I Against I, Me Against You

by Flynt Coal


Act 3 Part 12 - Fragments and Pieces

Celestia let out a slow breath after giving the order to cut communications with the Mother of Invention. The conversation had been more difficult to bear than she’d expected. She knew it was too late for her old friend even as she told him otherwise, but she wanted to believe her own words so badly that, for a moment, she almost had. It wasn’t just for his sake she wished things hadn’t already come too far. The conversation was a painful reminder that her own hooves were not clean in this either.

“Uh oh, looks like they’re sending out the welcoming committee,” Spitfire reported.

Gazing up from the command bridge’s floor, Celestia saw several groups of fighters deploy from the Mother of Invention’s open hangar bays and make a beeline towards them.

Celestia was vaguely aware of Luna’s voice as she spoke. “My sister and I can handle them. You just continue your course forward.” The feeling of Luna’s hoof on her shoulder brought Celestia back to the moment. “Are you with me?”

With her best reassuring smile, Celestia nodded, and together she and her sister made to leave for the upper decks. Celestia paused when she saw Twilight’s friends. Applejack, Rainbow Dash, Pinkie Pie, Fluttershy, and Rarity all stood in place, anxiously waiting to play their part.

“Once we arrive, Captain Tornado Kicker and his forces will secure the hanger,” she told them. “After that, it’ll be up to you to find Twilight. Alpha is in their systems, and should be able to assist you when you arrive.”

The five mares gave her assuring nods, but many of them looked anxious. An uneasy feeling filled Celestia from the pit of her stomach at that moment. She had hoped that the Reds and Blues would be here to help them fight through whatever Project Freelancer tried to throw at them. Without their help, Celestia was worried—

No. Don’t think about that. Just have faith. An urgent look from Luna reminded Celestia that time was of the essence.

“Good luck,” she said to her little ponies as she hastily made her exit.

Applejack’s twang was the only response she heard. “You too, Yer Highness.”

From the uppermost deck of the Blue Thunder, Applejack’s teeth ground together from being clenched so hard. The open sky surrounded her on all sides, separated only by wooden guardrails and the massive blue and yellow balloon above holding the airship aloft. Four of her friends stood around her, the absence of the fifth standing out as much as the massive enemy ship drawing ever closer. It felt like something else was missing from this moment as well, and Applejack had to stop herself from taking another glance around just to confirm that a certain group of Red and Blue soldiers weren’t standing with them. All she ever saw when she looked were her pony friends and the company of armored ponies preparing to board.

Forget about ‘em, AJ, she thought to herself. We don’ need their help!

The sky ahead of their airship was occupied by two alicorn princesses and over a dozen enemy fighters. Princess Celestia and Luna deflected barrage after barrage of missiles from the starfighters and sent them spiraling to the ground far below with feats of magic unlike anything Applejack had ever witnessed. What fighters weren’t brought down by the princesses’ might were forced to circle around and try to make another pass, allowing the airship to continue forward until it was right up alongside the massive Mother of Invention.

“I g-guess t-this is it…” Fluttershy trembled.

Rainbow Dash spread her wings (which were looking much better now that they’d received proper medical care in the Crystal Empire) and grinned. “Party time!”

“Party time?!” Pinkie Pie gasped. “Oh no! I only brought one party cannon and ten cakes! I’m so painfully unprepared!”

The Freelancer flagship was several times bigger than the Wonderbolts’ own, but Spitfire and her command crew had moved the ship right alongside one of the hangar bay doors that Church had opened when he entered the enemy’s systems. Applejack could see a few dozen gray Freelancer operatives taking up positions of cover in the enemy hangar, but she was also aware of the gunports opening up on the decks below as the crew moved the cannons into position.

After hearing the order from one of the lieutenants below decks to fire, Applejack and her friends covered their ears (with the exception of Rainbow Dash, who refused to look uncool) and an onslaught of cannonballs filled the hangar. What Recovery Agents weren’t caught up in the blasts were forced to scatter. That was the cue everypony on the top deck was waiting for.

