//------------------------------//
// Chapter 5: Whatever you do... 
// Story: Agent Con Mane in Nightfeather (to be rewritten) 
// by Fairytail 
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	The dark bulges of the clouds boiled and swirl like a brewing cauldron. Joe was now deep into the uncharted bowels of the cloudscape, stumbling his way through the thickest cluster of clouds encountered yet. The moon had long since been consumed by the dense thunderheads and a thin veil of mist danced in the spaces between the billowing darkness.
Joe flew cautiously through the darkness. There was no danger in colliding with anything, and he had the watch the guide him, but still his instincts kept him from flying faster. As the spidery mist parted, the looming figure came into view. Sitting atop a spire of swirling, dark clouds, rested a large structure. Various stacks, black as ebony, shot out from the flat roof and large rusty pipework jutted out from the sides and pointed down towards the earth below. No smoke or clouds rose from the chimneys. No rainbows or pleasant drizzle dripped out of the corroded pipes. Yet Joe could recognized the structure for what is was. It was a weather factory, abandoned and forgotten.
The peeling paint revealed the rough metal work beneath. The dilapidated windows were devoid of glass and hastily boarded up. The whole structure was a gravestone-- a monument of its former glory. Joe could not begin to fathom why Nightfeather would be hiding within such grotesque squalor. However, the Lunar Guard Captain’s presence was clear. His chariot was parked just inside the twisted, rod-iron gates. Dim light crept from the paneless windows and caught the mist like dust, dancing in the beams.
Joe landed as softly as he could on the cloud floor which had been magically augmented to be as hard and stiff as concrete. The walls of the structure were crafted from similar material and, although the architects did the best they could to emulate the natural flow of a true cloud, the shape of the building looked crude and disfigured. The echoes of Joe’s crackling hoofsteps chilled the air. The front door of the factory was fastened by chains welded into the cloudcrete. ‘Condemned’ read the bold, red typeface.
Joe looked around to decide on the best point of entry. During his recon, he noticed movement in the corner of his eye. A Lunar Guard Batpony appeared on an upper balcony. His eyes were bright and yellow as he surveyed the area below. Joe pressed against the wall in hope of avoiding the Batpony’s magical gaze, which was specifically augmented for seeing in the dark. The guard, satisfied, moved on to the next stage of his patrol.
Joe continued to look for an entry point. He saw his opportunity in the form of a window on the second floor. No light flickered on the other side of its shambled boards. After making sure no guards were in sight, Joe levitated the boards off of the window and flew into the darkness.
The cold blackness smothered him. The cloudcrete floor chilled his hooves and he clutched his jacket tight against his body. Each hoofstep reverberated through the metal machine work in a haunting melody. Joe lit his horn and examined the room. It was full of rusty gears, worn conveyor belts and broken pistons. Pipework ran across the ceiling and walls. several corroded holes in the pipes were stained with either dried up rainbow or stale snowflakes. One large metal canister-- perhaps some sort of boiler-- was ruptured and the surrounding area was charred black by rogue lightning strikes. As Joe continued to trot cautiously across the dead factory, a wetness splashed his suit sleeve. Joe looked down partially expecting to see his hoof standing in a puddle of blood. Instead a tiny rain cloud weighed down by too much water had fallen to the floor. Joe cursed his own paranoia.
A hollow bang caught Joe’s attention. A strip of light flashed from underneath the door leading out of the room. The thought of getting out of the room was more than enough of an incentive for Joe to investigate. He leaned his ear on the door and could hear voices on the other side, though he could not make out what they were saying. Joe pulled the heavy metal door open slowly and flinched in pain when the metal grinded on its ancient hinges. After being frozen in panic for several moments, Joe realized that nopony else seemed to hear it. He cautiously stuck his head out of the door and looked around. The door led to an upper catwalk that overlooked a large warehouse. No Lunar Guards were stationed on the catwalk and so Joe slowly crept his way through the door, bent down low, and peeked over the railing.
