Brainiac Takes Manehattan

by TopWanted


Program: Runway

Twilight sighed as Fluttershy trailed further and further behind her. The two had been walking for hours along the coast. They were probably a good hour and a half walk from the city proper now. To her right were trees and forest and to the left was the bay. Twilight wished she could have just flown this distance but Fluttershy was simply too scared to approach the bay, even flying over it. Twilight had hoped that walking along the shore she would spot something, anything that might help her search. But it proved fruitless.

“Fluttershy what’s taking so long?” Twilight asked as she waited for her friend to catch up.

“I’m sorry,” Fluttershy stammered. “It’s just… um… well… um…”

Twilight put her face in her hooves as she let out another sigh. “Look, if you really don’t want to come any further, you don’t have to. I’m just going to investigate. We’re not doing anything too rash right now.” The last thing she wanted was to engage the threat. Celestia seemed to make it perfectly clear that it was a challenge everypony must face together. Fluttershy shook her head.

“What kind of friend would I be if I just let you leave and face a big… scary… monster… alone?” Fluttershy’s voice began to trail off into a high pitched squeak. Twilight blinked back to her friend’s side to put a reassuring hoof over her.

“Fluttershy,” Twilight smiled. “Whatever we face coming up I swear I’ll be right there to protect you. After all, what are friends for?” Fluttershy smiled back and the two began to walk in tandem down the shore line.

After about fifteen minutes of travelling they turned a corner and something caught Twilight’s eye on the shore up ahead. “What in the world?” She squinted at the large round object sitting on the shore. Fluttershy squinted to see as well.

“What do you suppose it is?” she asked nervously.

Twilight put her hoof over her friend once more. “I’m not sure but are you ready to find out?”

Fluttershy gave a reluctant nod and the pair walked closer. When they were mere hooves away Twilight took a closer look at the round object. It was a perfect sphere made entirely of metal she had never seen before. Its unbroken skin almost made it appear like an egg.

“Fluttershy, do you know any creature that lays eggs this big?” she asked.

Fluttershy shook her head vehemently. “I don’t think I’d want to know if there were.”

Twilight tentatively placed a hoof on the smooth metallic shell and jumped back as it hissed to life. Creases formed from the unbroken skin and a door slowly opened outwards allowing the mares a view into the inside. Twilight took a look at Fluttershy and gulped. “I’ll just take a peek.” Fluttershy wanted to argue but she was too overcome by fear. She huddled by the trees of the shore line while Twilight poked her head in.

The inside was just as metallic as the outside. It simply was a small room with no seats or table. Twilight glanced at the top of the inside room and noticed a large black bulbous sphere. The sphere hummed to life and bathed her with a line of lasers and light. Twilight pulled back out of the sphere at the surprise but was amazed to find the black sphere had followed her outside, its end stuck to a long flexible metal cord. It continued to bathe her in light and green grid patterns popped up across her form. Twilight began to panic as she expected to be set aflame, but the light didn’t seem to hurt her. Another moment passed and she raised a hoof watching as the black sphere followed her every movement. It beeped once then twice, the lights finally fading. Suddenly a metallic hollow voice appeared from the sphere. “Magic source detected. Energy output: unreadable. Must continue study.”

A large metallic tentacle shot out from the sphere and grabbed Twilight’s hoof. Twilight’s eyes widened in panic as the tentacle pulled hard and she let out a scared scream. Fluttershy jumped in surprise watching her friend get pulled instantaneously into the metal sphere. “Twilight!” she shouted, the hatch shutting with an ominous thunk. A second black sphere appeared above the metallic one, coming from inside. It shined its eerie green light over the trees. Fluttershy instinctively ducked behind a large oak and held her tail close, keeping her mouth shut as tightly as possible. When the black sphere had finished its sweep it pulled back in and the sphere pushed itself away from the shoreline. Fluttershy watched with nausea and worry as it sunk slowly into the water, out of sight.

Fluttershy had to get help. She had to tell her friends that Twilight had been captured. She had to get back as quickly as possible. Fluttershy struggled to get her wings to fan out but they simply wouldn’t listen to her. She was just too scared. She crushed back her tears and began to run as fast as she could back the way they had come. The sun had begun to set. She probably wouldn’t make it back until night time. She was all alone.

---

Rarity paced back and forth as ponies rushed past her. Tonight was the night. Her night. Some of Equestria’s most famous and beautiful ponies would model her clothes. Here, at the Hillton Premier in Manehattan. Rarity simply couldn’t hold her excitement back when she received the news via mail.

