Amnesia: The Pony Machine

by Darkryt Orbinautz


The Facility: Faces of Madness

“Now, ma'am ...” Ace said as he and his friends backed away, trying to put some distance between them and Fluttershy's dripping fangs. “You seemed pretty reasonable a moment ago. Maybe we can talk this out?”

Fluttershy stopped in her tracks. She appeared entranced by the idea. “That would be nice … I don't like having to use my fangs on sweet, innocent foals like yourselves ...” Her fangs disappeared, retracting into her upper lip.

“Uh, Ace?” Teddy asked. “What are you doing? She's one of Twilight's minions! Her toady! She's not going to reason with us!”

“I don't know.” Sweet Heart said. “She seems nicer than the electric one or Sweetie Belle … maybe we can reason with her. Maybe … maybe we could even make her our ally!”

“Oh, get with the times, Sweet Heart. No pony says “ally” anymore.”

“No pony says “toady” either, Teddy.”

“Both of you, shut it!” Ace said. “Fluttershy and I were trying to talk. Now, Miss Fluttershy, what would it take for you to let me and my friends go?”

“Oh.” Fluttershy put a hoof to her chin. “Well, I suppose you would have let me use the amnesia potions on you three and sent you back to your parents.”

Ace chuckled. “Uh, no ma'am. I mean, what would it take for you to let us go through the facility and try to stop whatever horrors are going on here?”

Fluttershy pursed her lips. Ace could sense he said something which had made her uneasy. “Now, a lot of those “horrors” you're talking about involve some of my best friends, so I can't let you mess with them. But! I could let you stay here, sort of, um, adopt you, I suppose and ...” Fluttershy's mind and voice went spacy and far-off. “Play with you … like … toys. Wonderful toys ...”

“Now wait just a minute.” Teddy stomped his hoof. “Just a few minutes ago, you said you weren't calling us toys!”

Fluttershy appeared to be drifting off into her little world, drooling like some kind of doofus at the thought of making the children her “toys,” for whatever no-doubt unholy thing she was using the word as an euphemism for. Teddy's stomping seemed to bring her back to reality. “What? Oh yes, I did say that, didn't I? Oh, I'm sorry. I don't know what got into me. Sometimes I just think about what Twilight and I do and I just get caught up in all the fun we have.”

Ace seemed to be making progress with Fluttershy. The hanging colt on the ceiling, not dead just yet, began to flail. His fruitless sounds of struggle sent a panic into Teddy, who went into a flight-or-fight response. His choice being to fight.

“You know, seeing what happened to Sweetie Belle and Rainbow Dash, I don't think we want any of that kind of fun.” Teddy said. “You know what? Forget this. Let's get out of here.”

Teddy reached behind him. Despite not knowing what kind of dangers could be present from handling the foreign plants without protection, he grabbed one of the flowers by its pot, lifted it up over his head, and hurled it into Fluttershy's face. The force of Teddy's arch was enough to break the flowerpot against her head, the ceramic shards falling to the floor mixed in with plant stalks and leaves.

“Ow!” Fluttershy stumbled on her hooves, rubbing her head. “That wasn't very nice … why are kids these days so mean?”

Sweet Heart gritted her teeth, guilt tearing at her for Teddy's rash actions. Ace tugged her at the shoulders.

“Come on, we need to go!”

The three of them burst into a sprint, running past Fluttershy and escaping through the rows and rows of potted plants and gardening soil. They were so many of them with their neat organization, it was almost as though they were navigating a dangerous maze.

The blow to her head hampered Fluttershy's ability to register and process events around. But when she recovered and realized the children had gone, she turned after them and held out her hoof. “W-wait!” Fluttershy called after them. “Please don't go! I'm sure we can still work something out!” Dropping down her fangs, Fluttershy began her pursuit of the foals.

“Teddy, are you sure what you did was right?” Sweet Heart said. “I mean, Ace and Fluttershy seem to be reasoning with each other rather well!”

Teddy snorted to dismiss her. “Yeah, maybe. But I don't trust her. She's one of them, Sweet Heart.”

“So? You don't just throw a flowerpot into somepony's head just because you don't trust them!” Sweet Heart replied.

“Oh yeah? Fine.” Teddy said. “Why don't we stop and turn around have a nice chat with her over tea and biscuits?”

The children, even though they should have known better than to stop during a chase, brought themselves to a halt when they heard a disturbing gurgle behind them. They looked around the room to find the source of it and were baffled when they saw it was Fluttershy.

Fluttershy had come to a stop, her cheeks swollen and gurgling with some kind of fluid.

“Uh … are you all right, Miss Fluttershy?” Sweet Heart asked out of her big heart. Fluttershy's answer to spit out a huge glob of … something, which landed in front of their hooves on the floor. It was some kind of brown, sticky mucus and it stuck to the floor.

“You really want to trust somepony whose mouth does that?” Teddy asked Sweet Heart.

“No, not really.”

And so they resumed their flight. They continued down the corridors of the garden maze, turning left and right and left again in a feeble attempt to lose their pursuant. Teddy, like before, got sick of it and decided to correct the situation – his way.

“Hold on.” Teddy swerved away from the group.

“Teddy, what are you doing!?”

Teddy ignored Sweet Heart's surprise and broke into a gallop. He went straight for the flowers and flora decorating the room, ramming his forehead into a potted cactus at full speed. As he was hoping it would happen, the potted cactus full over, knocking into an adjacent plant, which itself fell over. The second plant fell into the next plant in the row, and the third plant fell into the fourth, and this continued through the entire row like a line of dominoes. The plants, through what could only be explained as sheer, unrelenting luck, fell towards Fluttershy and collapsed on top of her, burying her underneath a pile of broken plants and snapped branches and twigs.

“I … don't believe it.” Sweet Heart said. “You did it, Teddy! You actually did it!”