“Beautiful isn't it, Lieutenant?” proclaimed a familiar dulcet tone. Joe could see Nightfeather below, his hooves outstretched in theatrical admiration. He was surrounding by several Lunar Guards all standing at attention. Larry hovered nearby as well. Next to Nightfeather stood another Pegasus. She was clearly a mare, but besides that Joe couldn't determine anything else. Her entire body was covered from head to tail in a skin tight flight suit. Joe had seen very similar flight suits worn by the Wonderbolts in Canterlot. This suit was entirely different though. Instead of majestic blues and golds, this suit was patterned black and purple. Angry looking yellow goggled covered the mare’s eyes. Her only distinguishing feature was the shock of burning orange mane that spiked out of the headpiece.
“Not exactly the word I would use.” replied the mare in the flight suit. Her voice was rough and blunt. “What is it?”
Joe then looked at the strange contraption the two ponies were looking at. In the center of the warehouse was a massive machine shaped like a ring standing on its side. Two antennae poked out of the top of the ring. From the machines base was a myriad of tangled wires that spread across the floor and into all directions. Some of the wires connected to what looked like an operating table onto which a pony could be strapped to. A bizarre helmet was connected to the top of the table. The other wires ran beyond Joe’s line of sight.
“I call it the Dream Gate, my dear!” Nightfeather said with heightened pride. “The most ingenious creation ever devised by ponykind! My life’s work, you can say.”
It was impossible to tell what the masked pony’s reaction was, but her voice sounded dubious. “Dream Gate?”
Nightfeather circled the ring and admired it from every angle. “A magical device designed to tear apart the very fabric of reality! With it, one can step into a world where no mortal has ever before tread: The Dreamscape!”
The mare tutted, “Enter the Dreamscape? But only Princess Luna--”
“Do not concern yourself with Her Majesty, Lieutenant. The more powerful my machine becomes, the more her power will fail her. I can assure you that Operation: Moonfall will be a complete success!”
The female Pegasus approached the Dream Gate machine and scratched her chin. “How do I know this thing even works?”
Nightfeather chuckled. “I should think the proof is fairly obvious.” Nightfeather turned his head and directed the Lieutenant’s gaze to the corner of the room where Larry was floating. The Nightling creature hissed and sizzled.
Joe could hardly believe what he was hearing, but that didn't matter. He now knew that Nightfeather was indeed tampering with the Dreamscape and he knew where he was hiding. His mission was over. All he had to do was report to Princess Luna and tell her where to find the factory. She could then take care of everything. Joe quietly slunk back into the dark assembly room he first entered. He made sure nopony could see him and then he unfurled his wings. He could see the window he entered through clearly in the darkness. He took off and flew straight toward the window.
But before he could reach the window, Joe collided with something in the darkness. The impact caused Joe to tumble back to the cloudcrete floor. He grasped at the object and took it down with him. Whatever it was, it was alive and wrestled against him. Joe overpowered the creature and rolled it into the spot of moonlight from the window. He pinned it to the ground and threatened it with the glow of his horn.
“Move and you're dead!” Joe commanded in a hoarse whisper.
“Let me go!” cried out a female voice, “Ow! Ow, my wing!!”
Joe took a step back as he examined the pony in the moonlight. Stormwalker winced in pain as she massaged her wing, the very one that Joe sprained earlier.
“You!?” Joe barked, “What in Celestia’s name are you doing here!?”
“I want to kill him!” Stormwalker cried out. Tears puddled her eyes.
“Kill who?” Joe kept his horn aglow and ready.
“Nightfeather!”
“Why?” he didn't let up his interrogation.
“I want him dead! He killed my sister!”
It all came together in Joe’s mind. He knew the familiar colors of her coat and mane were no coincidence. Then there was the saddlebag that bore Flitter’s Cutie Mark.
“So you’re Cloudchaser.” Joe commented, remembering the name that Flitter told him. At the sound of her real name, Cloudchaser reared back in shock. “I knew your sister Flitter. I know how she died at Twilight Beach.”
Cloudchaser’s face was flushed in anger and contorted in confusion. She clutched her head tightly with her hooves. “No you don’t!” she screamed, “Let me go!”