Rarity was working in her sewing room when a clumsy gray Pegasus slammed into the window startling her. Rarity ended up missing a few stitches which made her a bit annoyed, but whoever it was at the window deserved priority since they could be hurt. She went to check and opened the window to look down. A gray mare with light blonde hair and crooked eyes shook her head as she lay on her flank. She wore a mailmare uniform.

“Derpy, is that you?” she asked.

“Hello, Rarity!” the mare enthusiastically replied. She reached into her satchel to retrieve a small envelope. “I got your mail!”

Rarity smiled but rolled her eyes, levitating the mail up to her. “Thank you, darling!” she called back. “But do be more careful of closed windows.”

Derpy blushed. “I’m sorry. You just keep them so clean, I just don’t know what went wrong.”

Rarity chuckled at her absent minded acquaintance and closed the window. She tore open the letter to reveal an embossed cover with the logo for the Hillton, a very nice line of hotels. She read on.

“Dear Miss Rarity,
With your recent opening of a shop in Canterlot and the steady rise in popularity of your own personal brand, Hillton Hotels would like to invite you to take part in our annual Fashion Week Convention. Ponies from all over Equestria will be here to both buy and sell dresses of extraordinary quality. You have shown a great deal of creativity and maturity in your small but successful line of boutiques and thus we’d like to offer you an invitation to display your unique style on our runway. You may bring your own models or they may be provided for you. We look forward to seeing you and your new collection.”

Rarity jaw dropped as she reread the letter. Fashion Week. In Manehattan. Her clothes on display! Worn by professional models!? When Rarity came to she was on the floor. “Oh, what a nice dream,” she moaned. “I guess worked so hard I fell asleep.” She yawned as she stretched her hooves to the side, accidentally touching a piece of paper she’d left on the floor. Her face went blank as she picked it up to read it again. She lowered the letter slowly as a huge grin spread across her face. “YESYESYESYESYESYESYESYESYESYESYESYES!!!!!!!!”

Rarity smiled as she remembered that feeling. She felt bad for having to ditch Twilight at such an inopportune time but this was a once in a lifetime chance for her. If these ponies liked her dresses it would be goodbye petty contests with simple judges. She would have notoriety. A huge boost in the industry. Maybe even her own brand and company! Rarity sighed as her eyes glazed over at the thought of such a dream.

“Rarity, darling!” a female voice called from behind her. Rarity turned to see the manager of her Canterlot Boutique. She was a taller unicorn with an aquamarine coat and orange highlighted mane. She wore a beautiful black dress with a golden saddle.

“Sassy! I’m so glad you could make it,” she cried as she approached her beloved employee. Rarity embraced her in a hug and Sassy reciprocated. Rarity pulled back after a moment and grimaced slightly. “Honestly, I was pretty worried I would have to do this on my own. I already have butterflies in my stomach. The tension is driving me up the walls.”

Sassy giggled as she looked to where Rarity had just been. The white mare had literally paced a hole into the floor. “I can see that.”

Rarity turned to look and winced. “You think they’ll notice?”

Sassy smiled and shook her head. “Don’t worry so much, Rarity. I’ve seen your new designs, they’re fabulous! You can compete on any level.”

Rarity took a deep breath, encouraged by her friend’s words. “Thank you, Sassy. I really needed to hear that.”

Downstairs in the lobby of the Hillton premier Applejack and Pinkie Pie tried to pull in an enormous cart of apples through the revolving door, earning looks of confusion and annoyance from the patrons around them. Applejack sweated slightly as she smiled nervously at the ponies around them. “Pinkie, I told you we should have used the back entrance!”

Brainy stood on the curb outside watching the two struggle, his eyes never rising from their half lidded expression. Pinkie Pie struggled as she groaned against the massive weight of the cart. She shot Brainy a glare. “Come on, Brainy! Put your back into it!”

Pinkie took one last long pull before Brainy rolled his eyes and walked forward placing a single hoof on the cart and pushing. Pinkie’s pull immediately shot the cart through the door and started it careening down the lobby. Applejack shouted in dismay, “Look out!”

A tall, pretty green pony who had just been passing through noticed the runaway cart careening toward them. She screamed in terror as the cart rushed forward to run her over. Applejack ran as fast as she could but she could not keep up with the cart. Pinkie panicked and glanced at Brainy, but the stallion was already gone.

With speed that defied description, Brainy ran past Applejack and straddled the front of the cart as it skidded to a halt. Brainy stopped mere inches away from the pretty mare. Why did he do that?