“Aerial team, go!” ordered Captain Tornado Kicker, and immediately the pegasi under his command complied, taking off and flying into the open hangar before landing and taking up positions of cover near the back.

As they began attacking the gray soldiers with their specially enchanted crossbows, utilizing the tactics from their training with Washington and the two Reds, the rest began unfastening ropes tied off to the wooden rail. These were connected to the side of the balloon holding the airship up, placed with the express purpose for boarding an enemy ship. With Captain Kicker’s order, the remainder of the Equestrian troops onboard began to swing across the expanse of sky to the hangar bay.

“C’mon, girls!” Rainbow exclaimed, taking off and flying toward the hangar herself.

With a nervous whimper, Fluttershy followed. Pinkie Pie took one of the ropes and let out a “wheeeee!” as she swung across. Applejack grabbed a rope and prepared to swing while Rarity looked on with trepidation. Rather than swing across on a rope herself, Rarity took hold of the nearest military pony about to do the same thing. With a roll of her eyes, Applejack noted that the pony Rarity grabbed was a particularly hunky armored stallion.

“Don’t judge me!” Rarity proclaimed as she and the stallion she was pressing up against a little too tightly swung across. With an exasperated sigh, Applejack was right behind them on her own rope.

Upon landing in the hangar, Applejack heard the screech of starfighter engines followed by an explosion. Suddenly worried about the state of the airship they arrived on, Applejack looked back and sighed in relief as the Blue Thunder remained in place. A flaming fighter spun out of control towards the ground as a dusk blue alicorn flew past in the distance, firing bright beams of magic. The Blue Thunder didn’t remain in place for long though, as the airship suddenly started pulling away from the Mother of Invention’s side.

“What? Where in tarnation are they goin’?!” Applejack exclaimed.

With a flap of wings, another pony landed beside Applejack. “Captain Spitfire is making a tactical retreat. It’s too hot here with all of those fighters,” Captain Kicker reported. “The princesses will cover her until she can pull back to a safe distance. After that they’ll regroup with us here.”

“But how’re we gettin’ off this ship once we get Twilight?”

“Ooh! I have an idea!” Pinkie exclaimed, and Applejack mentally braced herself for more nonsense. “We can use the dropships they already have on board!”

The other ponies double-taked in Pinkie’s direction.

“That’s… a surprisingly sensible idea, Pinkie,” Rarity said.

“Heh, it’s been known to happen!” Pinkie happily exclaimed before turning away and whispering. “Thanks for letting me have that one, Tex.”

Everypony move up!” ordered Captain Kicker.

Without another word, the five mares got in the zone and moved towards the back of the hangar with the rest of Kicker’s forces. The hangar ran the entire width of the Mother of Invention, and the doors leading to the rest of the ship were closer to the middle. Carefully, the ponies moved up through the hangar, taking cover behind crates and parked Pelicans as bullets and enchanted crossbow bolts flew from every direction. Together with the mares and stallions of Equestria’s army, Applejack and her friends moved to the nearest doorway at a good pace.

That pace slowed down when they regrouped with the aerial team that Kicker sent out first only to find a wall of gray soldiers between them and the door. The assortment of crates provided meager cover and ponies were falling fast. The unicorn mages hastily threw up a few magical shields as the entire force regrouped.

A pegasus mare from the aerial team approached Captain Kicker and saluted. “We’ve taken heavy casualties. There’s too many of them!” she panted. “No matter what we try, we can’t get throu—”

A shot rang out and the hapless soldier instantly slumped to the ground with a yelp from Fluttershy and a gasp from Rarity. Noticing the shot appeared to come from above, Applejack looked up and saw that a series of walkways hung near the top of the hangar all around them. What was more, she noticed they were rapidly filling with more Freelancer troops.