Joe held her head and forced her to look at him. “If you want to kill him, why’d you fire a lightning bolt at me?”
“I wasn't! I was aiming for him!” she screamed in terror.
“Well you’re a lousy shot!” Joe yelled loudly. A blinking red light and a wailing alarm made Joe realize just how loud. “But I’d wager the Lunar Guard ain't. Come on!”
Joe put his hooves around Cloudchaser and flew out of the window just as a pair of Batponies barged through the metal door and fired upon them with their Wing Cannons. Out in the open air, the alarm was screaming even louder. Leather winged soldiers clamored out of the broken windows and doors of the weather factory like angry ants from a trampled hill. Several of the Lunar Guards formed rank at the factory gates. The others took to the dark skies and scanned the facility with their magical, glowing eyes.
Joe held Cloudchaser firmly and spiraled towards the darkest batch of clouds. His escape was cut short, however, by a piercing screech. Two glowing yellow dots illuminated from the clouds and a Batpony emerged from the darkness. He opened his mouth wide and showed off his glistening fangs. The Batpony screeched again. Joe had to take his hooves off of Cloudchaser in order to cover his ears from the shattering vibrations. Cloudchaser scrunched into a ball to ward off the horrible noise, barely able to keep herself airborne. When the cacophony subsided, several similar shrieks filled the skies in reply. Joe could feel the dozens of glowing eyes fixated on his location.
He couldn't out fly a battalion of Lunar Guards; not while having to protect the frightened filly beside him. Joe looked down and surveyed the twisted construct of the weather factory. The different levels and floors connected to each other in some absurd resemblance of practical design that only the factory workers could hope to understand. Non-uniform alleyways of varying widths twisted around the warehouses and cloud silos like a labyrinth. Joe grabbed Cloudchaser and yanked her down with him into the maze of the forgotten factory.
The Lunar Guard followed. They screeched and hissed. Joe aimed for another nearby, boarded up window. He couldn't concentrate on his magic flying at such high speeds, and so he shielded Cloudchaser’s eyes while instructing her to hold on to him tightly. Joe braced himself and crashed through the wood. His pumping adrenaline prevented him from feeling the splinters that scratched at his skin.
The room looked to be the snowflake refinery. A few grey clouds lingered near the ceiling and retained just enough winter chill to allow the walls to be coated in a light frost. Tiny machines resembling arms with fine pint scalpels at the end lined another conveyor belt to automatically carve out the individual snowflakes. In the middle of the room was what must have originally been a giant snow globe. The globe was now shattered and the floor was littered with broken glass.
The Batponies chased Joe through the window. Joe slowed down slightly, levitated the largest glass shards he could find and flung them at his pursuers. The lead soldier screeched and his echo wave shattered the shards into fine powder mid-flight. The glass powder retained its velocity and blew into the Batponies. They hissed in pain and stopped in mid flight to clutch at their stinging eyes. Enraged, the Lunar Guard fired upon Joe with their wing cannons once again. Cloudchaser screamed as the projectiles sped towards them. Joe charged his horn and concentrated on giving a command to his wings. The canon fire collided with, and bounced off of, the glowing emerald sphere that surrounded Joe and Cloudchaser.
With no knowledge as to how long the wings’ built in shield would last, Joe continued to flee the Batponies while their eyes still stung. He took the opportunity to fly to the ceiling and through a large cloud chimney. The chimney led back outside near the cloud silos. Joe took a moment to catch his breath but the reprieve was short lived as another shot from a wing cannon collided with the energy shield. The shield flickered and waned. More hissing Batponies emerged from the shadows and Joe flew into the corridors between the rows of silos. Joe found himself slowing down to avoid colliding with the silos in the limited light. the Lunar Guard, however, kept pursuing at full speed, aided by their night vision. They were able to skillfully avoid all obstacles. Cloudchaser looked behind her and screamed in terror at the approaching soldiers. Joe sent another magical command to his wings. Small openings revealed themselves at the base of the wings and from the openings spewed a stream of thick smoke, blacker than the clouds above.
