The Overworked Alicorn

by BreakDown


THE SMOOZE PT3

THE SMOOZE

Part 3:


Within Dream Valley, or what was left of it, there were very few entrances to the home of Faust.

The most prominent entrance being the front doors. The doors are made from iron, over a foot thick, and impossibly heavy. In ancient times it took a team of earth ponies to pull the doors open. Or, if they felt like asking, Faust could tug on the chains to the doors to open them. Unfortunately for attackers, the only way to open those doors was from the inside of the tower. Making that method of entrance nigh unusable if one were to attempt to lay siege to the ancient tower.

The second method of entry was threw the sewers beneath the nearby town of Coltsdale. One of the later settlements of Dream Valley, it was one of the few that still stood. It had once been one of the larger towns, alongside Brightville, to exist in Dream Valley. It had also been one of the earliest recorded instances of indoor plumbing and a sewer in known history. Unfortunately while it was once easy enough to locate, the times had changed. The Creatures now infested the ancient sewers and made them their home.

The third entrance was nearby Dream Castle. Unfortunately, the castle was underground and few could actually dig through the rock and stone needed to reach it. Diamond Dogs could try of course but they would find bits of iron, magnesium, and diamond blocking their path to the ancient castle. Further, with the Dragon King once known as Spike sleeping within the ancient castle and guarding that entrance loyally, it was a fools errand to try.

The fourth entrance was by the flight entrance at the very top of the tower. Many a griffon had once attempted to get within that entrance in a war long since forgotten. Unfortunately for them the sky entrance was also guarded, not by a dragon, but by a set of magical runes. The runes would simply mess up the equilibrium of any griffon or pony not keyed into them. As such they lost their balance and were unable to fly close to the top of the tower.

The final entrance was by the sea. Few creatures could swim long enough to reach this underwater entrance. Further, it was miles more that they would have to swim just to get inside of the tower. Even with a spell to create a bubble of air they would have no time to reach the tower entrance. Further, with the Sea Pony queen guarding that entrance herself, it was even less likely that any pony or otherwise would ever breach the towers defenses.

The only pony, to breach those walls had been the Necromancer Mortis the Black. Given his fate after he breached the towers walls, that wasn't a very impressive feat. Faust had allowed the necromancer into her home so that she could deal the final blow and end his reign of terror. Given that fact his breaching of the walls of the tower were hardly considered as impressive as it should.

However ironically enough, it was actually his book, the infamous Necronomicon Ex Mortis, that had ever truly breached the tower. It had done so through its own power and pulled an army of the undead in to invade her tower. It was for this reason that ultimately, that book was the single entity that would be recorded in history for achieving this amazing feat.

At the moment however, lady Aquaria, Queen of the Seaponies, raced towards the tower. Her loyal guards followed as closely as they could. They had alerted her to the invasion by the Necronomicon the moment the undead had tried to reach them. The queen had decided that with the undead on the move she should locate Faust and assist her. Unfortunately she had taken the time to fortify her own kingdom to defend against them. The Undead were slow underwater, more so than normal, so her guards would pick them apart. But she wanted to ensure all her ponies were safe.

Thus, once preparations had been completed, the alicorn of the seas had decided to ensure the safety of her ponies by going to Faust's tower herself. Granted, Faust was an able bodied undead slayer in her own right, but Aquaria didn't want to leave the lives of her ponies solely in Faust's hooves. She was not a pony who delegated her duties. She was a pony who liked to get things done herself. As such she hurried towards the tower to offer her assistance to the ancient alicorn in dealing with whatever undead remained once she arrived.

She shot out of the pool and shook her head as she and her guards entered the tower. She had forgone her usual regalia in favor of the closest thing she had to armor. That meant a necklace which produced a magical field around her body, a scale-mail shawl with a spiral broach at her neck, a circlet that protected her mind from invasion, and a pair of simple coral hoof boots with scale-mail skid guards. She looked around for a moment then frowned at her guards.

"You're certain that undead were roaming the tower?" she questioned. She couldn't see anything to suggest the undead were about, though there was certainly a foul order in the air.

"Completely ma'am," RC replied. "We saw several of them and decided it'd be best to alert you and raise the city's defenses on the off chance they got through," she continued. Aquaria looked around for a moment and then frowned deeply. She briefly wished she had the ability to cast a scanning spell or something similar. Despite being an alicorn, and centuries old, her magical skills were sub-par. This was mostly due to the fact she started as a Sea-Pony and thus gained magic later. She knew and could use song based magic or water magic like any other Sea-Pony, but she knew very few spells that required her horn to use.

'I should ask auntie Faust to teach me a few extra spells,' she decided with a mental sigh. She then regarded her guards and turned to RC. "Radiant, I want you and the others to hold back and defend this position," she ordered. The guard sea-pony nodded her head.

"What about you ma'am?" she questioned. Aquaria smiled and placed her fore hooves onto the floor outside of the pool.

"I'm going to find Faust of course," she replied. With that she lifted her body out of the pool of water and focused her magic. While Spell-Casting was nearly beyond her, she had still managed to learn a few tricks. One such trick she'd never particularly needed, but had learned just in case she needed to visit the surface world. As such some of the water lifted with her body and formed into a pair of hind legs and hooves which quickly solidified beneath her. She paused and looked back at her new hind legs before she lifted one, lowered it, then lifted the other and lowered it as well.

She took a moment to trot around the room to ensure she could actually walk with her new legs. After stumbling here and there she stilled and pulled her shawl up over her head in a hood. The moment she did she touched her necklace a flash of magic rippled across her body and formed a body covering field of magic around her. With that and a quick nod to her guards she made her way into the tower. RC and the other guards merely ducked down into the water to prepare to defend their position. She opened the door outward and paused. The moment she entered the tower she could feel something moving around.

'Well I don't know about undead but there is definitely something wrong here,' she decided with a frown. She walked out of the room and sealed it behind her. She paused to seal it with magic as well. While she trusted her guards she didn't want anything to get at them. True, their duty was to defend her, but she was virtually immortal, she really didn't need to be defended. They were not invincible so she wouldn't let them needlessly be placed in dangers way.

With that done the alicorn of the ocean made her way into the tower. But as she went she couldn't help but think that something was watching her. She turned quickly to look behind her, yet nothing was there. A frown tugged at her lips before she turned back around and continued on her way. As soon as she turned a familiar faceless stallion and flaming warhorse walked from the shadows. They glanced at one another for a moment, and then followed after the other alicorn silently...


The halls of Faust's tower were simplistic. Celestia remembered, now at least, that that had always been the case. As a filly she'd always wondered why they had seemed so bare. No portraits hung from the walls. No great tapestries lined them. Nothing to show the greatness of Faust's Tower. The Grand Archives were grand, in name and in scope, but the interior was more spartan. Celestia had only asked why this was once. Faust had replied that it was due to the nature of the halls. As a filly Celestia didn't understand what that really meant.

Now, sum thousand years later, she finally did.