Captain Kicker apparently noticed this too, as he hastily ordered his mages to recast their shields to provide better cover against the new avenue of attack. Unfortunately, this left too many gaps in their defenses against the soldiers on the ground. Military ponies fell left and right. Kicker’s forces tried to return fire as best they could, but even their enchanted crossbows couldn’t hold up to the rate of fire of so many human soldiers.

Eventually, all of the gunfire ceased and the hangar went silent. The Freelancer forces definitely had the upper hand at the moment. Either they were giving the ponies a chance to surrender, or they were merely taking time to reload.

“Well, you’ve had a good run,” a severe voice spoke, and a Recovery Agent with blue detail on his gray armor stepped out from among his fellows. Applejack realized she recognized him as the Recovery Agent who had been with Sunset Shimmer on the mountain above the sellsword camp.

“I’m impressed you’ve made it this far, given your… disadvantages,” Donovan continued. “When we first came to this world, I thought you ‘ponies’ were all weaklings. But you’ve proven to be crafty fighters. In respect of that, I’m offering you a chance to surrender. Lay down your weapons, and no one else will die today.”

Applejack looked around at all of the weapons trained on them. It would appear their lives depended on the honesty of Captain Donovan.

“Don’t listen to him,” Tex said quietly, appearing among the ponies. “Project Freelancer can’t afford to take pony prisoners when they’re trying to sever all connections to Equestria. They’re just trying to minimize casualties on their side.”

The two sides stood in a silent standoff for a few seconds before Applejack heard a noise. The whine of a ship’s engine began to fill the hangar, yet when the ponies and Freelancer forces looked around, they saw no ship. Applejack wasn’t sure why the situation felt so familiar until she saw the shimmer distort the air above them. A ship faded into existence and touched down just beside the tense standoff.

Donovan and a few of his men turned to face the newly arrived ship while the rest of the Freelancer operatives remained focused on the force of ponies. The boarding ramp slowly descended, and as she watched, Applejack couldn’t help but imagine three soldiers in red step off the ship on the back of a great chimera. Despite everything, she found herself smiling at the memory.

A single human figure in armor descended the ramp instead, and as he stepped into the light of the hanger bay, Applejack’s eyes widened along with those of the rest of her friends.

“Agent Washington?” Donovan asked, apparently just as dumbfounded as the others. “What are you doing here?”

“I’m here to prove my loyalty,” Washington stated. Applejack’s eyes narrowed. Had he finally gone over to their side completely?

“If you wanted to do that, you should have stayed planetside like you were told.”

“I’ve come to understand that loyalty is more than just following orders,” Washington said, and Applejack could have sworn she saw him glance in their direction. “It’s about being honest with your friends. It’s about trust.”

Donovan tilted his head. “What the hell are you talking about?”

“And sometimes it’s about making peace with friends that you’ve wronged,” Washington glanced back into the ship. “Isn’t that right, old buddy?”

A chilling distorted growl answered Washington, and before Donovan could say anything else, a hulking figure in white armor with mismatched brown parts appeared in front of him, glaring down at the Recovery Agent through a domed helmet. With a fearsome snarl, the Meta grabbed Donovan and lifted him screaming. The Meta held him over his head for a moment before bringing him down hard onto his raised knee, back first. Donovan’s body bent unnaturally and a sickening snap silenced his screams.

By the time the Meta tossed Donovan’s limp body aside, all hell had broken loose all over again. Only now, two former Freelancers felled Recovery Agents quickly. Once Washington and the Meta had carved through the majority of the soldiers blocking the door, the former called out, “Move! Now!

Applejack exchanged uneasy looks with her friends.

“Go! We’ll handle things here!” Captain Kicker exclaimed as he reloaded his crossbow.

With one final look, Applejack and her friends left the hangar and those fighting in it behind.

“If I can go the rest of my life without getting shot at again, I think I can die happy,” Rarity deadpanned.