The Batponies flew helplessly into the infinite blackness and screeched out in panic. Joe flew around several silos in wide banks to further throw them off. Several of the Batponies refused to slow their pursuit and ended up crashing headlong into the silos ahead of them. One Batpony’s armor pierced the silo’s hull and was blown away by the tornado that the silo contained. The spiraling winds escaped its casing and sent the rest of the helpless Batponies spiraling into the cloudcrete walls behind them.
At the other end of the silos, even more Batponies emerged from the allies. Joe took off towards a skinny maintenance door that he ripped off with his magic. He squeezed into the dark room and found himself in the factories gear works. A towering fortress of massive interlocking teeth of rusted cogs created a surreal, life sized sculpture of industrial progress. The Lunar Guard followed Joe into the gear works. The spaces between the cogs were even tighter than the silos. Joe had to make quick banks in order to fit through the narrow spaces between frozen cog teeth that, had they been active, would surely have crushed them into biscuits.
Once again the Batponies night vision allowed them to navigate the treacherous route with ease. Joe could see another maintenance hatch at the other end of the gear work. The Batponies grew closer with each frustrated screech. Joe sent another magical command to his wings. The opening at the base opened once more and this time it spewed out a sticky, black liquid. The reddish oil splattered onto the Batponies. Their eyes were closed shut with gunk and their leathery wings were weighed down by the heavy substance. They plummeted down to the bottom the gear works, some of them even landing in the cavities between cog teeth.
Joe crashed his way through the maintenance door. Cloudchaser still hung onto Joe with a death grip. The door didn't lead back outside. Joe was now in another warehouse similar to the one he saw Nightfeather. A massive pair of mechanical doors to take in delivery trucks were opened wide at the far end. Even more Batponies flew into the warehouse from windows near the ceiling. One Batpony flew to some sort of device near the wall and activated a switch. The massive doors came to life and slowly slid towards each other to close.
Joe sped towards the doors. The Lunar Guard plummeted towards him and Cloudchaser from above. Joe was barely half-way across the warehouse and the exit was already more than half-way closed. Joe pushed for his wings to carry him faster. Cloudchaser’s wings were clamped close to her body in paralyzed fear and Joe silently cursed her for it. Joe was hooves away from the exit when the doors thundered shut. Joe pulled back and was just barely able to prevent himself from crashing into the steel doors.
Joe looked behind to find himself was facing the full force of Nightfeather’s soldiers. they outnumbered him in the dozens. Some had tears or even blood dripping from their furious eyes. Still others were standing flat on the ground, their wings plastered against their armor with oil. But despite his best efforts, there were still plenty of healthy Batponies ready to sink their fangs into his tender neck.
Joe landed behind a stack of crates in the corner of the warehouse. He dropped the shaking Cloudchaser off of his back and put his hoof to his lips. He motioned her to stay behind the crates and she tearfully nodded her head.
“Come on out!” commanded one of the Batponies, “Surrender now and we’ll go easy on you!”
Joe peeked through a tiny slit in between the crates. On the other side of the pile, one crate stood along on a trolley. The Lunar Guard battalion leader was on the ground walking towards the crates cautiously.
“Sorry,”  Joe growled, “but surrendering ain't my thing!” Joe magically surrounded the crate and shoved it with all of his magical might. The heavy, high speed crate ran over the Batpony who hissed in pain as he was tossed to the cloudcrete. The other Lunar Guards screeched in anger.
“Cloudchaser, when I give the signal, make a dash towards that window.” Joe pointed towards a second floor window that remained opened just above them. Cloudchaser ran a hoof across her injured wing and gave Joe a nod of assurance.
Joe took a deep breath and jumped out from behind the crates and yelled, “Come on you Luna Lovers! Let me show you what we day ponies can do!”