It was almost painfully obvious why they weren't decorated. One part was that it was simply Faust's way, she didn't like extravagant things. Another part was that the Tower had to actively create, or perhaps summon, each hall and corner and crossroad as it was needed. The halls had no set path for that very reason. The rooms were much the same, certainly some were placed in exactly one space, but many of the others were wherever they were needed at any given time. One room could be on the top floor one moment, then at the bottom the next. In some ways it was the perfect security system. In others it was bucking annoying...

She and her little ponies were not like Faust. The ancient mare had trotted these halls since before she'd been born. She knew every trick and turn in the tower by now. It's fits and changes didn't effect the ancient mare's sense of direction. It also didn't hurt that unlike Celestia, Faust had never stopped being active. In recent years, Celestia could admit to being a bit sedentary. She wasn't a sloth, but she hadn't really needed to walk for miles on end in a long time. It certainly didn't hurt that Faust was talking about her time as a filly.

"And that is why I've forbidden Celestia from ever casting charms in my tower," the ancient alicorn finished with a smirk. Celestia grimaced as Rainbow Dash started to laugh uproariously. Pinkie wasn't too far behind her with Applejack holding her breathe with a twitch to her eye as she tried desperately not to laugh. Rarity and Twilight just looked at her with a mix of confusion and pure disbelief. Fluttershy merely had a smile as she walked forward, she likely thought it sounded cute. Realm and Clockwork merely smirked, they had seen worse in their time after all. Luna groaned as the memory also reminded her of her own mistake that day.

"Seriously?!" Rainbow demanded with mirth.

"Yep, she seriously flooded most of my tower," Faust responded with a nod. Celestia twitched and brought a hoof to her temple. Faust then paused and tapped her chin. "Oh, and Luna somehow made sentient rock ponies that tried to usurp..." she paused and looked to Luna with a smirk, "what did they call me again?" Luna grimaced and folded her ears down.

"The cookie tyrant," she murmured with a pout. Faust clopped a hoof upon the ground with a nod.

"Ah yes, that was it," she stated with a nod. That caused Rainbow to fall over onto Pinkie's back from laughing so hard. The pink party pony had tears in her eyes, yet still managed to carry her friend and not fall over from laughter. Luna groaned and brought a wing up to hide her fierce blush while Celestia looked to the ancient alicorn.

"Certainly you have better stories to tell than that," she pleaded desperately. Faust merely glanced back at Celestia with a devilish smirk.

"And miss out on the opportunity to get revenge for the hundreds of antics you two were part of?" she asked incredulously. She then waved a hoof with a wide grin on her face. "Not likely," she declared with a firm nod of her head. Celestia let out a pitiful noise from the back of her throat and then looked to Twilight. At the look she was given she let out a sigh.

"Yes Twilight?" she questioned.

"How did you mess up those charms that bad?" she demanded. "I mean I can understand a minor mistake, but you somehow managed to cast two charms so completely wrong that you caused a flood in the tower! Not to mention the sheer size of this place suggests that you managed to conjure enough water to fill a small ocean. Oh and lets not forget you somehow brought mops to life! I mean who makes living mops?" the lavender mare ranted. She then started to let out pants while Faust glanced back at her with a smirk.

"Feel better?" she questioned. Twilight briefly nodded her head then then let out a breath and sighed.

"Okay I'm done," she stated calmly. She then looked to her mentor expectantly. Celestia grimaced and rubbed her temple once more.

"Faust has likely already explained to you that each charm is more or less based on feeling, correct?" she questioned. Twilight nodded her head and Celestia let out a breath. "To be honest I've never been good at that part. The part about control, I excel in control, power was never a problem, but figuring out how each spell 'felt' was more difficult than I care to admit. Many of the Charms felt too similar in my case while others didn't really feel like anything," she explained tiredly. Twilight mulled that over as she realized she hadn't really understood the 'feeling' part of Charms at first either.

"Why didn't you just ask for Luna's help?" Fluttershy questioned. Celestia twitched in response and let out a breath through her nose. Fluttershy shifted uncomfortably and hid partially in her mane. "I-I mean it s-sounds like she w-was quite gifted in ch-charms," the mare stated. Celestia sighed and made to reply before she was interrupted by Faust.

"She was stubborn," the elder alicorn stated simply. Celestia muttered under her breathe and refused to acknowledge that. "Oh c'mon silly little Celly, you were stubborn and you know it," Faust stated with a roll of her eyes. Celestia snorted a breath into her bright pink mane and narrowed her eyes.

"This from the mare who refuses to leave her tower," the off-pink alicorn remarked flatly. Faust shot her a look.

"Oh I'm sorry, you want every evil or malevolent relic, object, or prisoner locked in my tower to run loose with the untold knowledge I have stored here?" the ancient alicorn questioned. Celestia muttered a 'no' and her mother figure nodded her head. "I thought not," she stated with a slight smirk. Applejack noticed how the solar diarch was looking uncomfortable and quickly looked to Realm.

"So 'en, miss Realm," she began. The bandanna wearing pony turned to her with a raised brow. "Now ah'm a might curious 'bout this, but how did y'all discover Pictomancy?" the apple mare questioned. Twilight instantly halted then zipped back to listen with a smile on her face. Truth be told she'd been curious since she'd met the odd pegasus, and was kind of curious about what Pictomancy's limits were. Realm herself glanced at Twilight curiously, then shrugged her shoulders. She'd seen weirder ponies back in her day to be honest.

She then hummed lightly and looked up in thought. It'd been a long time since she'd thought about when she first created Pictomancy to be perfectly honest. Added to that she was nothing more than a spectra portrait with her personality implanted onto it. While she had her memories, some of them were a little 'faded' for lack of a better word. She idly tapped her chin as she thought back to the old days, and then nodded her head.

"I basically discovered it by accident," she admitted with a shrug. Twilight blinked then looked at her in surprise. Faust chuckled and glanced back with a grin.

"You'd be amazed at some of the things ponies have discovered by accident," the ancient mare offered cheerfully. Twilight idly inclined her head. She had read about such discoveries of course, but this was the first time someone had discovered something inherently magical in nature by accident. Typically you could make discoveries with alchemy or chemistry by accident. Spellcraft was usually a lot more intent based.

"So how'd ya figure it out?" the apple pony questioned. Realm smirked in response.

"Well when I was a filly I loved to draw and paint, my uncle Stratos always kept an eye out for dyes and such for me to use to paint. Well one day he found some spectra shards about the size of chalk and thought they were like colored chalk or something. So he brings them home, and me being a filly, I figured that they were for painting after he gave them to me. So I tried like fifty different ways to use them before I started to literally rub my feathers on them," she began. She then paused to open her left wing and allowed Applejack to examine her paint tipped feathers. The farm pony idly scratched at her mane as she looked at her feathers.

"So y'all stained ye'r feathers with the shards or somethin'?" she questioned. Realm actually grinned and shook her head.

"Nope," she stated, "I actually just got frustrated and started crushing the spectra gems, after I did that I added them to some dye to make what I called 'Spectra Paints'," she explained with an unrepentant grin. Twilight blinked then hummed in thought.

