herself bursting into a dark tunnel, revealing a horrifically injured Golden and a very surprised Treasury Bill.
It was clear that he recognized her. His horn instantly flared with light bright enough to indicate a powerful spell, more magic than even teleportation required.
Cheerilee whipped her hoof horizontally, pieces of concrete embedded in her skin drawing blood that fanned through the air like a sabre. Bill’s horn was cleaved from his skull, ending up embedded in the wall on the opposite side of the tunnel.
The attack was so surgically clean that Bill was still standing, eyes wide and expression shocked. A trickle of blood ran down over his face, the hole in his head exposing the inside of his cranium. Eyes rolling back, his knees buckled. Cheerilee caught him before he hit the ground. With a twist of her hooves, she broke his neck.
Golden was clearly in a bad way and Cheerilee immediately knelt down at her side. She tore the metal shackles like tissue paper, unmuzzling Golden. The younger mare’s eyelids fluttered, barely maintaining consciousness.
Cheerilee grabbed Bill’s limp body and dragged it over, slicing his throat and maneuvering the wound to Golden’s lips. For a moment she wondered if Golden would actually be able to drink, considering her stomach had been shredded like the rest of her organs.
The taste of blood brought Golden around. Her eyes turned to Cheerilee’s face, her expression relaxing with gratitude as she realized they were both safe.
Cheerilee propped Golden’s head up to give her better access. The younger mare’s tongue hungrily lapped up blood. For a few minutes, Cheerilee just cradled her gently as Golden recuperated. She gently ran a hoof through her friend’s mane as the wounded vampire drank.
Despite her thirst and the inviting flavor of fresh blood, Golden eventually paused. She swallowed and licked her lips, turning her head to Cheerilee. “Thank you.” Golden’s voice was rough and wheezy, but the gratitude in it was unmistakable.
“I’m glad I did.”
Golden looked down at her midsection, still recovering after such a horrendous injury, but the skin had already started to mend and most of the organs were reforming. At least the blood she drank didn’t leak out the hole in her side any more.
Pushing the spent body of Bill away, Cheerilee helped Golden to stand up. The younger mare wobbled unsteadily and leaned on Cheerilee for support. Cheerilee was happy to provide it, gently helping her protégé to stand on her own. The pair began the walk back to the surface, taking slow and measured steps so that Golden could keep pace.
“Cheerilee… I’m sorry I failed you,” said Golden, her voice soft and wavering.
“What do you mean?”
“I let him get to me, I let him provoke me into losing it. I- I let myself become a monster again.”
Cheerilee halted and pulled Golden into a tight embrace. “Well, I don’t see anything that looks like a monster right now.”
“That doesn’t change what I did, though.”
“Golden, you can’t let your past control you. I know you’re afraid of going back to what you were. I think you’re right to be afraid. But you can’t let that dictate how you live. A wise and perceptive pony once told me that living in fear is no way to live at all.”
“Do- do you really mean that?”
“Of course I do. It’s not going to be easy. But it will be worth it.”
“Thanks, Cheerilee. I knew I could count on you.”
“You’re welcome, Golden.”
It wasn’t long before the two of them passed through the market area of the underground. The stallions there all stared at the mares trotting down the tunnel covered in blood, giving them a wide berth.
Not long after leaving the black market behind, they came to the mouth of the small tunnel where it joined the subway station that acted as gateway between the surface and the underground. Golden took a few steps on her own, the wing she used for assistance lifting from Cheerilee’s back. The two of them turned to walk towards the surface.
“It’s still going to take me a while to get used to this, though,” Golden said. “I can’t just change myself at the drop of a hat. Can- can you help me, Cheerilee?”
“Only if you help me as well,” Cheerilee replied.
“Help you with what? I don’t understand what you could possibly need me for.”
Cheerilee sighed. “I’ve been a vampire for so long, doing what needed to be done, that I got used to death. I had to, otherwise the strain of all my work would have been the death of me. I was always alone in it, except for the Princess. Such was the necessity of the situation. Do you see? I had to protect myself. I had to push it all away. I had to feel nothing.”
“But that’s horrible! How did you make it through?”
“I don’t know. I think the Princess knew more than she ever let on, because she always seemed to say the right things at the right time. She was always there for me, but… I never really let anypony into my life after I became a vampire. Not even Luna, not completely. It made me miserable, I just didn’t realize it.”
There was a short pause before Golden spoke up. “So that’s what you want me to do for you? Help you live?”
“That’s right. I miss the little things. I miss friendship. I want to feel like I have a life again.”
“I didn’t know,” said Golden quietly. “I feel bad that I didn’t see you were so unhappy.”
“I should have said something,” Cheerilee admitted. “I was...afraid to.”
Golden smiled. “I know how that feels. I’ll do my best to help you.”
The frown Cheerilee wore disappeared. “I’m here for you, too.”
They finally took the last steps out of the underground and into the crisp night air. The full moon above them shone brightly, casting the world in a soft light. Together the two of them trotted away from the underground, not particularly caring where they went or how long it took to get there. All that mattered was their companionship. It was a good night to be alive.

The TV news cameras were set up in the royal conference room. The equipment feeds were a little unusual, but the Princesses had arranged it ahead of time. The two sisters sat patiently waiting for the conference to begin. Luna glanced to the side, nodding to a lavender mare who stood near the wall. Cheerilee took a short bow and left the room. The Princesses could handle this from here.
When the technicians were ready, the cameras turned on and Princess Celestia began to speak. “Good evening, our little ponies. My sister and I would like to formally announce that the leader of the Hegemony of Organized Friends has been killed.”
Celestia paused for half a breath to give greater impact to her words. “The nation of Equestria will not stand for terrorism and attacks on its innocent citizens. To that end, we have created a few specialized groups in the military dedicated to combating this threat should it ever appear again.”
Luna took over. “These ponies are highly trained and specialized at what they do. In fact, we have a demonstration. This video was taken only hours ago.”
The camera feed was replaced by overhead infrared imagery. A small group of ponies, appearing as a warm white color against their cold surroundings, had formed up outside a building. The video changed to green and black, from small night vision camera mounted on the armor of one of them.
Luna narrated. “The first assault carried out by these new teams was performed by a Navy unit specializing in Sea, Air, and Land operations. Their first target was the terrorist known as Smiley.”
For the past few weeks, Smiley had been visibly more active. From her public appearances that eliminated more HOOF members, it became quite apparent that she had not actually been killed on video. HOOF propaganda had lost its credibility.
On the screen, the armed ponies started to move. The building’s door was blown off its hinges and the assaulters charged in, attacking the mare who the public had come to recognize as Smiley. The low quality video still clearly showed her being riddled with bullets.
The video cut off and was replaced by a shot of Princess Luna. She spoke calmly to the camera. “Threats to our ponies will not be tolerated. Everypony, you have nothing to fear.”