Applejack couldn’t help but concur.


Sunny Side lay still in the infirmary bed, her eyes closed and her chest rising and falling. It was all Silversteel could do to keep it together. I’ve already lost one of the mares in my life, I can’t lose you too!

When he asked what had happened to her, the Counselor had simply said that he didn’t know. Something went wrong during Sunny’s M.I. implantation procedure, and they were forced to remove the construct entirely. When he asked whether something like this had happened before, the Counselor merely redirected his question. As if Silversteel needed more reason to distrust Project Freelancer.

It wasn’t just that Sunny herself had seemed really unsettled by these aliens and their program; Silversteel had reason to believe they were responsible for her as well. The newspapers had called the attack on Dodge City the result of a dragon, but he knew a cover up when he saw one. Silversteel wasn’t sure what poor Derpy had been doing in Dodge at the time of the attack, but he knew better than to believe a rogue dragon had wondered all the way there from across the Badlands just to lay waste to a town that hadn’t a single gem or ruby to its name.

It had been for that reason that Silversteel had decided to travel to Dodge City himself to see if he could discover the truth about what was really going on. It hadn’t been easy, as no trains were running to the small town during such a crisis, but Silversteel had managed to find his way there. The surviving townsponies had told him stories of a meteor or something that had crashed beyond the town’s borders and the sudden military presence around their town immediately after.

Most of them hadn’t seen whatever it was that had attacked the town and massacred the military contingent there, owing their lives to that very fact, but there was one mare who claimed otherwise. She had claimed to catch a glimpse of a hulking bipedal figure in weird armor wielding weapons unlike anything she’d ever seen, with a shiny head like a dome. She’d said that it growled and snarled like some kind of monster.

Silversteel thought the pony had simply been traumatized and delusional… until he’d met that mercenary the next town over who’d offered him a job with Whitewater and showed him a weapon unlike anything he’d ever seen.

Standing here now, in the heart of an alien ship full of creatures matching the mare’s description, he knew he was on the right track to finding the truth about Derpy’s death. Feeling the ever growing familiar tingle in the back of his mind, Silversteel had to remind himself that such thoughts were no longer private now that he had an M.I. of his own.

Silversteel pulled his thoughts away from his plans for revenge by focusing on the mare lying on the hard, uncomfortable looking bed. Picking up Sunny in Ponyville had certainly been a nice bonus. After all, once he was finished avenging Derpy, he’d need another mare to fill the spot of “future special somepony,” and his old boot camp friend Sunny was certainly nice to look at.

Of course, she’ll have to get better first, Silversteel thought as he tenderly stroked the unconscious mare’s blond mane.

“Silversteel,” a dark voice said, and the stallion snapped to attention at the sight of the zebra mercenary standing in the doorway. “Sunset Shimmer is ready to brief us on the next leg of our mission.”

Silversteel nodded. “I’m right behind you, Zestafa.”

Without saying anything more, the zebra turned and made to leave the infirmary. Silversteel hesitated, glancing back at Sunny’s still form. A bold idea entered his mind: something he may not have ever considered before the implantation. His eyes darted to Sunny’s lips. She must feel the same way about me, right? I mean, why else would she have agreed to join me on this job?

So without hesitation, Silversteel bent down and kissed her. He left the infirmary with a grin on his face. The only way this day could get better would be if he found Derpy’s killer….


As the Meta stalked through the halls of the Mother of Invention, Rainbow Dash and her friends kept their distance. Rainbow wasn’t sure which of the two former Freelancers she wanted to voice her many grievances to. It didn’t take her long to decide on the one who was less likely to crush her into a rainbow paste while snarling like a wild animal.

“What are you even doing here anyway?” she asked, hovering in place in front of Washington as he walked along, BR raised. “I thought the Princess made it clear we don’t want you helping us!”