"Spectra gems are raw magic solidified into a hardened state of matter. Despite that spectra gems are actually very brittle and easily crushed, smashed, or broken. By crushing them you created powdered spectra, which you then mixed with dye's and water to make paint. Because of the spectra gems you added an inherently magical element to the paints which would allow them to be used to perform some kinds of magic," she murmured aloud. Realm nodded her head and grinned widely in response.

"I know that now, didn't back then though. I figured that the gems would make the pain sparkle or shimmer or something," she admitted. She got a look from Twilight and shrugged her wings. "Hey I was a filly, cut me some slack," she commented. Twilight shook her head while the painted pony snickered to herself. "Anyways, eventually I figured out that you can use a spectra-gem on spectra paint, the two magics kind of pull on one another for some reason and I brought my first painting to life," the painted pony explained. Faust snorted and placed a hoof to her forehead with a grimace.

"Ugh, that purple terror of an octopus," she grumbled to herself. Realm blushed in response.

"Yeah... I'm never living that one down," she admitted with a shiver.

"Do we want to know?" Twilight questioned warily. Faust and Realm glanced at one another as they recalled the purple octopus in question. Both blushed hotly as they recalled how it had acted and groaned. After a moment they both looked at Twilight with identical frowns.

"No," they deadpanned. Twilight wondered what they meant, but she decided it was probably better not to ask. Finally, Realm blew a breath into her bangs and rubbed a hoof along the bridge of her muzzle.

"Anyways," she began, "after we dealt with that first incident I met Faust," she explained. Faust nodded her head and sighed.

"That was back when Majesty still ruled Dream Valley so I had a lot more time on my hooves. I was able to find Realm and we studied the properties of what I eventually named 'Pictomancy' together," she explained. Realm frowned and shot the mare a look.

"I still think that name is silly," the painted pony stated. Faust scoffed and shot her old friend a look.

"You never thought up a better name," she reminded. Realm waved a hoof flippantly.

"I would've come up with something eventually," she assured her. Faust rolled her eyes.

"Realm, have you forgotten how old I am?" the ancient alicorn questioned. Realm blinked, opened her mouth to answer, then paused. She then frowned as what the mare told her before actually meant.

"Oh, so you meant I literally never came up with a better name?" she guessed. Faust awkwardly nodded her head. The painted pony frowned and rubbed the side of her head with a hoof. "Ugh, it's so weird knowing that I'm just a copy and the real me is technically dead," she murmured with a shiver. She'd originally created her self-portrait just to outlast her, but she hadn't realized what it would be like for the portrait itself. She had outlived herself, it was... odd.. she honestly really know how to describe it.

"Technically?" Twilight questioned. Faust answered for Realm instead.

"While the pictomancy portraits aren't the actual ponies they are based on, most if not all of them retain at least some of their memories. The best portraits could even retain years worth of memories and act like them as well. Unfortunately the portraits often took on the basic personality of the pony at the moment it was painted. So if the pony acted differently later, the portrait wouldn't change. Essentially trapped in that mindset permanently. Realm here is probably her best attempt to make a self-portrait that would last and still retain most of her memories," she explained. Realm herself idly nodded while Twilight trotted to her side.

"So Realm, how are portraits like you made?" the purple pony questioned.

"First of all you need to understand how ponies are supposed to learn Pictomancy," Realm began academically. Twilight nodded and pulled a notepad and quill out from seemingly nowhere. "First and foremost, Pictomancer's have to master the most crucial part of Pictomancy, which is painting and art," she stated. Faust nodded her head in agreement. While Twilight hummed.

"That makes sense," she admitted to herself.

"Next you have to master the ability to create inanimate objects with Pictomancy," Realm continued without pause. Faust looked back to them with a grin.

"Realm's first was a frying pan she used to hit her grandfather over the head for being an 'old fuddy duddy'," she explained. Realm pouted and stuck her tongue out at the older mare. She then composed herself and looked back to Twilight.

"After that you have to master creating elements, like fire, or water, or lightning," she continued. Rainbow frowned when she heard that.

"Wait, you're a pegasus, can't you already make most of those?" she questioned. Realm placed a hoof to her face with a groan.

"I meant with Pictomancy," she grumbled. Rainbow rolled her eyes in response.

"Yeah I get that, but why would you need Pictomancy for that?" she questioned. "I mean no offense Realm, Pictomancy sounds cool and all, but you can buck a cloud to make lightning or rain and probably fire if you need it," she admitted. Realm merely looked at Rainbow strangely and then to Faust who sighed.

"Pegasi have learned to control the weather with their hooves, Rainbow just happens to be a weather pegasus specifically," she explained. Realm gaped for a moment and looked looked from Rainbow to Fluttershy.

"Wow, when did you guys learn to do that?" she asked curiously. Rainbow just looked at her strangely while Faust sighed.

"In her era, Pegasi still needed instruments to call storms," Faust explained. Rainbow made an oh with her mouth and then flew to the ancient alicorn.

"Oh yeah, speaking of I was really curious about that," the prismatic pony admitted. She then scratched her hair with a frown, "I mean why did we need instruments and how did that get fixed?" she questioned. Faust frowned for a moment a moment then rolled her eyes.

"That is too long a story to tell," she replied bluntly. Rainbow pouted and Pinkie giggled to herself. She then hopped forward and glanced up at Faust curiously.

"So why did Pictomancer's make paintings of the elements?" the pink party pony asked curiously. Not that that didn't sound absolutely amazing to her, just that she couldn't see much of a point for it. Faust smiled in response and sighed as she allowed herself to think back to her old kingdom.

"It's kind of a funny story but the pictomancer's in my era would sell a 'single use' variant of their art to the travelers so they could defend themselves," she explained. Pinkie tilted her head in confusion frown while Applejack scratched her head in confusion.

"How the hay does 'at work?" the apple pony asked her curiously. Faust snickered to herself and smiled brightly.

"As I just said, it's basically a single use picture you throw at the ground. It creates a short but often useful pinctomancy spell that could be carried anywhere. They use them to create a brief fires to scare off monsters or wild animals that doesn't spread, or wash away something with a flood, or even just create a bridge for a short time then continue on their way," she explained then idly tapped her chin, "it was actually one of the more popular ways to use Pictomancy now that I think about it. Although to be honest we only had a hoof full of ponies who could do it and the demand for the art was pretty intense. Pictomancer's were rare even in my era so they tended to be pretty expensive. Probably why art is seen as so valuable by ponies today," she admitted to herself.

"Huh, y'know that actually explains a lot," Applejack noted with a scratch of her head. In her opinion if that was the kind of art that was so expensive then it wasn't undeserved. She could think of quite a few times where some of that pictomancy would've really come in handy when they were on their own adventures. She then frowned and looked at Realm curiously. "Was there anythin' else Pictomancy was used fer?" she questioned.

"Sure," Realm replied, "I think some wealthy ponies used it to hide their stuff," she remarked. Faust chuckled in response.