Brainiac had no reason to stop this cart nor to save a pointless pony. Perhaps he simply wanted as many specimens alive for when he miniaturized the city for study and posterity. Brainiac decided he’d go with that.

The back end of the cart lifted high into the air from the momentum as the pile of apples trembled. The mare took a terrified look upward as a single apple fell from the cart and bonked her on the head. The mare moaned with a flourish as she passed out. The cart soon falling back on the floor.

Applejack and Pinkie Pie rushed over. “Wow, that was-” Applejack began but caught sight of the unconscious mare. “Oh no. Ma’am, are you alright?” She lifted the mare by the shoulders but all the pony could do was flutter her eyes lazily as she moaned again.

“What is going on here?” a strong female voice demanded. The group turned to see their friend Rarity walk in accompanied by Sassy Saddles and what appeared to be the Hotel Manager, a tall golden mare with light yellow mane and a flowing red dress. Rarity smiled slightly as she saw her friends but then gasped as she saw the unconscious mare. She and Sassy rushed to her side.

“Prancy! Prancy are you alright?” Sassy insisted as she held the mare up.

The green mare swooned. “Too… Many… Apples…”

The Hotel Manager trotted over with a concerned look. “Is she alright?”

Sassy breathed a sigh of relief. “Yes, she’s just a little dazed.” Her face grew grim. “However I doubt she’ll be able to model tonight.”

“What?” Rarity exclaimed shocked.

“I take it this is your model, Miss Rarity?” the Hotel Manager asked.

Rarity sighed. “Yes, Miss High Class. She was supposed to display the core dress for my line.”

Miss High Class frowned and nodded solemnly. “I see. Well, it’s not too late. Your line won’t be presented for another hour or so.” The mare gave a small smile. “If you can find a replacement you can still participate.”

Rarity’s eyes widened. “Where am I going to get a new model at this late hour?” She slumped her shoulders in defeat.

Applejack approached her from behind and put a conciliatory hoof around her. “I’m really sorry about this, sugar cube. I really didn’t mean for any of this to happen.”

“Yeah, sorry,” Pinkie Pie added sullenly.

Rarity sighed but smiled. “It’s alright. It was an accident anyway.” She frowned in confusion. “Hey, what are you two doing here with an apple cart anyway?”

Applejack smiled. “Sapphire Shores hired me to help cater the event. Speakin’ of which, I’d better get to the kitchen asap.” Applejack looked around. “Um, where do you think that is?”

High Class laughed and smiled. “Follow me, Miss Applejack. Sapphire said I should be expecting you. I can take you there.”

Applejack nodded and hitched up her cart, glancing once more at Rarity. “I really am sorry, Rarity.”

Rarity shrugged but her face still showed a large amount of disappointment. Applejack frowned as she headed off with High Class. Suddenly she chuckled. “You know what’s funny? I actually just met a pony this morning that would complement my clothes perfectly. Wouldn’t it be a funny twist of fate if he were here?”

Pinkie Pie giggled. “That would be funny. Come on, Brainy!” Pinkie shouted as the cart followed after High Class. Pinkie trailed after followed by a light green stallion with a dark purple mane. Rarity’s eyes widened as the stallion passed.

“Hey, you!” she called making Pinkie and Brainy stopped. Rarity rushed over to the stallion and examined him closely, noticing the purple spot on his forehead. She grinned widely. “I can’t believe it! You’re him! The pony I met on the bus.”

Pinkie walked up and placed a hoof around Brainy, the stallion nonreactive. “Oh, you know Brainy, Rarity?”

Rarity flushed as she continued to inspect Brainy. “Well, yes, we have met before but I don’t believe we were properly introduced. I’m Rarity. Now would you lift your right hoof for me?” Brainy complied unemotionally and Rarity pulled out a small stylized tape measure. She reached it across him and gasped. “It’s simply unbelievable. I’m amazed by how on the mark I can be sometimes.” She grabbed Brainy by the shoulders. “You simply must be my replacement model!”

Pinkie’s eyes popped open in surprise while Brainy’s remained unlifted. “But Rarity, Brainy’s a stallion.” Pinkie shot her new friend a scrutinizing look, finally seeming to take his figure in. “At least I’m pretty sure he is.” She raised a quizzical eyebrow.

“Actually,” Brainy began, “This shell is based on both male and female characteristics-”

“It doesn’t matter what he is,” Rarity interrupted with a flourish of her hoof. “What matters is that he’s perfect! Sassy!” Sassy promptly appeared next to Rarity. “Bring him to the back and I’ll start making some adjustments.”