Washington leaned to one side as he tried to look past the angry pegasus for potential hostiles. “And I thought that I made it clear that my goal is to bring down Project Freelancer at all costs. It can’t be helped that we both thought to attack them when they were vulnerable.”

Rarity increased her pace so that she was walking beside Washington. “I recently knew a man with the exact same goal, Agent Washington, and you know what? It took him until literally his final moments to realize that in his pursuit of that goal, he became as much a monster as they are.”

It took a few moments for Washington to respond. “I know. But if there’s one thing I learned in Project Freelancer, you can’t solve all your problems with friendship and kindness.”

The group approached a T-intersection in the hallway, and Washington checked both ways to ensure the coast was clear before turning to face the others. “But over the last week, you all have shown me how important those things are. I guess… I’m not just here to stop Project Freelancer. I’m here to prove to you that I’m still on your side.”

Rainbow made an incredulous gesture to the hulking monster beside them. “Yeah, showing up with the freaking Meta is kinda giving us a different impression!”

“I told you, the Meta is gone. It died with Sigma and the other fragments,” Washington explained. “The man standing over there is Agent Maine. My friend and nothing more. All I had to do was remind him of that.”

Washington had said as much when he and his “friend” had first arrived, but Rainbow Dash didn’t buy it for a second. “But how do we know for sure if we can trust him?”

Strangely, it was Fluttershy’s tiny voice that spoke up. “Well… we um, did hit him with the Elements of Harmony.”

“YEAH! And he didn’t get turned to stone, or sent to the moon, or incinerated in a fiery rainbow explosion!” Pinkie Pie exclaimed, gesticulating so wildly that she lost balance and fell on her face.

Rainbow had to admit, that was probably a good sign. She didn’t really know how the Elements worked, but they never seemed to spare anyone who couldn’t be redeemed. When Maine grunted, Washington turned to the others.

“Maine’s asking whether you realize he can hear you. And that he’s standing right there,” Washington said, traces of a playful tone in his voice.

“You can understand him?” Applejack asked, squinting skeptically at the gray Freelancer.

“I can guess at what he wants to say in most situations. It helps to have known him as long as I have.”

The group continued in silence for a few more minutes, Rainbow Dash still uncertain about their newest ally or their former one. Her contemplation was interrupted when Church’s voice filled the corridor, seeming to come from the walls themselves.

“Okay, the lab where they’re keeping Twilight should be just around the next corner,” he said. “Aside from the guards at the entrance it should be a pretty straight shot.”

Tex appeared in the air next to Pinkie. “Church! There you are. Is everything alright on your end?”

“Yeah,” Church answered. “The ship’s A.I. has been outfitted with protocols for dealing with… unwanted constructs like myself. She’s makin’ it a real bitch to keep control of the systems I’ve taken over. I might have to give some of ‘em up once it’s time for me to get into their database.”

“Whatever it takes to find that research data and send it to the Chairman,” Tex said.

Soon enough, the group rounded the next corner and saw a pair of Freelancer operatives standing guard by door near the end of the corridor. Washington and Maine exchanged a look.

“You wanna take this?” Washington asked.

Maine’s answer was to take a step forward and raise his twisted weapon with a growl. The two soldiers spotted him and swiveled around with their rifles raised, but Maine was faster. At least, he would have been had sparks not suddenly shot out from a piece of his armor, causing Maine to stagger back as he grunted in pain.

“Uh oh....” Washington muttered as the gray soldiers opened fire.

“SUPPRESSIVE FIRE!!!” Pinkie Pie yelled, pulling out her party cannon and unleashing a barrage of pastries and party decorations their enemy’s way.

The resulting explosion both defied logic and neutralized the threat, leaving the path forward clear. Rainbow, however, was more focused on Maine as the huge soldier hunched forward in pain, clutching the sparking piece of his armor.

“What’s the matter with him?” Rainbow asked casually.