"That was actually a thing for a long time. But it really only worked when ponies didn't expect you to hide stuff in the paintings in your home. It did help stop a lot of thieves though," she explained, then frowned deeply, "although certain assassins and thieves who were trained in pictomancy also used it to get inside of peoples homes," she admitted. Realm nodded her head in agreement. She could recall a few of her students who had done that. She'd chewed them out afterwards, then thrown them into a dungeon she made in a portrait herself...

"That sounds so cool!" Pinkie declared chipperly. She then noticed the looks Faust and Realm shot her and chuckled nervously, "I mean being able to hide stuff in paintings, that would be a super cool hiding place," she explained. Realm and Faust rolled their eyes in response while the pink pony hummed. "Say, could they also be used to travel? from place to place" she questioned.

"Ummhm," Faust began, "when two paintings were linked ponies could jump in one, then make their way to the other safely. Funny enough but a lot of paintings were linked to my tower in the old days so that my ponies could quickly get to safety," the ancient alicorn explained with a smile. Pinkie nodded her head and then thought about the paintings she'd seen in Faust's gallery. Specifically, the ones that were of food.

"So did it also work with food?" Pinkie questioned curiously. Faust frowned in response.

"No, no it did not," she said with a shake of her head. "Pictomancy is still only paint and magic, ponies can't eat paint so it can't make real food," she explained. Realm grimaced in response.

"Yeah, we learned that the hard way," she admitted with a shudder. The other ponies looked at Realm curiously but she didn't bother to elaborate. She coughed awkwardly a moment later and didn't meet any of their eyes. "Anyways," she began and then blew a breath into her bangs, "next you learn world building," she explained. Twilight blinked and then looked at her in confusion.

"World Building? How does a literary device matter in Pictomancy?" Twilight questioned. Realm looked at her in confusion for a moment before it dawned on her what the purple pony meant. She shook her head and then rolled her eyes.

"I don't mean that kind of world building," she stated. "I meant the kind where you make a pictomancy world," she admitted. Rarity idly realized what she meant and made a hum sound.

"Ah you mean like the paintings we jumped inside in the gallery?" she guessed. Realm nodded her head with a smile.

"Exactly! World building is an intermediate part of Pictomancy. You get a canvas treated for Pictomancy and make the 'ground' and then hop inside. You then build the world inside of it with your paints in any way you want. For instance, I once created a painting of my old home town for when I got homesick or wanted some privacy," she explained. "More advanced pictomancer's could even create a day night cycle or wind or anything they wanted in their world or link it to other paintings like Faust mentioned. It was totally up to them how the world would act," she continued with a fond smile. She missed being able to make stuff like that...

"Is there any limitation to the size of the world you can create?" Celestia suddenly questioned. Realm shook her head and hummed.

"Aside from the amount of paint you'd need to use, not really," she replied honestly. She then tapped her chin with a soft hum. "I think the biggest world I ever created was a tropical island so me and Faust could go on vacation," she admitted. Faust snorted in response.

"We got lost in that painting for a week," she chimed. Realm's ears folded back and she grimaced.

"Yeah... not one of my finer moments," she muttered quietly. She then cleared her throat and continued, "Now once you get all that down, then you have to master creating animals. The animals don't have to act like they recognize you or know anything, they just have to be able to move on their own. This part is supposed to be learning the most basic part of making portraits after all," the painted pony continued. Fluttershy smiled brightly in response.

"That sounds wonderful," she admitted. "Can you make your own unique animals too?" she asked the little pony curiously. She loved all animals after all. Realm frowned to herself and shifted uncomfortably.

"Yeah... it can be, and of course you can make animals," she admitted, "unfortunately it can also be pretty dangerous," she added. Luna looked to her in surprise.

"In what way?" she questioned. Realm sighed and brushed some of her mane out of her face.

"Pictomancy creations by that stage can be a little unpredictable," she admitted. Faust nodded her head in agreement.

"That purple octopus we mentioned earlier is a perfect example, Realm made it on a whim but couldn't control it, we ended up having to chase it for a month before we finally managed to catch it then shove it back inside its picture," she explained. Realm nodded with a visible grimace across her face. It wasn't her fault that she couldn't control the thing. It'd been the most random thing she could think to make at the time and she'd been completely bored. How the buck was she supposed to know it'd be so wacky as a result?

"Yeah, it's just better not to make anything too abstract or random, or without purpose," she stated. Fluttershy looked curious but didn't question her further. Instead Realm closed her eyes and thought back so she could get back on track. "Now to make animals that move you have to master 'layering' in pictomancy. This is also the essential component to making pictomancy portraits. This is because layers allow a painting to have more life and vibrancy," she explained. Faust merely smiled in response.

"Which is why Realm here is layered like fifteen times," the ancient alicorn noted aloud. That got Twilight's attention and she looked at Realm thoughtfully.

"So does layering cause the picture ponies and animals to act more lifelike?" she questioned. Faust shook her head.

"No that's actually accomplished with runes," she admitted. Twilight arched a brow in confusion and the ancient alicorn smirked. "While pictomancy can cause paintings and art to move, runes are what give the paintings the ability to think and remember, otherwise you have a static moving image that can't be interacted with," she explained. Twilight made an oh with her mouth. She then activated her 'mage-sight' to look at Realm and frowned.

"I take it that the runes are on the first layer and covered so ponies can't see them?" she guessed. It would explain why she couldn't see any runes on Realm anyways. Faust idly nodded her head and beamed brightly at the little pony.

"Yeah, part of it is that each layer adds more magic, with more magic the picture pony or animal has more to draw on in order to function properly and more room to add on to. Most animals only have the most basic functions and aren't all that layered as a result, most portraits can move and recall some of who they were so have to be layered to work right. Realm here is unique because she can not only do that but also jump out of her portrait, and has a lot of her personality and memory intact," the ancient alicorn explained, "if she could still use pictomancy I'd say she was the perfect portrait pony," she added. Twilight looked to Realm in concern.

"You can't use pictomancy anymore?" she questioned. It was a well known fact that ponies who couldn't use their talent were always a bit... off... to say the very least. Realm winced and then looked down. She could, but only inside of a painting and even then it didn't last too long. She was still a good artist but her own paints weren't real and she didn't have magic she could give up to make paintings that moved. Her magic was finite and if she used any of it she'd also run the risk of making herself weaker and weaker until she wasn't able to talk or move anymore. As much as she wanted to use her talent, she really couldn't.

"Not outside of a painting I can't," she muttered quietly. Celestia looked to the painted pony in concern. She too was concerned, a pony without her talent was tantamount to a griffon without wings, a ram without horns, etc etc, it just didn't end well. Mostly for the pony who tended to be more than a little 'unhinged' by the experience.

"But it's your special talent," she remarked. Realm winced again and nodded.

"Was," she remarked somewhat bitterly. Before she could linger on that depressing topic Faust cleared her throat. The ancient mare could only imagine how the picture pony was dealing with the loss of her talent. While she could still paint, maybe use Pictomancy within paintings, she was a pony without her talent all the same. In the old era where she was princess, such things were never good. Ponies who lost the use of their talent never really recovered from it. She didn't want Realm to focus on that anymore than strictly necessary.