“Oh, gee, you really think so? That means a lot coming from you, Sweet Heart ...” Teddy blushed, bashfully circling his hoof on the floor. He shook his head and cleared his throat. “I mean, of course I did! I'm not lame, like, Ace over here.”

“Now is no time to be picking on me to compensate for your own insecurities!” Ace said.

“Compensate what?” Teddy asked. “I have no idea what you mean by -”

“Quiet.” Ace held a hoof out. “I hear something ...”

“I hear it too.” Sweet Heart perked her ear up.

“Me three.” Teddy said. “It almost sounds like somepony … throwing up? Gross.”

“Oh my goodness. I hope they're okay.” Sweet Heart said. “Vomiting could be a symptom of many things! An eating disorder, food poisoning, or – or -”

Or a determined mare whose biology had been altered by a demented mad pony-witch to expel gushing currents of a green fluid which dissolved matter. A fountain of sickly-green fluid rose burst out of Fluttershy's prison of pots and plants, accompanied all the while by the sound of somepony vomiting. The liquid disintegrated all it touched. It was clear to the children it was some kind of acid. Fluttershy herself soon followed the fountain, emerging from her entrapment. The green acid was leaking, nay, pouring from her mouth. It was dripping down onto her hooves, causing them to sizzle. Fluttershy seemed little bothered by the acid on her hooves. Knowing what kind of alterations had been made to Rainbow Dash, they knew Fluttershy's non-reaction to the flaming acid was something worse than just sheer adrenaline.

Her eyes were focused on the three fillies with a terrible fury.

“You know ...” Fluttershy started, moving her head as she spoke, which caused the acid to go spray everywhere. “When Teddy threw the pot at me, I was willing to give you three the benefit of the doubt. He panicked and acted rashly, that was all. But now … after you drop nearly a third of my garden on me, I realize you're all just TERRIBLE NAUGHTY FILLIES!” Fluttershy's roar was so thunderous as to rock the building around them.

“Come on, run!” Ace encouraged, turning in the other direction and galloping as fast as his legs would carry him. Sweet Heart and Teddy weren't far behind. Fluttershy leaped down from the mountain of plants and ran after them, hocking loogies made of her noxious burning bilge. The foals rotated around positions like cars in a race to avoid getting caught the bile. One spitball of clipped the end of Teddy's tail, burning off its hairs.

“She got my tail!”

“She'll get a lot more than that if you stop! Keep running!” Ace reminded him.

“I see a door up ahead!” Sweet Heart said. Just a few meters from them was a large, steel door. It was covered in deep-red rust, which made it look bloodstained.

“It's our best chance! Quick, everypony, through that door!” Ace ordered them. Sweet Heart got there first and held the door open for them. She squealed at Fluttershy's approach and ducked when Fluttershy spat another spitball at her. It flew over her and hit the wall, giving her time to run around the door and slam it shut.

“There's no way this will keep her out.” Teddy realized.

“Maybe it will. Look.” Ace pointed to a slab of metal in the corner of the room. On the door were metal holdings meant to hold the slab up and bar the door. They did what any reasonable ponies would do and worked together to lift up and put it in place, barring the door shut. They flinched when they heard Fluttershy bang on it from the other side, trying to make it open.

“You know it's just a matter of time before my acid burns through this, don't you?” Fluttershy shouted from the other side.

“She's right.” Sweet Heart said. “We have to keep moving.”

The others nodded and they turned. They weren't quite expecting what they saw next.
The room they were in was a prison room full of crammed jail cells. Each one had at least a half-dozen roughed-up ponies.

“Um ...”

Sweet Heart's innocent stutter caused all of the ponies in the cage to notice her. They began rioting, banging on their cell doors amidst screams demanding they be let out.

“Let us out of here!”

“Get me away from this place!”

“I don't wanna die here ...”

“Calm down, the bunch of ya!” Teddy shouted, trying to be brave. His words had little effect.

“PIPE DOWN!” Sweet Heart bellowed like a mother, which was enough to quell the crowds into silence.

“Well of course!” One of them with the voice of somepony with a chronic smoking problem said. “Anything for a pretty lady like yourself, heh heh.”

“I'm pretty sure I'm, like, twenty years younger than you. Maybe more.” Sweet Heart said, unnerved by him. She examined him and his cellmates further, noting the rough shape of their bodies. Some of them had eyepatches and scars.

“Are you … all criminals?” Sweet Heart asked, reaching the only conclusion she could.

“Yeah, we're criminals!” One of the ponies shouted. “You see that yellow dame in the other room? She and her buddies go through the street regularly, looking for thugs like us to pick off! Like fruit at the market!”

“They figure since we're crooks, nopony will miss us when we're gone.” Another said. “And they ain't half-wrong about that, either.”

“Please, can you get us out of here?” One of them asked. “I swear I'll give my rogue lifestyle if I can just get out of here alive ...”

“I don't know ...” Teddy said. “You're all criminals? All of you? Then how do we know we can trust you?”

“Ya don't, but would ya really leave us hang us out to dry here? I don't think so. You look like good kids.”

“I guess ...” Sweet Heart was going to think it over, but the sound of the acid hissing as it chewed through the door made her lose her train of thought.

“Let me ask you something ...” Sweet Heart said, her eyes still on the door. “If we let you out of here, will you keep Fluttershy from chasing us?”

“Yeah, yeah, sure, anything! Just get us out!”

“Okay.” Sweet Heart nodded. She looked to the door and watched as the acid bore a hole through large enough for Fluttershy to step through safely.

“Now I've got you!” Fluttershy growled at them.

“Uh, Sweet Heart? Shouldn't we be running?” Teddy asked.

“Not yet.” Sweet Heart answered. Fluttershy's mouth bubbled and gurgled as she worked up more acid to spew. She spit out another glob at the foals. Sweet Heart tackled her friends to the ground, allowing the acid to fly over … and hit the cell door's lock straight on, disintegrating it.