“His armor systems have been malfunctioning ever since your encounter at Command,” Washington explained. “When he was still under the Meta’s control, he collected one too many armor enhancements and now the active camouflage, overshields, time unit, all of it is too taxing on his armor’s power without his A.I.s.”

“Why wouldn’t he jus’ get rid of all that stuff if it’s so much trouble?” Applejack asked.

Maine growled defensively, and Washington shook his head. “I don’t know. I suggested that when I first picked him up beyond the Staff of Charon’s crash site, but he won’t give them up.”

Rainbow Dash didn’t like it, but decided not to press the issue. She had as much chance of understanding how a maniac like the Meta thought as she did Pinkie Pie. Besides, they had arrived at their objective. Rainbow approached the door across the hallway and looked it up and down.

“Maine, can you wait out here and guard the door?” Washington asked, to which Maine responded with a growl and a nod.

Rainbow’s friends gathered around her, each of them looking at the door with uncertainty. She wasn’t sure about them, but Rainbow had a really bad feeling about what they were going to find. But one way or another, they were going to help Twilight.


Sarge sat on the floor of the Pelican by the cockpit, connecting wires from the disassembled onboard computer hard drive to those of Wyoming’s white helmet. It wouldn’t be long now before it would be working, and they’d finally be able to go home away from these ponies and their war with Project Freelancer. They had no stake in this world - this Equestria. They had no obligations to the ponies they’d been with while they were here.

It’s never too late to help your friends.

And yet, Sarge couldn’t explain this unshakeable feeling in his gut. A feeling akin to guilt.

“What’cha doin’?” a small yellow filly with a big pink bow in her red mane popped up beside Sarge, causing the man to sputter in surprise.

“Er… fixin’ our ship,” Sarge said with a grunt of uncertainty.

“Cool, lemme help!” the filly exclaimed, reaching into Sarge’s toolkit and pulling out his hammer.

Sarge wasn’t sure what the filly thought she was going to accomplish as she lined the hammer up with the white helmet on the floor, but he didn’t bother to find out. Sarge yanked the hammer from the filly’s grasp immediately.

“Whoa! Hold up there, l’il missy. Yer not trained or qualified to properly use that equipment!”

“But… it’s a hammer,” the filly said.

“Exactly,” Sarge said, turning the filly around so she was facing the open exit of the Pelican. “Now, don’ you have school or somethin’ to get to?”

“It’s the weekend,” the filly said simply. “That’s why the Crusaders an’ I are tryn’ ta get our cutie marks in spaceship repair!”

Had Sarge not been taking such good care of himself, he might have had a heart attack when he looked back and saw two more little fillies sitting in a mess of tools and supplies as they rummaged through the duffel bags they somehow managed to procure from the overhead compartments. They both wore little plastic hardhats that would have looked more at home on a child’s Halloween costume than they would have on an actual construction site. Letting out another aggravated grunt, Sarge picked up the yellow filly by his side and then made to do the same with the other two.

Grif looked up from his spot under the tree when Sarge stepped out of the Pelican’s rear bay with the three fillies under his arm. Donut looked up from what appeared to be some trashy magazine featuring pony celebrity gossip and Tucker and Caboose looked up from a game of cards (likely Go Fish or something simple Caboose could understand).

“Now listen, I can’t have three little trouble makers makin’ a mess of my work area, so why don’t you three skedaddle,” Sarge said firmly as he plopped them onto the ground.

“But Saaaaarge…” the yellow filly whined.

“No buts! Now…” Sarge trailed off when he realized, “Wait, do I know you?”

“C’mon, Sarge! It’s me, Applebloom.” When Sarge only stared at the filly with mild confusion, Applebloom tilted her head and narrowed her eyes. “Applejack’s sister?” When Sarge made no response, Applebloom gestured to the white filly beside her. “Me an’ Sweetie Belle wrestled yer friend Mr. Simmons a while back?”

“That’s Sweetie Belle and I,” the filly in question corrected.