"So does anypony else hear that?" she questioned aloud. Her companions quieted and then opened their ears. For a moment they seemed to twitch back and forth before Clockwork clicked his tongue.

"Sounds like someone is fighting," he noted aloud. Faust nodded her head in agreement. 'So Tree-Man is back then,' she mentally decided. Though who the faceless pony was fighting concerned her. Despite the tower's security it seemed like everyone had found a way inside recently. 'I seriously need to fix the security around here,' she decided with a frown.

"C'mon every pony, lets find out what's going on now," she bade and quickly hurried through the towers halls. She was followed by the other ponies, although Clockwork hummed and glanced over his shoulder. He looked at an intersection as he heard a strange almost rumbling sound. However he shrugged after a moment and rushed to catch up with Faust and the others while a mass of purple grey goop surged down one of the other halls...


A very long time ago, Queen Aquaria had been a simple Sea-Pony known as Riptide. She'd been a tom-colt with a penchant for getting herself into trouble. She'd agitated sharks and let them chase her for the fun of it. She'd caused so much trouble that her friends had often considered her a trouble magnet. She couldn't count the number of times she'd gotten herself into trouble, then somehow managed to get herself back out of it. Her reputation had been the stuff of infamy, until that is, she became the queen of the Sea-Ponies all those many years ago.

Since becoming Queen, Aquaria had become much more responsible. She'd taken less risks to protect her little ponies. It'd been something she barely noticed to be honest. The subtle change in attitude, the loss of a trait that had gotten her into trouble more often than not. That it was gone at all was a surprise to her. But now, now she could tell that it was gone. Because at the moment she was in a bit of trouble again. Part of her was strangely elated, a part of her from her youth which enjoyed the thrill of danger. Though the majority of her was a bit exasperated she'd somehow already found trouble.

She slipped from her thoughts and flipped back to avoid a fireball from one of her assailants. One of whom seemed to be made of wood, while the other appeared to be living armor... which was somehow on fire. 'Auntie has the strangest things living in her home,' Aquaria noted to herself. She then ducked as a pair of branches from the faceless wooden pony tried to grab at her. She rolled to the side and glanced at the Living armor. It seemed more talkative than the wooden pony. That felt more odd than the fact she had a suit of living armor and a wooden pony attacking her.

"You should not be here, return from whence you came," case in point. Aquaria rolled her eyes and focused on her water magic. Water dripped from her body to the floor and she hopped up and landed on top of it. She then surged towards the flaming suit of armor which leaped high in the air to avoid her. She turned into a skid while the flaming war-horse landed with a bang. The faceless wooden pony twitched unnaturally, it's neck moving at inequine angles. It caused a shudder to run the length of Aquaria's spine. She was a daredevil and feared little, but even she thought that was creepy.

"I'll have you know I have more reason to be here than either of you," she responded crossly. However that merely annoyed the flaming war-horse who snorted a gout of blue flames. The faceless wooden pony twitched unnaturally once more and then lunged at her with impossible speed. Aquaria used the water beneath her to create a tower that shot her over the unnatural creature. She then summoned the water back to her hooves and rode on it back to the ground. However she ducked and dodged around the flaming wings of the living armor.

"This is the home of Faust, none should be here aside from her," the war-horse stated firmly. His wings lashed out with unreal heat, the blue flames that made them causing the water she rode upon to sizzle. Normally she could handle fire simply enough and snuff it out with a little water. This stallion produced too much heat for her to do that. Mostly because she didn't have a large enough body of water with her. That in mind Aquaria quickly shot away from the flaming war-stallion as his body began to heat up even further. However the faceless pony came at her the moment she did.

'Two on one,' she noted, then narrowed her eyes, 'but I'm not some helpless mare,' she thought as a whip of water slammed into the side of the faceless wooden pony's head. He was sent stumbling back and Aquaria lunged forward and ducked under him and then jumped up to knock the creature off of it's spindly branches. Once the creature was in the air a water whip lashed out and sent the faceless wooden pony away. It's branches near instantly wrapped protectively around the saddlebags it was carrying, though a few reached out to halt it's path into the wall to further protect it's saddlebags.

Aquaria let out a breath of relief. She then turned to regard the flaming war-horse who narrowed his eyes dangerously. "You're beginning to try my patience wench!" the flaming war horse snarled. Auaria felt her brow twitch and narrowed her eyes on the flaming stallion. Her water started to rise up and she sent a plethora of watery whips at him. War-Helm mentally groaned and then leaped away as the whips tore deep gashes out of the floor. He ducked and weaved around several more before he flapped his wings and shot back. He saw a clearly annoyed look on Aquaria's face as she got onto her hooves and narrowed her eyes on him.

"Who the buck do you think you're you calling a wench?!" she demanded furiously. The flaming war-horse mentally kicked himself for saying that. 'I should have chosen my words more cautiously,' War-Helm decided. He swore inwardly as the ocean mare sent another whip at his head. He ducked below it then flapped his flaming wings to surge towards her. However she shot up on a pillar of water and then sent a stream of water at the back of his helmet. His helm was knocked from his body, which caused it to fall helplessly to the ground while his helmet bounced away.

War-Helm internally grunted as his helmet finally stopped bouncing. He then growled as he came to rest against the far wall. Aquaria smirked to herself as she blew a breath into her mane. "Well that's one problem out of my mane," she stated. She then yelped as the faceless wooden pony slammed into her from the side. She fell into a roll and then looked up as the faceless pony came at her. A large gash torn out of it's head in a twisted mockery of a mouth. It oozed a pussy black slime, which vaguely resembled tar, and that dripped down it's chin from the gash she made in it's head.

'Ugh, what is this thing?' she wondered to herself. She also wondered what was so important about it's saddlebags. It now had its branch like 'wings' wrapped protectively around them after all. She slowly circled the strange wooden pony while it circled her as well, clearly it didn't want her near it's back. 'What does it have in those that it wants to protect so badly?' she wondered to herself. Whatever it had though, it clearly wasn't going to tell her. Instead it's head snapped to the side at an unnatural angle and it lunged at her with inequine speed.

However before it could try to attack her further, a crimson magical aura surrounded it's hooves and held it to the ground. It tried to lift its hooves for a moment and then looked behind it. Aquaria blinked at this and then gasped as she was bodily lifted into the air then turned upside down by the same aura. Aquaria flailed helplessly in the air for a moment before she looked up as somepony cleared their throat. There was Faust, clearly annoyed by the look on her face, with a menagerie of ponies behind her. Some of the ponies she had met earlier, but three of them were new... they were also alicorns.

However her attention was on her clearly annoyed aunt.

"What exactly do you think you're doing?" Faust demanded sharply. She then looked to War-Helm's helmet and blinked in surprise. "Wait a second, is that War-Helm?" she questioned. Luna and Celestia looked to the helmet, then the body and frowned. Unlike the War-Helm of their youth, this one was primarily silver with bits of obsidian, not to mention the body had been radically altered from what it used to. Those claws on its 'hooves' and vaguely wolf like legs were also new.