“Oh … dear.” Fluttershy mumbled, realizing what was about to happen.

One of the crooks gave the door a light tap, testing it. It swung open and he led them out of their cell. “C'mon, boys! Let's go give this dame her what-for!” He was met with unanimous cheers by his fellow criminals. They spread out of the cell and split into two groups. One charged at Fluttershy, flanking her before tackling and dogpiling on top of her. The other group began banging on other cell doors to free their fellows.

“Oh dear.” Fluttershy repeated as more of the criminals were let out and she was buried under their flying, tackling bodies. “RAINBOW DASH! APPLEJACK! HELP!”

“Does anypony have some rope or something to tie her mouth with?” One of the crooks asked. “That way, she can't use her acid or knock-out potion or whatever else is in her teeth!”


Meanwhile, the foals were making their escape into the next door they saw- one at the end of the hallway. It led them to a staircase which they half-way up when Sweet Heart stopped.

“Is everything okay, Sweet Heart?” Teddy asked.

“Oh, I'm fine.” Sweet Heart told him, looking away. “It's just … was it really right for us to let those criminals out of their cells to beat Fluttershy? I know it was my idea, since you boys are useless at coming up with plans, but still.”

“Hey! I resent that implication!” Teddy insisted.

“She would have drowned us in acid if we didn't, Sweet Heart.” Ace said. “I'll be honest, when we decided we were going to take on this awful facility all by ourselves, we should have known we might have to some … unpleasant things in here to survive.”

“Yeah, but ...” Sweet Heart was interrupted by the presence of a door at the top of the stairs. She was startled when it quickly slid open of its own accord, and two mares stood in the way – a white unicorn who resembled Sweetie Belle, and an orange Earth pony wearing a nice hat. Both of them were wearing the same black cloaks Scootaloo and Sweetie Belle had wore.

The orange raised an eyebrow at them. “Now what are you fillies doing all the way up here, away from your folks?”

“Wasn't Fluttershy screaming?” The Sweetie Belle look-alike said. “Why don't you go down and investigate that while I deal with these poor darlings?”

“Right. Pardon me, y'all.”

“Eh-heh, sure.” Sweet Heart said she moved out of the way to let the mare walk down the stairs.

“Mm, now that's that's done, why don't you three accompany to my quarters for some tea?” The unicorn asked them. She turned around and went into the room, meaning to lead them.

After Fluttershy turned out to be an acid-spewing freak of nature, all of the foals knew better than to trust any mare in this wretched building. They knew something was up, but they decided to follow the unicorn anyway. Unlike other times, mostly during chases, when they did something they knew they shouldn't, this decision wasn't a mistake born of panic. It was a calculated move to increase their chance of survival. After all, she wasn't trying to kill them … yet.

The only questions were when she would, how, and what they were going to do to escape it.

“This way, please.” The unicorn told them, noticing how they were hesitating.

“Of course.” Sweet Heart stepped through the door after them. They were led into a large room, much like the foyer of The Facility they had seen during their tour. They were two stories, one of which had a bridge which they walked on. They were so many doors, it was hard to tell how Twilight and servants managed to keep track of which ones led where.

“Please refrain from sticking your limbs through the railing.” She told them. “Wouldn't want you falling out and going splat, now would we?”

Ace pretended to laugh. “Yeah, we wouldn't want that, would you?”

The unicorn stopped and turned around. “I'm sorry?”

“Er … what?” Ace said, feigning ignorance. “I didn't say anything.”

“Hmm.” the unicorn was skeptical, but she continued on.

“Say, has anypony ever told you you look like Sweetie Belle?” Teddy asked.

The unicorn humphed. “It would be more accurate to say that Sweetie Belle looks like me.”

“Say,” Sweet Heart said, “I just realized you haven't told us your name.”

“I'll tell you when we sit down.” She told them.

“Mmm.” Sweet Heart nodded to accept this. Following the unicorn without much to do, her eyes wandering around the room. She looked to an adjacent hallway and her eyes bugged out of her head. “What is that?”

The thing she noticed had also noticed her and charged out of the hallway. It rose up its hoof and struck Sweet Heart, knocking her door. It was some form of demented, twisted pig, with its skin made of patched-together flesh, with mismatching green, yellow and brown all over it. The patches of skin were connected by stitching, and fat rolls were so heavy on its face as to make it appear as if had no eyes. It let out a distressed, squealing shriek and raised its hoof to strike Sweet Heart again.

“Stop!” The unicorn shouted. The pig did as it was told and turn towards her. “That's quite enough. These lovely children are guests, who I'm taking in for tea. I will thank you not to attack them and to resume your route through the building.”

The pig raised up its snout and snorted at her.

The unicorn's demeanor changed. “I'm sorry.” She marched up to the pig. “What did you say, young man?” She slapped it across the cheek.

The pig grumbled and lowered its head, oinking like it was apologizing.

“Quite right.” The unicorn said. “Now do as you're told!” The pig turned around and went back into the hallway. The unicorn turned them and smiled. “So sorry about that little mishap. Those pigs are darling things, really, but they need to be told what they're supposed to do every now and then.”

“Yeah, sure, no problem.” Sweet Heart fibbed, even though her heart was pounding. Teddy and Ace nodded their heads to agree with, despite having their blood pressure through the roof.

“Oh, what unfortunate timing, too.” The unicorn rued, looking to a door. “If he had been just a minute later, we could have been in my room already.” The unicorn's horn glowed, using her magic to pull the door open. “Come.” She gestured to the open door before walking inside herself.

The children gulped before going inside. The room was dressed in soothing blues and pinks and decorated in a feminine fashion. There were a few mirrors, a wardrobe, and beauty products in the room, giving the sense of vanity. The unicorn sat down at a blue round table which looked perfect for tea parties and gestured for them to join her.

“Now that we're here ...” The unicorn said as she poured a teapot into cups. “My name is Rarity, and I'll be your host this evening.”