Joe lifted one of the heavy crates with his horn and tossed it into the air towards where the Batponies were huddled the closest. The Batponies dodged out of the way and screeched at Joe. As several soldiers flew towards Joe he captured them in magic one at a time and made them collide into each other. A Batpony would draw close and Joe leaped out of the way, trap another Batpony and send it crashing into another. His temples throbbed with the exertion of his horn. He couldn't keep them all at bay. The guards were getting close enough the attack him. He punched one guard in the mouth and bucked another one that tried to come in from behind. All the while he slowly maneuvered away from the crate pile.
Joe was surrounded with Batponies, far too many to deal with. One grabbed his leg, and another brought a hoof down on top of his head. Joe was tackled to the floor by a pile of Batponies.
“Now! Fly!” He managed to yell through his restraints. Cloudchaser squealed and hesitated slightly as she saw Joe disappear under a pile of armored ponies. She mustered her nerves and finally took to the air towards the window.
Joe was brought to his hooves. His entire body, wings included, was constricted by chains held tightly by the mouths of the soldiers. Joe pleaded with hope as Cloudchaser was about to reach the window. But then she stopped
She stopped dead in her tracks just hovering in place and staring at the wall. On the wall, right in front of her, a black stain appeared. The stain spread out and grew darker. Cloudchaser hovered back away from the wall but never taking her eyes off of it. The entire warehouse was then filled with the sound of gurgling hisses. All of the flying Batponies then grounded themselves. Each and every one of them were staring at the stain with unease. The anxiety of the room choked Joe’s throat.
“Oh no!” One of the Batponies yelled out in terror, “He’s here! Luna help us!”
The horrible hiss grew louder and sharper, like a Dragon clawing at a chalk board. The black stain grew its darkest and began to bulge. The black figure that emerged from the bulging wall bubbled like a cloud yet dripped like ink. It wore a suit and tie and wore a fedora hat that shadowed two beady, yellow eyes.
Cloudchaser was hyperventilating with fear as Larry drew closer. “No! No! What is that thing!? Stay way!” She screamed at the top of her lungs.
“Cloudchaser! Keep flying!” Joe called out to her, but still she remained frozen in panic at the sinister Nightling.
“I… I can’t look away!”
The levitating cloud monster raised its cloudy ink paw and placed it on the fedora. It took off the hat and held it out in front of him upside down, pointed at Cloudchaser. Once again a shadowy mist emerged from the space of the hat. The mist slithered into the air in serpentine fashion. The mist crackled and snapped as it formed the shape of several serpentine figures. The smoke serpents flew around the room wailing their horrible, ghastly moans. The Lunar Guard were visibly panicked as well. Many of them ducked their heads under their hooves or cowered to the corners of the rooms. Even the Batponies that held the chains restraining Joe dropped them and fled.
The dread creatures circled Cloudchaser. She looked around in her panic state, but could not find a way through the black creatures that continued to circle her, closer and closer. Cloudchaser let out one final ear shattering scream as her body was completely consumed by the black mist creatures. She was trapped within the writhing ball of blackness for several moments until the smoke serpents dispersed and flew back into the fedora. Freed from the darkness, Cloudchaser plummeted to the floor.
Joe clamored out of the chains and galloped to catch her. He dove, and just barely managed to reach her in time. He cradled Cloudchaser in his arms and turned her over on her back to make sure she was alright.
Unfortunately, she was already gone. Her blood was cold and her breathing had ceased. Her face was frozen in the most agonizing expression of terror imaginable. And her eyes. The whites of her eyes turned blue, and her pupils were thin slits. She had befallen the same fate as her sister, Flitter.
Joe looked up at Larry, who just hovered there, gazing down at his work with the fedora back on his head. With the shadow creatures gone, the warehouse was as silent as a graveyard.
“What in the name of Tartarus are you?” Joe hoarsely growled at the monster above him.
“Sssurouuund hiiim” Larry spoke to Joe’s surprise. The sound was hollow, devoid of base and tone. It seemed to ring on for eternity and sounded more like it came from within Joe’s head as opposed to Larry himself.
The Lunar Guard trembled out of their horrified stupor. They approached Joe once more with the chains and tied him back up. Joe didn’t resist. He just kept staring at Cloudchaser and the grotesque look on her face. The Lunar Guard flew into the air but Joe remained on the ground, looking at Cloudchaser. No tears formed in his eyes, but still he remained steadfast. the Lunar Guards tried to lift his large frame into the air but couldn’t command his weight.