"He does not look like the War-Helm I remember," Celestia remarked. Luna nodded her own agreement on the matter. Faust hummed and then trotted towards the helmet. However before she could reach it the helmet in question snorted a gout of flame to rocket itself back and try to reattach to it's body. However Faust quickly grabbed it in her magical aura and brought it over to get a better look at it. She needed only a short moment to notice the altered helmet and growled.

"Is this the Mad-Crown!?" she demanded. Tree-Mane silently nodded it's head, and the ancient mare placed her hoof to her face. Twilight looked at the 'crown' curiously for a moment but before she could ask Faust about it, Rainbow jumped in front of her.

"Holy sweet mother of buck! Is that Slender-Mane?" the prismatic pony demanded with a hoof pointed at Tree-Mane.

"It prefers Tree-Mane," Faust responded distractedly. The other ponies honestly didn't care what it preferred to be called. The story of what this thing had done to griffons was prominent in their minds as they stared at it. If they had looked back, they might've noticed that Celestia was now hiding behind Clockwork. She had had a few too many encounters with Tree-Mane in her youth. Most of which were the reason she was bucking terrified of spiders!

"So you mean to tell me that story you told us was real?" Twilight demanded of Faust. The ancient alicorn blinked and then looked to Twilight with a curious frown.

"Yes, most of the stories I tell have a basis in fact," she replied. Twilight looked back to Tree-Mane with a shudder while Luna happily trotted over to the faceless pony.

"Hail Treeby! How art thou this fine evening?" the lunar mare questioned. Tree-Mane's head snapped to Luna, literally, and it raised a branch from it's back which patted her on the head. Luna smiled brightly while Tree-Mane then looked to Faust. It idly moved a branch to show her it's saddlebags and the ancient alicorn sighed.

"Good you got those at least," she breathed, "so why did also you revive War-Helm?" she questioned. Tree-Mane nodded its head, while War-Helm himself grunted to get the ancient mare's attention.

"Perhaps I might be able to answer that," said typically flaming war horse suggested. Faust looked down at the helmet with narrowed eyes. 'She's certainly in a mood,' he noted to himself. Not that Faust wasn't allowed to be annoyed, just that it seemed she was in a particularly bad mood. Then again, her tower had been invaded by numerous ponies today so perhaps she was allowed to be at least a little annoyed...

"I'd rather Tree-Mane explained itself," Faust insisted then looked back to the faceless pony, "and pull yourself together would you?" she demanded. The faceless pony's neck cracked as it's head tilted to the side. It then straightened and the black tar slowly flowed back up into the gash there. Bits and pieces of white wood followed and slowly sealed the gash back up, leaving a pristine white wooden faceless head in its wake. However the ponies looked on with no small amount of disgust.

"Ewww," Realm muttered with a shudder. She'd seen weird before, Dream Valley was somewhat known for weird stuff after all, but that honestly took the cake. She then noticed that Rarity was staring at Tree-Mane intently and frowned. "What's with you?" she questioned. Rarity hummed for a moment and tapped her chin.

"I don't know why darling," Rarity began then clicked her tongue, "but I have the strangest urge to put that stallion in a suit," she admitted.

"It's not a stallion or a mare, it's just Tree-Mane" Faust suddenly chimed. Rarity looked at Faust for a moment and then turned away with a hum. She continued to stare at Tree-Mane and then tilted her head.

"I wonder which would look better," she muttered to herself, "A red or a black tie," she added as she continued to stare at the faceless pony. Realm raised a brow then looked to Faust who shrugged her wings.

"My presence causes inspiration in ponies, I guess it inspired Rarity," she offered. Realm merely rolled her eyes. "Now back to you," she grumbled as she turned to Tree-Mane. It remained silent as ever, but Faust's ears twitched slightly and she placed her hoof to her face. "Great, so now my own tower is conspiring with you lot," she muttered to herself. She then sighed and looked at Aquaria. "So why are you here?" she questioned. The sea-pony queen cleared her throat and crossed her forelimbs.

"Perhaps you could put me back down first, auntie," she suggested. Faust rolled her eyes and released Aquaria from her hold. The sea-pony queen yelped as she fell to the ground, then quickly got back up and brushed herself off. She shot a look at an amused Faust as she grumbled under her breath, "I meant put me back on my hooves." She then took a step back as Luna rushed over to her and grabbed her in a hug.

"Greetings cousin!" she declared with a smile. "Tis most glorious to meet thee!" she stated brightly. Aquaria blinked and then looked from Luna to Faust.

"Is this one of your 'daughters'?" she questioned with air quotes. Faust rolled her eyes and sighed in response. "I'll take that as a yes," she decided. She then looked from Luna to Clockwork and noticed the pony hiding behind him was also an alicorn. "Okay seriously, how many alicorns exist and why have we never met before?" she all but demanded. She'd lived most of her long life thus far without a friend she could have for more than a few decades after all. Faust was the oldest and she was more like an aunt than anything. The fact that there was apparently a half dozen more alicorns out there that she could probably do stuff with really annoyed her.

"We're not sure how many of us there are exactly," Clockwork began. It was a fact that more of them tended to pop up as the years went by, but Cadence seemed to be the last thus far. "But as for why we haven't met, mostly just too busy on my part," Clockwork replied with a shrug of his wings. In his defense he was always out and about in time keeping things running smoothly. He didn't have time to make friends with the other pseudo immortal beings in Equestria.

"Tia and I rule over Equestria, which is itself a very demanding job, added to it however we also move the sun and moon," Luna replied then grimaced, "although admittedly I have only recently returned from a thousand year banishment to the moon," she admitted. That got a look from Aquaria but she was ignored as Tree-Mane made an eerie sound. She turned to look at the faceless pony and yet it went totally silent.

"Tree-Mane lives in the Black Forest," Faust spoke for him, then clicked her tongue, "Cadence lives in Equestria with Celestia, and Mort is also busy shepherding the souls of the dead," she continued. She then looked down as War-Helm's helmet grunted in annoyance.

"I was locked in Faust's tower," he deadpanned. Faust rolled her eyes and then looked back at Aquaria with a frown.

"Now that that is out of the way why are you here?" she demanded. The sea-pony queen fixed a look on her aunt.

"My guards returned to my city to tell me the undead swarmed your tower," she stated flatly. She then straightened her clothes and looked at the ancient mare pointedly, "I came to offer my assistance." Faust pulled a wing over her face with a groan at the admittance. While she appreciated Aquaria's concern it was totally unnecessary. Faust was old, sure, but she was still powerful. Unfortunately she couldn't send Aquaria back to her city right now. There was the chance she'd end up running afoul of the Smooze if she did. 'Ugh, there are way too many of us here right now,' she decided. The large group of ponies would undoubtedly attract the Smooze if they stayed idle...

"Alright," she began and lowered her wing, "we're going to the heart of the tower," she stated as she tossed War-Helm's helmet onto the rest of his armor. The armor stood up a moment later while Faust released Tree-Mane from her grip, "we're going to be moving quickly so you three better keep up!" she ordered sternly. Tree-Mane twitched and looked at the nearby ponies, it rose up on its branches to tower over them, the shadows seeming to rise around it and reach out for them threateningly...