“You’re the boss,” Sassy said as she grabbed Brainy by the hoof and began to lead him away. Pinkie intercepted them standing with her hooves outstretched in front of them.

“Rarity!” she shouted. “I’m surprised at you! I know you’re in a tough bind but you should ask somepony for a favor before you force them to do anything.” Brainy let out a snort.

Did he seriously just laugh at the hypocrisy of the pink mare’s statement? Did he actually find her… amusing?

Rarity’s expression fell as she lowered her head. “You’re absolutely right, Pinkie. I acted to rashly.” She cleared her throat and turned to Brainy, then she broke down. “PLEASE PLEASE PLEASE!!!! Just wear the dress for two minutes that’s all I ask!” To his surprise Brainy found Pinkie on her knees next to Rarity as well, her eyes large and pleading too.

Brainiac just couldn’t figure these ponies out. Every action they took seemed non-sensical, lacking logic and purpose. These were the ponies chosen to wield this world’s most powerful weapons? What was the factor that made them so worthy? The more he wrapped his nearly infinite genius around it the more he came up flat. There was no reasonable point behind these mares being chosen. What did they offer?

Then there was himself. What was Brainiac doing right now? He should have run after the FruitCon debacle. He should have simply returned to the ship and left these ponies to wait for his return as the true Brainiac. He was growing impatient and somehow it showed on his face. Pinkie Pie’s brow furrowed and she put a hoof around his shoulder.

“Y’know, you don’t have to do anything.” she stated simply.

Brainy frowned in confusion. “I don’t have to do anything?”

Pinkie smiled brightly. “Of course not, silly! Friends don’t do things for each other out of obligation. We do it because we want to help them.”

Brainiac couldn’t believe this. He could just leave and he wouldn’t be pursued. This mare placed so much trust in him that she would just let him leave without question? What luck! …And yet.

Brainy raised his head from thought. “Very well,” he stated blankly.

Rarity jumped for joy and Pinkie gave the stallion one more huge air constricting hug. Rarity cleared her throat once more as she returned to a lady like demeanor. “Yes, very good. Now we’re running a bit behind schedule but I’ll be back with the altered dress in two snips flat!” She disappeared behind a “staff only” door as Sassy, Brainy and Pinkie walked toward the back rooms.

They crossed the hallways that connected to the large open atrium area where the show would take place. Many spectators and fashion ponies were already milling around the area close to the runway, schmoozing with the elite. Pinkie gazed long and hard at the jet black surface of the runway. “Pretty,” she murmured. Brainy seemed to show no interest, yet Sassy still stopped to speak.

“I know,” she said. “Amazing isn’t it? You know I was once a model myself.” She smiled grandly and pointed to herself.

Pinkie turned to Sassy. “Oh, like in your youth?”

Sassy’s eyes popped open and she turned on Pinkie. “No, like three or four years ago.”

Pinkie’s eyes widened with realization and she chuckled nervously. “Oh! Sorry, I guess I thought you were… um…”

“What?” Sassy now eyed Pinkie pensively.

Pinkie barely squeaked out her words. “I thought you were like forty?”

Sassy pursed her lips in anger but held it in, instead letting out a frustrated sigh. “Let’s just go.”

As they began to walk again Pinkie spoke up, “So how old are you?” Sassy shot her an angry glare and Pinkie shrank back. “Shutting up.”

They reached the backstage where many other models were already in dress and applying makeup. Sassy told Brainy to sit in front of a large mirror. He did so and she took a look at his mane. “You know, darling, you do have a beautiful shade but that means nothing if you don’t moisturize. I swear it’s like you were walking on a beach all night, your mane is so frazzled.” Brainy did not respond. Sassy sighed and turned. “I’ll go see if I can’t find some conditioner.”

Brainiac stared at himself in the mirror. Why was he going through all this? He had just been given the chance to leave quietly and he didn’t take it. Was this new body going against him? If so how? He was in control. He had felt no outer force guiding his hand in making the decision to stay. It was almost like he did it because… he wanted to stay.

Though his face showed no emotion, Pinkie Pie seemed to be able to read the stallion’s anxiety like a book. She hopped behind him and slicked her poofy hair back to put on a cabby hat she’d pulled from nowhere. She proceeded to rub his shoulders and speak in a gruff old man voice. “Alright, kid! I know you’re scared. But I’m gonna need you to go out there and be a star! You’re gonna eat fame, and crap glamour!” Brainy did not respond to her strange impersonations or jokes, though the pink pony still laughed at herself. She threw off the hat and hugged him around the neck once more, more gently this time. “Thanks for agreeing to do this, Brainy. It means a lot to Rarity and me.” She gave him a quick peck on the cheek.