“flyyy.” spoke Larry.
Joe leaned in a hoof and closed Cloudchaser’s lids over her blue eyes.
“Suppose I ain't got much choice.” Joe said. He opened his mechanical wings and levitated himself, allowing the Batponies to guide his restricted flight.
With Larry in the lead, the Lunar Guard flew Joe out of the window and guided him towards another sector of the facility.
“Where exactly are you taking me?” Joe asked.
“Sssilenccce”	
Realizing it was no use, Joe slipped into his own consciousness. At least he could be left alone with his thoughts. Somehow, Joe’s thoughts turned to a scarlet colored mare sitting alone in an empty donut shop, waiting for a meal that will never come. Joe scoffed the morbid image out of his mind and instead thought of MARE sitting behind his desk with his pipe, dictating a memo to Miss Raven. This image only made him feel worse. He then thought of the Doctor and his strange blue box. He pictured him no doubt fiddling with some gadget or another; a new watch or a new pair of wings. He imagined him fitting it with all sorts of bells and whistles-- missiles and lasers and rocket boosts and the like.
Joe snapped awake. He subtly moved his hoof to the underside of the harness. He felt the presence of the tiny red button and the Doctor’s words came to his mind.
‘Now whatever you do, don’t touch it’
“Ok.” Joe breathed to himself. He closed his eyes and pushed the red button.
A small beeping sound could be heard. The Lunar Guard looked around in confusion until they realized the sound was coming from Joe. A metal casing at the base of the wings suddenly popped off and a cylindrical canister rose up. Even Larry was intrigued enough to stop flying and look back at his prisoner, who now wore a look of manic confidence.
The rocket on Joe’s back burned and churned. The Lunar Guard looked on in confusion and worry. A gas ignited out of the rocket and it shot out a trail of scorching flame. Joe streamlined his body and in the blink of an eye he accelerated into the sky. The force of the takeoff was enough to drag the chain that bound him. The Batponies that held the restraints were pulled along with the chains before they were forcefully yanked from their fangs. Larry and his men could only watch in shock as their prisoner was getting away with the speed of lightning.
Larry shrieked like a banshee. The Lunar Guard all trembled in fear of the enraged cawing  and took off after Joe.
Meanwhile, Joe had not been fully prepared for the full force of the jet propulsion. He could barely see against the stinging wind. He could not turn and he hadn’t the faintest idea on how to break. Joe just flew forward and hoped for the best. He raced into another warehouse. As before, the Batponies were desperately trying to close the far end. This time, however, Joe was through the closing doors long before they had a chance to shut in on him. He soared down the factory alleyways. Lunar Guard Batponies flew above him in wait and futilely tried to shoot him with their wing cannons as he passed by and into another assembly room.
Joe was enjoying the rush. He smiled brightly as he relished in the speed. But that speed then felt jaunted. Joe was slowing down and the rocket on his back was sputtering. Fuel was running low and Joe needed to escape. He looked around the assembly room and spotted another window. Through the window he could see the faint light of the moon eternal. Joe aimed for the window and flapped with all of his might to keep up his speed.
He still had plenty of momentum and was confident he was going to make it. But that confidence faded when Joe saw the black stain forming on the wall. The hissing Larry emerged from the stain, his cloudy ink arms outstretched towards the speeding Unicorn.
Joe instinctively pulled to the side. He banked heavily and made a near hairpin turn. The G-forces forced his eyes closed and he knew he had lost control. Joe collided full speed into the factory machinery. Pipe’s shattered and bent and crumpled to the floor along with Joe. Larry hovered over to the metal heap and pulled Joe’s unconscious body of out of the wreckage. At Larry’s command, The Lunar Guard picked up Joe’s body and took him away. The last thing that crossed Joe’s mind as he slipped away into the darkness, was the image of two Pegasus sisters with purple colored coats, happily laughing together.