"And if you so touch any of the little ponies I swear I will bucking set you on fire!" Faust shouted at Tree-Mane. Instantly the wooden pony dropped back to its hooves then turned with a crack to follow Faust. The rest of the ponies just stared as the two went deeper into the tower.

"How is it she controls that thing?" Twilight questioned quietly more than a little intimidated by the silent creature. Her friends shook their heads with wide eyes. The other alicorns shrugged, none of them were sure how Faust tamed Tree-Mane, and to be honest few of them wanted to know. Luna was the only exception as she was honestly friends with the wooden pony. However that mattered little at the moment. They had more important things to be worried about after all.

"Come friends, we mustn't tarry any longer! To the heart of the tower!" Luna declared and trotted after Faust and Tree-Mane. The other ponies slowly followed after them into the depths of the tower. Although War-Helm perked as he heard the tower, and knew where it was actually leading them. 'Finally,' he thought to himself, 'I'll get to burn something,' he noted to himself...


Tick...

Tick...

Tick...

The sound echoed in the wide room. Alongside the sound was music, soft and slow, a music boxes lullaby. The sound echoed, and yet she ignored it. Instead she focused upon a tiny dancing figure. It was placed delicately upon the only un-smoozed table. A tiny figure made of bronze and brass that danced. It was a simple little thing, but internally it was complex. It was a design her father had made, but never created. But she silently watched it all the same. Entranced and enraptured by it for a moment.

It was a simple little thing. Made from bits and bobs she'd found in the simulacrum chamber she hadn't needed. It had a wind up key at the side, not in use right now. She would wind the toy again once it stopped its little dance. But right now she just wanted to continue to watch it move. It didn't jerk like some machines were won to do. Its movement was fluid and graceful, and it brought a smile to her lips. She remembered that her father's work was always like that.

He could make the most amazing machines. Toys for the most part, but he had also built other things. Rare as they were she had always thought that they were interesting. Even then, the simplistic toys and music boxes he made had always been interesting. In that moment she could recall the days of her, well, 'youth' she supposed was the wrong word. She did not age so youth was not a thing she could understand. But it was from her early days that the memories sprung forth.

She recalled her father's shop. She recalled it and the sights and sounds and smells that first greeted her. The sight of the simple oaken wood of the shop and the brass and bronze and silver and gold of metal all over. The sounds of her father as he circled her to ensure she was complete. The smell of oil and wood and that ever so wonderful cedar smell that seemed to follow her father wherever he went. She remembered it all, and she remembered how happy she'd been back then.

Her father was a simple stallion, all things considered. He loved to build complicated machines, but he had hated overly complicated things like philosophy. Machines were simple, he understood how they worked so he liked them. He didn't need to understand people to understand machines. She was his daughter because he brought her into the world. It didn't matter that she was a machine. It didn't matter that she hadn't been 'born' in the traditional sense. It didn't even matter that she wasn't, technically, even an Earth Pony, though she certainly looked like one. Outward appearance aside she was a Simulacrum, and yet he still treated her like a daughter.

One time back then she had gotten an errant thought, and asked if she had a mother as well. Her father had admitted that the crimson stone that gave her life came from an odd mare. However, he hadn't seen her for quite a while. Her father hadn't known much about the mare. Only that she was a unicorn, she was brilliant, and her magic was the same crimson as the stone. She had even helped with some of the prep work for her creation. It was, in part, thanks to her that she even existed. So in a way, she did have a mother, but to her knowledge she had never met her.

She was a complicated piece of work too. Very very complicated. In all the time she'd known her father she could never really wrap her head around how he had made her. The mare that helped him had done far more work than she cared to admit. Enough to turn her from what would have been a moving doll, into a walking talking simulacrum as close to alive as possible. Her father's earlier designs and ideas had been for a machine, not a mare, not her. A dancing toy made to look almost real. Back then when she'd seen them she had honestly wondered what it would've been like if she'd been that way instead.

She came from her memories and watched the dancing toy once more. Well, it was simple, elegant, and in her opinion more wonderful than a pony. It was scaled down from the original design of course, she thought the smaller size was cute. It was simple and she enjoyed it's little dance. Ponies were far too complicated and unruly. The toy before her had a simple and pure purpose, to dance and entertain. It twirled and it moved in graceful little arks while she watched it.

For a moment she almost envied it. It didn't understand anything. It didn't feel anything. It didn't know anything. It just was what it was. A simple dancing toy. No emotions, no pain, nothing but its purpose. She hadn't had a purpose since her father died. She had been designed to prove her father was the greatest toy maker in all the lands. That was her purpose, but she had also been his daughter. When the lord had denied her father, and then made others believe him a fraud...

Her father became dull and listless, his business was ruined and the lord denied him the right to sell his toys ever again. She tried, she tried desperately to keep him stable. But in the end it hadn't been enough. She'd been alone. The one pony she loved unconditionally had been hurt in the worst possible way and had died for it. She could remember what happened next all too clearly. She could remember the pain of his death, and the anger for the wrongs of that lord. She remembered it welled within her, until finally something had cracked inside of her. The rest was like a blur of emotions and pain.

She followed the lord. She recalled she had done so for weeks. The stallion had become a paranoid mess soon after. The song her internal music box played had become a sign of danger to him. He knew the song for he remembered her and her father. He had known her father built her, not birthed her like he claimed. She was a machine and he knew it, he had simply been jealous. Jealous of a skill that an Earth Pony possessed that the Unicorn Lord did not.

It had not taken long for the lord to retreat to his home. He denied the court, he denied visitors, and his subjects grew worried for his mental health. She had listened and knew it was time. The lord lived in a mansion on a hill. She remembered that she climbed that hill in the dead of night. She remembered that she had slunk though his home and caught him in the dark. She recalled how she broke off his horn, robbed him of his magic as he robbed her father of his craft.

She had then done worse. She recalled how she had hurt him, cut at his face and body and removed his tongue. Soon there was nothing left but what would eventually be a scarred up mess. She had paid special attention to his Symbol, so that no one could recognized him. She had used a healing tonic to speed that process along. Such things had been common in those days. The era of alchemy had been at its peak after all. Then she had put him in rags before she dragged him through the streets and tossed him into the filth. The last thing she did was smile and wave as she left him to his fate.

She had let the music box play loudly, allowed it to echo in the streets so he would never forget it, or her.

She had robbed that lord of his magic and of his life. She hadn't killed him though. No. That would have been a mercy she was sure. To live as a tongueless scarred mess on the streets. Without his wealth, without his prestige, without anything he had come to see as his own. She had felt it a fitting punishment at the time. She didn't know much about what had happened next. She hadn't cared enough to check up on him. Maybe he had killed himself, maybe he had simply wasted away, who cared really.