“Evening?” Ace said. “I thought we were still in the afternoon.”

“Is it?” Rarity said. “Oh, it's dark and musky around all the time, I have no idea what time of day it is.” Rarity took a sip of her tea. She raised her brow at the children. “Go on, darlings. Drink your tea.”

Sweet Heart leaned over the table, looking into the cup. It didn't appear to have any dead giveaways, like tea leaves making a skull or weird glows, but she still was sure it wasn't anything she wanted in her body. It was poisoned, she would bet. “No.”

Rarity glared at them. “Drink your tea.”

Sweet Heart crossed her legs, remaining defiant. “No.”

“Don't you children know … how incredibly rude it is to turn down a host's gracious offerings of beverages?” Rarity's eye twitched.

“We're not drinking this tea until you tell us what's in it.” Ace said. “Because we know you did something to it.”

Rarity sighed. “Fine. It has a bit of amnesia potion in it. You'll drink it, it'll knock you out and wipe your memories of this place, and then we'll dump you on the streets.” Rarity growled at them. “And if you're lucky, maybe your parents will find you before somepony else does. Now drink your tea!”

“Why would we do that after what you just told us?” Teddy asked.

“Because ...” Rarity snarled. “I am the one in control of the situation here, and you don't want to test me. Or would you prefer I call one of those pigs back up and have them rip you limb from limb?”

The children shrunk into their chairs.

“There we go. Good boys. Now drink it.”

Sweet Heart gulped. She held the teacup up, her hoof shaking with uncertainty. If she drank it, she wouldn't remember what was going down in The Facility and wouldn't be able to reveal to the world. If she didn't, Rarity would have them killed by those pig-things. She observed the tea, noticing the steam rising up from the cup.

This gave her an idea.

“Hey ...” Sweet Heart whispered. “Do you see this?” She gestured to the steam.

“Yeah, it's hot. So what?” Teddy said.

“So ...” Sweet Heart gestured to Rarity.

“Oh.” Teddy and Ace caught onto her meaning.

“One three … one, two … THREE!” Acting together, the three of them tossed their cups up, splashing Rarity's face with the hot tea.

“Oh!” Rarity groaned, shaking her head to flick the liquid off. “You filthy little brats -!”

The three of them didn't waste any time to let Rarity get her bearings back. Putting their teacups back on the table, they turned around and bucked them the cups into Rarity's face. The cups shattered into her muzzle, getting shards embedded all over her skin.

“Ugh!” Rarity groaned. Using her magic, she opened a drawer and pulled out a handheld mirror. She held it to her face. “After I pick all of these shards out of my face, you three are going to get it! Ow.” She muttered as she plucked on piece from her skin, allowing to freely bleed. “Oh, I don't wear the shards look well … or the blood.”

While Rarity was distracted with her appearance, the children ran out of the room. They didn't stop to catch their breath, looking for for which to go. Remembering about the monstrous pig in the direction they came from, they ran down the other way. They didn't get far before a hoof burst out of a door and grabbed Teddy by the tail.

“Woah!”

“Teddy!” Sweet Heart and Ace went to help their friend as he was helplessly pulled into the room. They followed inside and were met with a brutal sight. The room was covered in shelves, and each shelf had a knife block on them for storing the sharp silverware. Teddy himself was being held hostage by a bright pink, poofy mare holding a knife.

“Oh, whee!” She said. “This will be so much fun!” Just before she ran the knife through Teddy's hoof.

“Aaa!” Teddy

“Teddy!” Sweet Heart said.

“You crazy …”Teddy muttered, holding his hoof to stop the bleeding.

“That's what they tell me!” She said, in the cheeriest voice imaginable. “Now it's your turn!” She handed the knife to Teddy.

“Um, what?” Teddy said.

“It's your turn!” The pink pony repeated. “We're playing a game, see? It's been of my favorites. I call it “Knifey-Wifey Stabby-Wabby,” where we each take turns stabbing each other! And it's your turn!”

“Oh, okay.” Teddy said, pretending he understood the crazed logic behind such a game. He raised the knife over his head and aimed for her chest.

“Ah-ah! Wait!” The pink one said. “There are certain rules. No stabbing anywhere vital. So eyes, face, mouth, heart, stomach, liver, and kidneys are all out! Just legs, flanks, and tail only.”

Teddy, angry at the mare for stabbing him, didn't think about what he was doing. He just did what came to him and ran the knife through her leg.

“Yes!” She cheered and clap before yanking the knife out of her leg. The bleeding didn't seem to bother her. She noticed Sweet Heart and Ace in the doorway. “Oh, I didn't see your friends there! Come on in, take your turns!” She gestured the knife at them.

“Eh, sure.” Sweet Heart stuttered, too afraid to say no. The pink pony gestured for Teddy move and bounced towards Sweet Heart, giving her the knife. The pony sat down on her haunches in front of Sweet Heart, smiling while she waited for Sweet Heart to stab her.

“What do I do?” Sweet Heart whispered. “I know she hurt Teddy, but I don't want to stab anypony ...”

“Stall! Make something up!” Ace responded. “Don't worry, Teddy and I will think of something!” Ace began hunting around the room for something to help with their situation.

“I'm waaaiting ...” The pink one told Sweet Heart with a dangerous note in her voice.

“Um ...” Sweet Heart stumbled, trying to buy time. “Actually, could you turn around? I think I want to stab your flank ...”

The crazy mare giggled. “Sure!” She got up and turned around, presenting her Cutie Mark for stabbing action.

“Um, no, wait. I think I want to do it in the front.” Sweet Heart pretended to change her mind.

“Okay.” The mare turned around again without any complaints.

“Er, no, wait. The flank, yeah.” Sweet Heart said.

“Make up your mind, will ya?” The mare said as she turned around again.