Brainiac suddenly felt a large heat begin to rise in the spot where the mare had kissed him. So finally she shows her true nature. Perhaps some form of poison? He reached up to his cheek to analyze it but found that his other cheek was just as hot. He looked at himself in the mirror, his cheeks were beet red. Was he blushing?

“I’m back!” shouted Rarity as she stampeded through the backstage with a sealed dress floating on a hook beside her.

“So am I!” Sassy announced as she held aloft a tube of conditioner like a sword.

Rarity took a look at the bottle. “Oh, Sassy, that’s perfect! I’d almost forgot about the hair.” She took another look at Brainy in the mirror. “Hmm, and were going to need to do something with the eyes too. Something to really make them pop.”

“Ooh! Ooh!” Pinkie shouted. “How about-”

“Not to be rude, darling,” Rarity interrupted, placing her hoof on Pinkie’s mouth. “But let the professionals handle this.”

Sassy smiled as she grabbed a large folding screen and placed it between them and Pinkie as she was scooted away by Rarity’s magic. Rarity peaked her head out the side. “This will only take a moment.”

Pinkie could see the silhouettes of the three as they began to work. Rarity unzipped the sealed dress and displayed its silhouette to Brainy. “Now are you sure you’re okay with this?” Brainy simply nodded and Rarity squealed in delight. “Wonderful! This part goes here and…” The silhouettes began to mold together as the three forms squirmed behind the screen attempting to get Brainy into the outfit. When that was done, Brainy still sat in the chair. “Oh, you look divine!”

“Now for some touch ups,” Sassy pronounced as she dolloped a glob of conditioner onto her hoof and began to style his mane. Rarity grabbed a small cylinder of eyeliner and began to work on the stallion’s face.

“I really have to admit it, Brainy,” she mused. “You look a lot better than most mares, even without make up. What’s your secret?”

“I was born yesterday,” Brainy replied nonchalantly.

The two laughed. “Oh, darling you are a crack up.”

After a few more minutes of work, Rarity took a step back. “And finished!” Pinkie chewed on her hooves in nervous excitement as Rarity rolled the folding screen away. Pinkie felt her jaw drop to the floor.

-

Applejack stood by the dessert table of the catered buffet. Since Pinkie and Brainy (HA!) had disappeared she was forced to set up the table herself. She finally put the finishing touches on the table as a tall mare with brilliant blue mane snazzy purple shoes and white dress approached. “Mmm Mmm! That looks delicious!”

Applejack shot to attention as she turned around to see Sapphire Shores approach. “M- Miss Sapphire Shores! I… uh… I just wanted to thank you for…”

Sapphire held up hoof to silence Applejack as she grabbed a slice of apple tart from the buffet. She took a large bite and moaned in pleasure. “Mmm! I knew I was making the right choice with your apples.” She turned to look at Applejack. “You’re one of Rarity’s friends, right?”

Applejack held her hat in her hoof in a show of respect. “Uh, yes ma’am.”

“Aw, no need to be so formal, honey,” she said. “Hard to believe you got this ready on such short notice. I’m really grateful.” She placed a hoof on Applejack’s shoulder. “When I tasted one of your apples this afternoon I knew it’d just blow these crusty old money ponies out of the water!”

Two rich looking unicorns approached the table. One had a gray coat and glasses with a green polo while the other was pale yellow with pink and white polo. The gray unicorn took a discerning look at the apple treats. “Hmph, the food they serve at these events has truly lost its luster.” The other nodded her agreement. “It’s certainly a lesser menu.”

Sapphire turned around to face them with an accusing pout and glare. “You’d better try one of those lesser treats before I treat you!”

The two stiffened as they realized who they were talking to. The two grabbing an apple cupcake and backing away slowly with and apologetic smile. Sapphire and Applejack watched from afar as the two took a bite of their treats and smiled broadly at the taste. The two mares glanced at each other and shared a giggle.

Suddenly the lights began to dim as floodlights began to appear on the slick black stage. Mist began to roll out from behind the curtain. “Ooh, looks like its starting!” Sapphire shouted excitedly. Music began to blare as the first model exited the curtained backstage and began a trot to the end of the runway.

Applejack was no expert on fancy dresses or the like but she could see why somepony like Rarity would want to be at a shindig like this. It was pretty sad that she wouldn’t get to show off her dress. Models came and went with several announcements being made about the designers or the lines. “So you set this up all on your own?” Sapphire asked above the music.