She had never been quite the same after it though. Unicorns made her just a bit... moody, she supposed was the right word. She quite plainly couldn't stand them. Their stuffy attitudes. The way they felt it was their right to rule. Bah! All they did was a bunch of silly little tricks. The Earth Ponies made the food. The Pegasi controlled the weather. What did Unicorns really do? They collected books, they learned spells, but did they ever do anything of any real value to anypony but themselves?

No!

All they did was stay in their stupid little towers and castles and mansions, lording over everypony else like they were some great gift to ponydom! It made her so sick and mad and errgh!

She slammed her forelimbs onto the table with gritted teeth. Her vision blurred while the table shuddered and creaked and very nearly buckled under her. Her breaths came in labored pants. She looked to her forelimbs, no longer ended in hooves but something else. The new implements made finite detail easier for her. It was only because she couldn't otherwise achieve such details that she had altered her forelimbs so. She didn't want to alter her father's work, it had been necessary.

She looked down to see her toy had stopped moving. It sat low and posed in what appeared to be a sleeping position. Almost as if it's task was done and so it laid down to 'rest'. She took a moment to collect herself and snorted. She didn't technically have lungs. She didn't even need to breathe. She just liked to think that 'taking a breath' could help you calm down and snorting felt right for when she was angry. Mimicking the motions of ponies had become second nature after that incident with the lord.

She'd tried to integrate with ponies of course, she tried to be 'normal' but it'd been difficult. While physically she'd been a 'mare' in age, mentally she'd been so much much younger. Her mind was filled with knowledge true, but she hadn't had any experiences to go with it. Sometimes she had acted like a giant filly. She had wanted to play with the foals, but they called her weird. She didn't like being singled out and it just made things for her worse. Eventually she'd realized she needed a job, if for no other reason then to appear be normal.

But there was a problem with that.

She didn't actually have Earth Pony magic so she couldn't grow crops like they could. In that era it hadn't been like she could realistically do anything else. Earth Ponies had had their place in society after all. They grew the food. That seemed to always be what Earth Ponies did now that she thought about it. In Faust's reign that hadn't been true, but that was a different time. A much better time honestly. But she wasn't in that time. So her options had been... limited, to say the very least.

She had ended up as a Scullery Maid in a unicorns employ...

It was just one more reason she hated bloody unicorns. They had called her incompetent, useless, worthless, and a host of other things. She couldn't seem to do anything a normal pony could. Her hooves were made of a sort of wood, or maybe something else, so they couldn't pick things up like normal ponies. That alone had made her job a thousand times harder. It didn't help that she couldn't feel things like ponies. Children tugging at her tail or apron didn't register to her. She'd said she was 'essentially nerve dead' when they demanded to know why she hadn't paid them any attention.

She'd been fired within a week. She'd tried other jobs. But none of them had fit. It didn't help that a few times when ponies bumped into her they started to feel something distinctly not like a pony. She never paid it any mind at first. But then the whole unicorn dominated thing started to get more and more apparent. It had started to make her edgy. Soon enough it just made her mad. Mad enough that she had gone on a mad spree of snapping off their horns in the night.

It had turned her one isolated incident with the lord into something more. It had also made her into a legend. Bloody Mary they came to call her. They had tried only once to capture or stop her themselves. The Unicorns and, surprisingly, the Pegasi that is. They had tried to hurt her, only for her true self to be revealed. A machine, powered by magic, and able to mimic a pony to perfection. Her father's finest work finally laid bare for them. They had ran at that. The Unicorns anyways. Apparently fighting roughly half a ton of metal in the shape of a pony was not their idea of an ideal fight.

The Pegasi, being as foolhardy as they were known to be, had still tried to attack her. Their speed did little more than annoy her. When she didn't want to move she was like a rock. That whole 'half a ton of metal' thing had not been an exaggeration. There was a reason she had never left the ground floor of most homes. When they couldn't rush or dive bomb her, without injury to themselves anyways, they had resorted to other methods. Lightning actually hurt. That was the only thing she'd say on that matter. Aside from when fire started to spread all around her... she really didn't like fire. Her father had always told her fire was bad after all.

Thankfully, she had managed to escape them without damage to her internal workings. She returned to her home and retrieved a spare suit of skin... er... pelt... whatever you called her coat. It wasn't real fur, or hair actually. Her father had made only a few of them and most had been damaged by that point. The last of them had been used so she could escape the pursuit of the pegasi. But Bloody Mary wasn't done quite yet. She wasn't sure if she wanted to start with the Pegasi as well. But at that point she had really considered it. It'd be easy to break their wings or something similar after all...

But then she had met her. Faust.

Mary hadn't stood a ghost of a chance. A unicorn could get lucky if she didn't catch them off guard and get a spell in on her. She wasn't immune to magic after all, though the unicorns hadn't exactly known that and had assumed she was. Idiots. Faust on the other hoof was a pony who could and would fight with her own hooves. The strength of an Earth Pony of her size and weight, yeah, that had actually managed to dent her.

Added on top of that, Faust had conjured a ring of fire to paralyze her with fear. She had had no way to escape, no way to fight, she'd been alone against the oldest creature to ever exist. Truth be told, it had taken the much larger, faster, older, stronger mare nearly no time to capture her. Then she'd taken her away, transported her to the grand archives. Her tower, he home, a place that few had ever seen before. Then she had strapped her into that diabolical thing she'd been in and ripped her heart out.

And they said snapping off a unicorns horn was extreme. Ha!

Sure her 'heart' was just a Spectra Gem but it was the principle of the matter! Faust had ripped her heart out while she was still aware! Even worse it had, somehow, caused her to relive every last memory of her life up to that point again and again and again and again and again and again and again! She grit her teeth and bit her lower lip as the memories pushed against her mind. She didn't know how she hadn't gone completely insane by it. Well, she wasn't completely sane, she was sure, but she also wasn't a jibbering mass of insanity either.

Regardless she leaned back and looked around herself. She looked to the devices around her. The devices collected by Faust over a millennia of life. Simulacrums that had been built, then torn apart by the mare. Few of them still had the ability to move. So she had used their parts for her own ends. She replaced her hooves first of course, though that had been a task in and of itself. Once it was finished she'd replaced her eyes and made a few other... 'modifications' to her body.

It had been sheer luck that she'd found any viable parts. Most of the ones that were still intact had been covered in the odd purple-grey slime. The same slime had hardened not long after the main body had moved. She'd tried to break it already but it was absurdly sturdy. The machine-mare was actually curious about how hard the stuff was, but had no real way to test it. She'd already decided that she was going to put off such experiments until after she'd dealt with Faust. Science was all well and good, but she wasn't going to make plans until after she'd dealt with Faust.

Although now that she thought about it if she really wanted to be careful she shouldn't just attack Faust head on. No, she could use some assistance in dealing with Faust. She glanced around at what little remains she had to work with and grinned. While mane of the parts were covered in whatever that purple grey muck was, there were some on shelves that were out of the way. She could get to them thanks to her modifications. She wouldn't have to worry about that at the very least. Faust was powerful, no pony could deny that, and she was going to be careful when she finally faced her.

Although she couldn't help but think it was almost ironic, how 'the Marionette' would soon become the Puppet Master!


TBC...