Ace and Teddy know the crazy mare wasn't going to buy Sweet Heart's act forever. They needed to do something, and fast. Ace pointed at one of the shelves full of knives.

“How's that going to help? We already know she doesn't react to stabbing.” Teddy whispered.

“We're not going to stab her, moron. Come on. Get on the other side.” Ace told him. They went to the sides of the bookshelf and grabbed it with their hooves. Taking in deep breaths, they heaved and ho'ed as rocked the shelf back and forth.

“Could you turn around again?” Sweet Heart asked.

By now, the mare was catching on. “You know what? I'm starting to think you don't even WANT to stab me! We can't play the game like that!”

“O-oh, n-n-no?” Sweet Heart stuttered, breaking into a sweat. “Well, maybe it's – it's a stupid game and it needs improvement!”

The crazy mare gasped. “You take that back!” Sweet Heart didn't have to, as Ace and Teddy succeeded in pushing the shelf over, sending the knives flying out and dropping the shelf and all of its heavy knife blocks onto the mare, pinning her. “OOF!”

“Move, move, move!” Ace shouted. He and the others hightailed it out of there while the crazy mare struggled to lift the shelf off her. They closed the door behind them. Sweet Heart wiped the sweat off her brow.

“Goodness, what were we thinking when we decided to come here?” Sweet Heart said. She curled up on the floor and stroked her tail. “I want to go home ...”

“Hey. Hey.” Ace poked her in the shoulder. “You can't have a breakdown now. We've already come so far. Besides, it's not safe for us to stay in one spot. Who knows how far along Rarity is and how long that shelf will hold that other pony down.”

Sweet Heart sighed. “You're right.” She got to her hooves and heard a sound of something being dragged across the floor. “Do you hear that?”

“Yeah, but … what it is?” Ace asked.

“Down there.” Teddy pointed at the bottom floor. The three of them laid on the floor and watched for threats. The orange pony from earlier and Fluttershy were moving across the floor. The orange one had a bloodied axe hitched to her side.

“Thank you so much for helping, Applejack.” Fluttershy said. “I would have been able to get them myself, but they managed to tie my mouth up before I could spit something at them … I hope I wasn't a burden ...”

“Aw, shucks, Fluttershy. Don't talk like that. All of us have an off-day now and then.” The orange mare, Applejack responded. “Mind, I don't think Twilight's going to appreciate feeding all of these guys to The Machine at once. You know how much she hates it when we have to go off-schedule.”

“Hopefully we can make it up to her.” Fluttershy said. As the two of them moved along the floor, the children saw what was making the scraping sound. It was the criminals from the cells, all of them dead. Their corpses were tied at the neck to make easier to move them all at once. Sweet Heart saw the one who said he'd give up his criminal life if he could just get out alive.

“Oh no ...” Sweet Heart murmured to herself. “That poor colt ...” All three of them began to cry. They may have seen some horrific things in The Facility so far, but none of them quite compared to seeing the motionless corpses of victims who been slaughtered like lambs.

“Are these the ones?” A cold, emotionless voice said behind them, causing all of them to snap up. Twilight Sparkle and Rarity were on the bridge with them. Rarity had cleaned her face off and Twilight looked much different. She didn't appear to be an old mare and she wasn't using her walker. In fact, she looked quite youthful, but her expression was cold and blank, like some kind of machine.

“Yes, these are the ones.” Rarity said.

Twilight narrowed her eyes at them. “Well, well … I remember you three. You were in the tour today. Don't you ever learn your lesson? We told you to stay out.”

“Well, maybe we haven't learned our lesson.” Teddy said. “But we have learned you're all kinds of horrible monster, and we're gonna stop you!”

Twilight seemed amused. “Oh, really? And how do you intend to do that?”

“We'll figure it out! … Right after we run away from the both of you.” He, Ace, and Sweet Heart dashed in the opposite direction.

Rarity moved to chase after them, but Twilight held her leg in front of. “No. Let them go. They won't get far.” Twilight reached into her clothes and pulled a large gem. A round, spherical orb with a jade color and smooth surface. Twilight gripped in her magic, which triggered something from it.

A horrible, hellish roar echoed through the building. It was demonic. It was draconian. It was paradoxical, sounding high and low, quiet and loud all the same time. Whatever it was, it sent Ace, Teddy, and Sweet Heart into a panic unlike any they had felt before. Their minds became unable to focus on any other concept beyond just “run.”

Throughout the building, some kind of fleshy substance materialized out of thin air. It covered the floor, the walls, the ceiling. It was red and stringy, stretching like spider webbing. Ace, Teddy, and Sweet Heart didn't even want to think about what it was made of, but even if they, they couldn't in their frenzy of fear.

“Are you sure that'll be enough to corral those three?” Rarity asked Twilight. “They've escaped Rainbow Dash, Fluttershy, myself ...”

“It'll be enough.” Twilight answered. “Trust me. It'll be enough. They'll find somewhere to hide and then … well, it'll just be a game of hide-and-seek.”


The children kept running, They were lucky they were moving so fast, as more than once, they were almost the victim of a pig-thing's swiping reach. After they had been running for what felt like months, the hellish sound Twilight produced quit ringing in their ears and they began to calm down and quit running.

“Owww ...” Teddy groaned, holding his ear. “What was that?”

“I don't know.” Ace said. “But whatever it was, it wasn't … natural.”

“Um, guys?” Sweet Heart pointed. “May not want to stop just yet. Twilight's probably looking everywhere for us?”

“Oh, hmm. What to do?” Ace looked around the hallway. He saw a trashcan and an air vent in the wall. “This doesn't like the best place for a trashcan.” He observed, regarding the trashcan.

“Don't look a gift horse in the mouth!” Teddy said. “We can use the trashcan to climb up and escape into the air vent! We can stand on each others shoulders and climb in.”

Sweet Heart examined the vent. “Are you sure it's big enough? Besides, I'm pretty it's screwed shut.”