Applejack shook her head. “Well, I was supposed to have some helpers but I just don’t know where they ran off to.” Suddenly a name appeared in the announcements that AJ wasn’t expecting.

“And now for the first time on the professional runway, it’s a dress made by the latest fad to hit Canterlot. Presenting… Rarity Chic!”

A long green hoof extended from the black curtains followed by a gorgeous looking pony with slippers of deep blood orange with fiery frills. The dress was modeled after flames as well with a blood red body and shades of orange trailing from the hem that seemed to end in ethereal cloth that sparkled with the light. The dress was shoulderless, exposing the pony’s slim front figure while drawing attention to a brilliant orange broach flower that blossomed from the chest. The pony’s purple mane was long and flowing much like Fluttershy’s with the bangs covering one of the eyes. The other shown brightly with glitter and shadow that accentuated the pouty expression the pony seemed to have. Most of the crowd seemed to think the model’s disinterested expression was for show but AJ knew otherwise. Her jaw dropped to the floor.

“Wow!” Sapphire commented. “I have got to get Rarity to make me one of those. And that mare’s not to bad looking neither.” She grinned smugly as Applejack attempted to stifle her laugh.

The model completed the walk to the end of the runway and then returned, not even bothering to pose. A white hoof poked out from the curtain and waved the model to go back to the edge. The model gave a confused expression and returned to the edge, still not doing anything but stare blankly. Yup, that’s Brainy, Applejack thought.

“Psst,” she whispered to the pony on stage. “Psst!” Brainy turned and saw her below. She began to mouth her words. “Do a pose.”

Brainy did not respond physically to her words for a minute. The music simply playing on. As some ponies in the crowd began to become confused as to what the model was doing, it finally moved. Brainy splayed his left leg to the side as he bent his right leg to lean back with his rear slightly in the air. Applejack blushed at the seductiveness of his pose and the fact that he truly did look like a mare. Sapphire put her hooves to her mouth and let out a whistle with a cat call. Other ponies in the crowd began to clap and cheer as well. After a minute Brainy released himself from the pose and returned to the backstage. The show continued but the crowd was clearly abuzz with excitement from that last one.

“Damn,” Sapphire grinned. “Think Rarity will give me that girl’s card?”

AJ smiled and chuckled. “Oh, I’m pretty sure she’s not with any agency you’ve ever heard of.”

-

Once the show started to wrap up, the parade begun. Each model was expected to parade out and form a semicircle around the stage as the patrons got one last look at the dresses. Pinkie held his hooves as they prepared to make the procession. “You did great out there, Brainy! Just one more round and this will be perfect!”

“It certainly will!” Rarity agreed.

“Yes,” Brainy simply responded. He proceeded to the line and got in front of an elegant looking blue unicorn in a black dress. The unicorn sneered as she took a long look at the pony in front of her. She tapped him on the back and Brainy turned, his usual expression still on his face.

“Nice job out there,” she commented with a hint of sarcasm. “Just be sure not to trip up this time. Don’t want the rest of us looking bad.”

Brainy frowned as he returned his attention to the front. Suddenly his heart rate increased. He could feel sweat on his brow. He held a hoof to his chest to measure his vitals, they seemed spiked. This was impossible, he was supposed to be indestructible with super strength. How could his vitals be so high? And why did his hooves seem to tingle with every step he took? A thought crossed his mind. Was this worry? Was he actually worried about his performance? The line began to proceed out the curtain and Brainy took in a sharp breath as he pulled back, ending up running into the pony behind him.

“Hey! Watch it!” she said. Brainy moved to the side as the procession continued without him. Rarity and Pinkie rushed over.

“What’s wrong, darling?” Rarity asked, concerned. Brainy rubbed his hooves together as he stared at the ground. Pinkie took notice and, once again, was able to read his blank expression perfectly.

“Rarity, can I have a minute with him?” she asked with a polite smile.

“Very well,” Rarity replied, looking nervously at the slow moving line. “But just be quick, please.” She walked away leaving Pinkie alone with Brainy.