“Right, whatever.” Applebloom looked at the orange pegasus filly to her left. “Oh yeah, I guess y’all haven’t met Scootaloo ‘cuz she was in the hospital then.”

“‘Sup?” Scootaloo casually greeted in a way that reminded Sarge of another pony.

“Where is Simmons anyway?” Sweetie Belle asked. “We wanted to jump on him again!”

Sarge was momentarily struck silent by the question, and a slight lump formed in his throat as he answered, “Simmons, uh… isn’t gonna be showin’ up around here anymore.”

“Oh,” Sweetie looked momentarily disappointed before quickly getting distracted by another train of thought. “Well, then where are our sisters?”

“Yeah, they got back from their adventure last night, but when we woke up this mornin’ they were gone again,” Applebloom added.

“Are they going on a new adventure? Are they saving the world right now?” Scootaloo asked.

“If one good thing’s come out of being in the army for so long, it’s that I haven’t had to deal with kids for a good few years,” Grif muttered.

“Lucky you…” Tucker muttered in reply.

Considering the three fillies seemed to be directing all of their questions at him, Sarge grudgingly answered. “Yeah. They’re off fightin’ evil Freelancers and stuff.”

“Oh. But… why aren’t you helpin’ them?” Applebloom asked.

“Because we got no reason to.”

“Huh… but I thought you guys were their friends?” Sweetie Belle asked innocently. “At least, that’s what they told us.”

Sarge was about to refute them when he really heard what the young pony said. “Wait… they said that?”

“Yeah!” Scootaloo exclaimed. “Rainbow Dash told me about how awesome it was when Tucker busted out his light sword and started beating up aliens left and right to protect an ancient temple!”

Sweetie Belle turned to look at the man in aqua as well. “Yeah, and Rarity talked about how you also defended her honor when you visited that creep Prince Blueblood.” The little unicorn filly looked over at Donut next. “She also talked about how Donut wanted to help redesign the boutique once it gets rebuilt. Said you have a good sense of style and stuff.”

“Aw, I didn’t think she liked my ideas…” Donut cooed.

“And Applejack said she’s come to admire you, Mr. Sarge,” Applebloom said, looking right up at the man in red.

“That right?” Sarge asked.

The filly’s big pink bow bobbed as she nodded her head and smiled. “She said you ain’t the sharpest tool in the barn, and that yer stubborn and sometimes try too hard to act tough, but deep down yer a caring person who’s honest and dependable. Kinda like her a little.”

Sarge “hmphed” as he considered the child’s words. All this time, he thought he understood the way things were between him, his men, the Blues, and those ponies. But now….

“They… really think of us as their friends?” Sarge asked in disbelief. When the three fillies all nodded, he found himself sputtering, “But… that’s preposterous! We barely know ‘em. I mean, sure we were startin’ to get to know ‘em, and even found some common ground with them… and even stuck by their side and helped ‘em through some rough times and they did the same for us… but that doesn’t mean we’re friends or anything!”

The three fillies gave Sarge a perplexed look, and for a moment Sarge felt as though they were the adults, and he was the child making a mess of things.

“But… isn’t all that exactly what friendship is?” Sweetie Belle asked, her big green eyes looking up at him.

For the life of him, Sarge couldn’t refute her. For the first time, he found himself out-debated by a mere child, and he started to wonder whether he truly understood what friendship even was. The green orchard around the dropship was silent until Sarge finally let out a relenting sigh.

“Aw, hell…” he said before looking up at the fillies, Reds, and Blues that now looked at him with rapt attention. “Saddle yerselves up, gentlemen. We ain’t goin’ home jus’ yet.”

“You’ve gotta be kidding me,” Tucker said. “What possible reason do we have to help them? We’re assholes!”

“And proud of it!” Grif added

“We don’t do friendship, dude!”