Teddy mocked her. “'Besides, I'm pretty sure it's screwed shut' – I'M PRETTY SURE if we don't do something, those pigs will eat us!”

“But how are we going to unscrew …?” Sweet Heart gestured with her hoof, allowing her to notice she still had the knife from the one pony's crazy game. “Oh, the knife! We can use the knife to unscrew it!”

“Are we sure that will work?” Ace asked.

Teddy glared at him. “Do you have a better idea?”

“Eh, not really. Let's do it.”

Ace pushed the can so it would align with the vent. Being the most fit physical of them, he got on the can first, with Teddy up next before Sweet Heart took the top. Sweet Heart wedge the tip of the knife into the divots of the screws. She wiggled and jiggled as she try to get the incorrect combination of tools to work. With some fiddling, she was able to twist the first screw out.

“Yes!” Sweet Heart cheered, catching the screw in her other hoof.

“Don't celebrate yet!” Ace shouted. “The pigs will be coming any second. Keep unscrewing!”

“I'm on it.” Sweet Heart resumed her work, going after the next screw. It took a few minutes, but she managed to remove them all. Removing the grate and setting it down inside the shaft, she climbed in. She reached out and pulled Teddy up by his hooves. Ace clung to Teddy's hind legs so he would be pulled up with them.

“I hear them coming!” Teddy shouted.

“Everypony, lie down!” Sweet Heart instructed.

They spread themselves as thin as they could on the ground. Sweet Heart picked the grate and held it against the end of the vent in the hopes it would hide the fact it'd been tampered with. She peered through the gaps in the vent to see Rainbow Dash and a half-dozen pigs marching through the sector.

Rainbow Dash clambered around on her uneven hooves. She froze and began sniffing the air. Sweet Heart bit her lip, hoping Rainbow Dash wouldn't be able to smell them out.

“They've been this way.” Rainbow Dash concluded. “Come on!” She directed the pigs to follow her as they went further down the hall. Sweet Heart breathed a sigh of relief, but Twilight Sparkle and Rarity followed behind them, stopping in the hallway. Sweet Heart whimpered, fearing they would discover her.

“Twilight, darling, are you sure this is ideal?” Rarity asked. “I'm not so sure this is the best way to catch them.”

“Perhaps not, but it's one way.” Twilight said. “With The Shadow as my friend, it will be easy to induce soul-rending terror in those foals. They'll run around like chickens with their heads cut off, and you know what a chicken with its head cut off lacks?”

“What does it lack, Twilight?”

Vision. Without its head, it contains no eyes to see. Sooner or later, it will bump into something. Just as those foals will bump into something ...” Twilight pounded her hooves together. “Besides … they'll not be able to fight The Shadow. Not unless they can find Mandus. You've read his journal, Rarity. You know how willing Oswald would be to fight.” Twilight smiled a haughty smile.

“I do believe you're right, darling. Let's keep looking. I believe Rainbow Dash has this hall covered.” Rarity and Twilight both left the hall from the other direction.

Sweet Heart wiped her brow for sweat. “Whew! For a second there, I thought we were done for.”

“Yeah. Let's just … sit here and pray to Celestia someone comes to rescue us. We can feed off the rats scurrying around.” Ace said. “I don't want to do this anymore.”

Sweet Heart comforted him, patting him on the shoulder. “None of us do, Ace. But if we don't, who will?”

“Sweet Heart's right.” Teddy said. “We started this job. We have to finish it.”

Sweet Heart looked around. “But I think we can take a rest for a moment. We should be safe here.”

Teddy raised his hoof to support the idea. But raising his hoof showed the cut he had sustained from the knife.

“Oh, Teddy … your blood's slowing down.” Sweet Heart said. “Don't you feel faint?”

“Nah.” Teddy said. “I feel fine.”

“Teddy, losing blood can be a big deal!” Sweet Heart said. “We need to get you some medical help.”

“I'm fine.” Teddy said.

“Teddy, you're not pretending to be tough to impress me, are you?” Sweet Heart asked. Teddy bit his lip and looked away.

“Come on.” Sweet Heart got to her hooves, but she had to crouch down to move. “Let's see if we can find an exit and some medical help.”

Teddy and Ace nodded, getting up with her. They trotted through the shafts, their footsteps echoing inside the tiny, constrained space. Each step made them fearful of discovery by a sharp-eared pig or Twilight's more observant minions. The tight space began to eat away at their oxygen levels, limiting how well they could breath. It also became cramped. The close proximity of their bodies shifted their body heat out, making the three of them uncomfortably warm.

“I see a light up ahead!” Ace shouted. “Light means good things, right?”

“Normally.” Sweet Heart said. “Let's hope that's the case here ...” She reached through the shaft and began using her to knife to unscrew it. After removing them all, she pushed the grate and climbed out first. She lost her grip and fell.

“Sweet Heart!” Teddy shouted. A thump followed.

“I'm okay!” Sweet Heart shouted. “The fall wasn't enough to hurt me … ow, ow … hurt me MAJORLY, anyway. Come on down!”

Teddy and Ace looked to each other, both wondering if maybe Sweet Heart had lost her mind. Deciding she (probably) hadn't, they jumped out and landed on top of her.

“Not on me!” Sweet Heart complained as she rolled the two of them off her. They stood up and brushed themselves off before taking an examination of the room.

“Where are we?” Sweet Heart asked. The room was small and decorated with a sense of inconsistency. There was a desk with vials in it, papers, and a ceramic pig. On the wall were various posters, including a “My, Myself and I” and “Hang In There!” kitten poster. There was also a black and gold tribal mask in the shape of a pig.

“H-hello?” A soft, stuttering voice greeted them.

The kids all screamed and jumped backwards. Twilight Sparkle was rising up from behind the desk. She looked different again. Last time they saw her, she appeared calm and in-control with not a hair out of place. Now, she looked rattled, unable to keep from shivering, and with her mane splaying everywhere.