Pinkie lifted a hoof around Brainy’s shoulder and felt him tremble. She gave him a small smile. “You know, I have a sister just like you.” Brainy did not respond noticeably. “She may come off pretty strong and disinterested but that’s only a small part of her. When we were younger she… well, she was pretty much the same, but it was all for a purpose. My sister was the oldest and that came with a lot of responsibilities. Taking care of me and my other siblings was a twenty four seven job and for the longest time she took it upon herself. Well, one night I walk in and find my sister crying, for the first time. Before that I couldn’t even imagine my sister crying. She was working on a birthday present for my younger sister, it was a doll that she just couldn’t get the stitches right on. It frustrated her so much that she actually started to cry. That was when I knew that my sister wasn’t a machine. Not that I didn’t already know before but… y’know.” Brainy lifted his head and stared confusingly at Pinkie. She continued to smile. “Eventually my sister didn’t have to take on so much responsibility. She still stayed pretty aloof and disinterested, but I became better at reading her. So I guess the moral of my story is… don’t push yourself. I know how hard responsibility can be, but I also know that there’s some responsibilities you don’t need to take. Plus some that are over like that.” She snapped her hooves together for emphasis. “You don’t have to do this.”

Brainy took a deep breath. He was a centuries old intelligence with eons of memory. He had recorded histories throughout the entire cosmos and destroyed just as much. Yet the thought of walking out there seemed too much for him. His logical mind screamed that it was pointless worry. That all this was pointless. But the pink mare… Pinkie Pie’s story brought a new question to mind. What about his mission? Who was he to judge that it was more important than say a fashion show? He had taken on the responsibility of a mission that would take him millennia and he’d never considered it unworthy. Now, in his memories of records of hundreds of worlds and conquers he simply felt… empty.

Brainy stood up, his face resolute as he joined the slow parade at the end. Rarity gave Pinkie a smile of thanks and the pink mare grinned sheepishly in return. Brainy exited the curtain and stood at the end of the stage with the rest of the models. The models began to pose one by one, each doing a new pose from the one before. Finally it came Brainy’s turn. He straightened his front legs, threw back his mane and gave the crowd a slight smile. The expression, along with his disinterested eyes, came off as a demure sort of flirtatious attitude. Many ponies in the crowd began to blush.

Applejack blushed profusely as well. There was no way a stallion should look that good in a dress. Sapphire merely grinned devilishly. “I have got to meet that model. Rarity’s been holding out on me.”

Applejack gave the older mare a look. It was getting kind of hard to tell if Sapphire was just interested in Brainy as an asset or interested in Brainy’s assets. Suddenly a familiar female voice came up behind her. “Applejack?” Applejack turned around to see a quite familiar face. “Hey! Fancy seeing you here!”

When all was over the models received s round of applause and trotted back to the backstage. Brainy was met with an overwhelming hug, not by Pinkie Pie, but Rarity. “That was simply fantastic, Brainy!” she spouted happily. “I simply can’t thank you enough!” She broke off her hug. “Okay, now we can get you out of that and-”

“Rarity!” a feminine voice called out from behind and Rarity turned. A cream colored pony with a light blue mane and floral bow approached.

“Coco!” Rarity shouted in delight. “I didn’t know you’d be here. Weren’t you working with the Manehattan Players now?”

Coco smiled sweetly and shook her head. “Actually that’s why I’m here. The company sent me to study some new designs for an upcoming show.”

“Ooh,” Rarity mused. “Sounds interesting.”

“Yes… um,” Coco blushed a little. “You’re dress was absolutely amazing.”

Rarity beamed. “Thank you, dear! But most of the thanks goes to my wonderful model.”

“Oh, I know what you mean.” Coco held out her hoof to the model that still stood beside Rarity. “Hi, I’m Coco Pommel. You were amazing out there.”

Brainy held out his hoof in greeting, his expression still disinterested. “Brai-”

“Brianna!” Rarity interrupted, not wanting to give away the fact that her model was a stallion. “Yes, I’m lucky she came along when she did. I was down a model and ‘Brianna’ came along just in time.”

“Oh, so you’re new?” Coco asked.

“If you are positing that I am new to this profession, then yes,” ‘Brianna’ replied dryly. “However with my vast knowledge and intellect I am aware of several hundred thousand forms and traditions for events designated as ‘fashion shows.’”

Coco stared off into space for a moment then shook her head to return. “Um… So you go to school then?”

Rarity jabbed ‘Brianna’ in the side and gave him a look that said ‘play along.’ “Yes.”

Suddenly Pinkie Pie was there. She seemed to appear out of nowhere and tackle the model to the ground. “Brainy that was brilliant! I’m so proud of you!”

“Brainy?” Coco asked, raising an eyebrow.

Rarity chuckled nervously. “Uh… just a little nickname, darling. Pinkie and ‘Brianna’ have known each other for a while.”

“Yeah!” Pinkie replied. “Almost twelve hours now!”

Rarity chuckled again. “Dear, please get off the ground. I don’t want dirt getting into that dress.” Pinkie giggled as she and ‘Brianna’ got back up. Coco ended up giggling as well at Pinkie’s behavior. Rarity gave a small sigh. “Well, we really should get going. I’m sure Brianna wants to get out of that dress.”

“Oh, right!” Coco sputtered. “I almost forgot! She handed a small sealed letter to Rarity. Applejack and Sapphire Shores found me a little before the show ended. Sapphire wanted me to give you this. It’s an invitation to the after party in her suite. We’re all invited!”

Pinkie Pie whooped with joy at the idea of a party. Rarity however remained silent with a pale face. “Um… excuse me a moment.” She grabbed ‘Brianna’ and took her to the side to speak privately. “I’m very grateful to you for doing this, but you don’t have to go. If you did, you’d still have to pretend to be model, probably all night. Would you be okay with that?”

‘Brianna’ peeked over Rarity’s shoulder at Pinkie Pie who was already discussing ways to take over the party with Coco Pommel. An unconscious smile crossed his features. “That is alright.”

Rarity raised an eyebrow. “Really?” she asked skeptically.

‘Brianna’ nodded and began to walk back to the group. “Truth be told I have come to enjoy looking… pretty.” He gave Rarity a playful wink that made her heart skip a beat.

“Uh… yes, right,” she sputtered. “Well then, we’d better get you into something a little bit more manageable and easier to walk in.”

The two returned to Pinkie and Coco, Sassy appearing as well from having a conversation with the other models. The five began to fuss and preen about the upcoming party and how fun it would be. ‘Brianna’ listened intently as well. However, in the back of his mind he couldn’t help but think he was forgetting something. Something very important.

---

Twilight struggled as best she could, flapping her wings and blasting away at the chrome tentacles around her. One blast managed to disintegrate a tentacle that held her right hoof captive, but the blast also veered off and struck the side of the metallic shell. A hole opened up and water began to pour in. Twilight began to panic some more but before she could act the shell simply stopped moving. Water seemed to stop pouring in and the sound of metal on metal could be heard echoing from the outside.

When the loud noises stopped, the tentacles retracted and the door out of the shell opened. Twilight was unsure of what to do. This could all be a huge trap. Just where did the giant metal egg take her? Judging from the hole in the shell she’d made, she was probably underwater. However, all her expectations were thrown out the window when she peeked her head out.

Before her stood a long straight hallway, completely made from metal. And no metal she had ever seen before. Twilight gulped. “Anybody there?” she softly yelled down the hall. Her voice echoed for a moment then a large array of green lights shot down from the ceiling and began to scan her and the shell. Twilight had seen the lights before so she was less afraid this time, still she took precaution and activated her horn.

The green light dissipated and a bodiless voice appeared from the within the hallway. “Preliminary scans transferred. Hull breach found on lower portion. Transmitting to ship keepers.” Suddenly an army of small antlike creatures flooded into the shell and Twilight was scared out of it. She screamed as she jumped into the hallway. Now from a safe distance she took a closer look at the antlike creatures. They were completely metallic as well. More so, they seemed to be weaving metallic strands around the hole in the shell, slowly repairing it bit by bit. Twilight eyes widened in fascination. “Hello Twilight Sparkle.”

Twilight shot up at the mention of her name. She looked around for the source of the voice but could find none. It seemed to come from everywhere. She gulped again. “H- How do you know my name?”

Green and purple lights appeared on the floor beneath her, turning on sequentially in a straight path. “Please follow the path and all will be explained.”

Twilight felt a chill run down her spine. The voice was not forceful but it was still terrifying. She could feel no emotion from it. Apathy. Just as the Princess had said. Twilight was in the den of the beast. “And what if I refuse?” she asked shakily.

The voice did not respond for a long time. “You are in no danger here, Twilight Sparkle.”

Twilight couldn’t help but find that hard to believe. “So you wouldn’t mind if I just blinked out of here then?” She closed her eyes in concentration and felt her horn heat up, but the usual flash that accompanied a teleportation spell did not come. Twilight opened her eyes to see she was still in the metallic hallway. “That’s… That’s impossible!”

“”You are in no danger, Twilight Sparkle. However, it would be inauspicious for you to leave.”

Twilight took a deep trembling breath. “Okay, so you’ve got me trapped. What are you going to do to me?”

The lights on the floor reappeared. “Follow the path and all will be explained.”

Twilight sighed. “Alright.” She had no choice. She had to follow the path.