The children screamed and ran around the room like the headless chickens Twilight compared them to earlier.

“N-no, wait, please calm down!” Twilight insisted. “I'm not going to hurt you!”

This caused the children to stop and stare at her. “You're not?”

“No! Not - not me, anyway.” Twilight said. Her horn lit up and she pulled out a kettle and cups. “Can- can I offer you some tea?”

The children exchanged glances with each other.

“I don't know.” Sweet Heart said. “We've had some bad experience with tea recently ...”

“Oh my.” Twilight said. “You did, didn't you? I don't think this batch has any poison or anything in it … I'll check.” Twilight poured a cup and sniffed it. “It doesn't smell off … ooh, maybe I should boil another batch.”

“Uh, wait.” Sweet Heart said. “Why are you are not trying to kill us like you were before?”

“Oh, well. Like-like I said, that wasn't me. It wasn't me-me. Um, I should explain. I-I have something called Dis-Dissociative Personality Disorder. It, um, means I have multiple personalities inside my head and they can change at random or in responses to certain stressful triggers. My, um, most, um, dominant personality is the one that wants you dead. But don't worry, you're safe with me!” She flashed them a smile as she tried to assure them. “Um, I think. As long as I don't change into her at any point. In fact, I think I'd like to ask you foals a favor.”

The three of them looked to each other. They were sure Twilight was just buying time while waiting for somepony to burst in and chop them with an ax, but they were interested in hearing her talk. “Favor?”

“Y-yes. See, I want all the bad, bad stuff that's happening in this facility to stop as much as you three do.” Twilight said. “There's something in the garbage … something that's been kept away from me because, if I had it, I could end it all. I want you to go into the dumpster behind the building and retrieve it for me.”

“How will we know what it looks like?” Sweet Heart said.

“I'll give you picture.” Twilight said. “It, um, actually, it got … dissembled. So really, I need you to find the parts for it and bring them to me so I can put it back together. Then, the Facility will shut down and my – I mean, other me's reign of terror will be over.”

Teddy crossed his hooves. “How do we know we can trust you?”

Twilight cocked her head at him. She examined him as if she was going spacy. “You have a bad cut on your hoof.”

Teddy rubbed the wound. “Yeah, no thanks to your friends.”

“I'm sorry. Pinkie Pie hasn't been herself lately ...” Twilight said. “But here. Please, let me … as a show of good faith ...”

“What are you talking about?” Teddy asked, frustrated with this Twilight's inability to string together a sentence. She lifted Teddy up with her unicorn magic and brought him to her. She pulled out supplies from her desk and applied some anti-bacterial salve to Teddy's wound before wrapping in gauze and setting him back down.

“There.” Twilight said. “That should help. It won't replace the blood you lost, but I'm sure a few good meals will fix that.”

“I don't believe it.” Sweet Heart said, Taking Teddy's hoof and observing it. “She fixed it, Teddy! She fixed it!”

“I hope that's enough to convince you.” Twilight muttered. “So, will you help me?”

Sweet Heart nodded, convinced by Twilight's healing of Teddy. “We will.”

“You will? Oh, thank you so much!” Twilight pulled a paper and a red marker and drew on the former with the latter. “Here, take this. It's a map of the ventilation system. Follow the path I've outlined in red, and it should take you straight to the dumpsters. Good luck.”

“Uh, Sweet Heart?” Teddy said. “Do we maybe want to talk about this? I mean, this mare did just admit to being crazy.”

Footsteps echoed from outside the door. “Twilight? Are y'all okay in there?”

“There's no time for you to discuss now!” Twilight said. She lifted them all up with magic. “Quickly, through the vent! Hurry, hurry!” She levitated each of them into the vent to get them out of sight before her friend came through the door.

“Twilight?” Applejack asked as she opened the door.

“Yes, Applejack?”

Applejack took her hat off her head and placed it in front of her chest. “I just wanted to make sure you were all right.”

“Why wouldn't I be, darling?” Twilight asked, holding a mirror in front of her face. She bounced her hair. “Oh, my mane is such a dreadful mess.”

“Well, it's just ...” Applejack spoke quietly, as though she was afraid of her own words. “Have y'all taken your meds today?”

Twilight didn't appreciate Applejack's question. She placed the mirror face-down on the desk. “Now, Applejack, you know how those dreadful medications make me feel … they make the voices in my head go away, and it's all so quiet and dull and I don't like it!”

“Yeah, okay ...” Applejack nodded sadly. She put her hoof on the door. “Ah'll … come back to check on ya later, okay?” Applejack left through the door while Twilight went back to admiring herself.


“All right, now that we're safe for the moment ...” Teddy said. “Sweet Heart, are you sure want to trust Twilight? The same Twilight who's tried, through her minions, to have our memories wiped or just plain killed?”

“I believe her when she said she was suffering from a multiple personality disorder.” Sweet Heart said. “I don't think the same Twilight you're talking about would have fixed and nursed your hoof like she did.”

“Unless she wanted something.” Teddy said.

“That “something” being the end of The Facility?” Sweet Heart replied. “I don't think that Twilight … that Main Twilight would want to end her own Facility, while … “Other” Twilight clearly wants it to shut it down.” Sweet Heart fiddled with the map “Other” Twilight had given them. “Let' see, according to this map Twilight gave us, we want to take … this way.” Sweet Heart turned to lead the group through the tunnels of the vent. Once again, the sounds of their hooves on the metal led them to fear discovery, but they managed to reach Twilight's intended goal for them without any encounters. They came across a grate with a smell emitting from it.

“Oh, ugh.” Teddy waved his hoof in front of his nose. “What is that smell?”

“Twilight did say she wanted us to go through the garbage ...” Ace mumbled. Sweet Heart worked on the grate using the screwdriver Twilight had given them. With an actual screwdriver instead of a re-purposed knife, the grate came off much sooner and more smoothly. Sweet Heart grunted as she bucked the grate and stuck her head out.

“Oh dear." Sweet Heart said. “This isn't going to be pleasant.”

“Why?”

“Just … hold your nose.” Sweet Heart said. Sweet Heart pinched her nose and hurled herself out of the vent. Ace and Teddy though she might have gone crazy, but followed her lead. They landed safely, though uncomfortably, on the trash bags of an open dumpster.

“Oh, ugh!” Ace stretched his hooves, disgusted with the filth on them.

“That's what I said!” Teddy crossed his arms, indignant are being parroted.

Ace shook his head. “Yeah, it smells. But we need to get that … that thing Twilight wanted. What was it?”

“Uh ...” Sweet Heart fiddled with the map. “She said she'd give us a drawing and that it was in pieces. Did she give us a drawing? I don't remember her giving us the drawing.”

“Augh!” Teddy exclaimed. “I knew we shouldn't have trusted her!”

“Wait.” Sweet Heart flipped the map over. “There is it! The drawings are on the back. That's clever.” There were more illustrations than drawings, with a high amount of detail for numerous bronze pieces.

And they had to find all of them. Every last, tiny, piece in this smelly old garbage.

Teddy sighed. “Let's start.”

Taking in deep breaths, Teddy and Sweet Heart went dumpster-diving while Ace climbed out and went into the adjacent dumpster. They kept at it for as long as they could, and it was awhile before Sweet Heart emerged with even just one of the bronze pieces. She burst out of the dumpster and tossed the piece to the ground outside of the dumpsters in the hopes that would be a safe place for it. Sweet Heart looked over the illustration to see which piece it was and made note of it. They kept digging, occasionally having to resurface for air and a break from putting their noses right next to the source of the obnoxious gunk. They would be soo covered in grime and mess when they were done.

They were nearly finished, only needing a few parts more when they froze at the sound of a window opening.

“HEY!” They recognized Applejack's shouting. “Who's down there in the trash?”

“Hold still.” Sweet Heart whispered.

“Don't have to tell us twice ...” Teddy muttered.

Applejack glared from the window. “Darn raccoons … Ah'm gonna have to have Fluttershy talk to you and get you to go through somepony's else trash.” Applejack went back into the building and closed the window.

“Keep digging.” Sweet Heart said. “We have only a few more parts left!” It was a long, grueling process, but they succeeded, tossing their gains into Sweet Heart's pile.

“That's everything.” Teddy said. They looked at the pile of parts. Cylinders and tubes were scattered around.

“What do you think it is?” Sweet Heart asked.

“No idea.” Ace said. “But let's get it to Twilight. Maybe she'll explain it to us”


They made it back to Twilight's office without much hassle, praying she would be the “right” Twilight when they came in. To their relief, she was, with her hair frazzled and her body jittery.

“Oh, yay!” She greeted them, helping them down from the vent. “You got all the pieces! Oh, I'm so happy! How can I ever repay you?”

“Well, you could tell us what it is, for starters.” Ace suggested.

“Oh, I think you'll see soon enough.” Twilight said. She levitated the pieces into the air and began assembling them together one by one. “This is going to take awhile, so are there any other questions you have I can answer?”

Teddy, Ace, and Sweet Heart looked to each other.

“Oh, where do we start?”

“I'll go.” Sweet Heart said. “Who's Oswald Mandus, and what's The Shadow?”

“Oswald M-Mandus?” Twilight parroted. “Oh, Mandus! Dear Mandus, innocent Mandus, trod and beaten and betrayed … he was a business partner to the other me for awhile. He was one of a small handful of ponies who knew about The-The Dark Shadow of The Orb, w-who other me has some control over using her Orb. You shouldn't have to after I'm done here, but if you want to fight other me, you need Oswald Mandus' help.”

Sweet Heart nodded.

“What's with Sweetie Belle? And Fluttershy spitting acid and all those other things the … other Twilight did to them?” Ace asked.

“Oh, That.” Twilight took her focus away from them to make sure all the pieces of the device were going in the right place. “Well, when Twilight – I-I mean, other me, first found the Orb a long time ago, it … affected her. It made her ...” Twilight looked around the room, as if fearful of her other self listening. “Kind of crazy.” She whispered to the foals. “So she cut up her best friends and sewed them back together using her knowledge of biology and science. She wasn't content with that, so she started experimenting with them, toying with their insides and altering them into the undead things you've seen today.”

“Uugh!” Sweet Heart spat her tongue out in disgust. “How could sompeony do that to her own friends?”

“Well, like I said, the Orb made her craaazy. Anything else?” Twilight glanced at the device with glee.

“What's with the pigs?” Teddy asked. “They were those pig-things in the hallway, there's pigs in your office … what's with all the pigs!?”

“Oh, well, see … my other self seems to have developed an obsession with pigs. She thinks they represent the true form of a criminal.” Twilight explained. “You know, she captures criminals and takes them to The Machine? The Machine cuts them up and she sews them back together in the form of pigs.”

“What!?” The foals screamed in unison.

“So all those pigs we saw …” Teddy froze. “They were ponies once?”

“Oh yeah. You know about the Greek myth of Circe? Thought pigs represented the true form of the male gender? Well, other me thinks that, only replacing “males” with “criminals” and with more sewing and cutting and unholy zombies and less magic.” Twilight said. “Speaking of other cultures, you know what else is fascinating?”

Twilight completed the assembly of the parts they had given her. It was only in its complete form did the children see … it was a gun. A gun with a barrel and a trigger, ready to blow their brains out if she turned it on them.

“This old game, called Russian Roulette.” Twilight said. She produced and loaded a single bullet into the gun. “Let's take a turn, shall we?” Twilight levitated the gun and pressed it against the side of her head.

Applejack burst through the door, her eyes wide with panic and her hoof reaching out.

NO!