“Yer right, Tucker. We’ve never been great at the whole ‘friendship’ thing. Mostly because none of us really understand what friendship is,” Sarge said, looking at each of the Reds and Blues in turn from his position atop the Pelican’s rear bay. “So let me ask y’all a question: What is friendship?”  

Each of the Reds and Blues present looked at each other as they tried and failed to come up with an answer.

“Oh man, I think I feel an epic speech coming,” Caboose said with excitement in his voice.

“Is friendship something that can only be had by people who’ve known each other fer years? Or can it be shared by people who’ve only known each other a short time? I think maybe friendship is somethin’ that can’t be quantified.”

Sarge looked at Caboose as he said, “Friendship is comforting someone desperately in need of it, without ever bein’ asked to….”

Sarge turned to Grif next. “Friendship is letting someone comfort you when you’re vulnerable….”

Grif looked down at the metal dog tags with the name “Kaikaina” on them as Sarge turned to Donut next. “Friendship is just enjoyin’ spending time with someone you share things in common with….”

Sarge looked at Tucker. “And friendship is enjoyin’ spending time with someone despite yer differences.”

A flash of maroon briefly filled Sarge’s mind, and he fought the lump in his throat as he continued. “But what’s most important, true friendship is willin’ to make the ultimate sacrifice for those ya care about. It’s about standin’ by each other’s side no matter what.” Sarge took out his shotgun and held it proudly. “Friendship ain’t perfect, and it ain’t easy to understand. But it’s what separates people like us from people like the Director. Friendship is wonderful, and friendship is terrible. But above all, friendship is an enigmatic force impossible for anyone to truly understand.

“Friendship… is magic.”

The collective breaths of everyone in the orchard were sucked out of them and thrown to the wind. The stunned silence was finally broken by the sound of a lone man clapping.

“Yaaaaaaaaay!” Caboose cheered as he clapped.

“Wow…” Grif said as he struggled to find adequate words. “I never in a million years… thought I would ever hear you say something so fruity.”

“Yeah… I’m so proud of you, Sarge!” Donut sniffed.

“Fuck it. Let’s go help some ponies,” Tucker said.

“That’s the spirit!” Sarge exclaimed.

With a gasp, the three fillies by Sarge’s feet checked their own flanks, and gave a disappointed sigh when they saw they were still blank.

“Well… what would an ‘epiphany inspirer’ cutie mark even look like?” Sweetie Belle asked.

“We still don’t know where exactly the ponies even are,” Grif pointed out.

Sarge smiled under his helmet. “We know they’ll be with Church. Or more importantly, Church’s body.”

“What’s so important about Church’s body?” Donut asked, before clearing his throat. “Y’know, aside from the obvious.”

“The obvious?” Tucker asked in complete deadpan.

“It’s not Church’s body itself that’s important,” Sarge said, turning to the Blues. “Tell me, fellas: What do you know about listening devices?”


As Sunset Shimmer stepped into the briefing room, looking over the sellswords with her cold cyan eyes, Gilda’s own were consumed by the rage that had been present in her mind ever since she learned of her father’s fate. The rage that had only grown since her implantation. At the opposite end of the room, Silversteel and Zestafa were just taking their seats in the classroom-like chamber overlooking the training floor.

“Alright people, I have your new assignment,” Sunset Shimmer started. She was wearing saddlebags that were filled to the brim with something. “There’s going to be a slight change in our objectives….”

Before Sunset Shimmer could say any more, a Recovery Agent burst into the room slightly out of breath.

“Ah, there you are, Miss Shimmer!” he exclaimed. “Enemy forces have boarded the ship. The Director wants all hands on deck.”

“I am well aware of the situation, soldier,” Sunset said, making no effort to hide her annoyance.

“Then get your forces moving. The enemy has already broken through our first line of defense! Last I heard, they were headed towards the A.I. labs.”

Sunset Shimmer waved a hoof dismissively. “We’ll be right there, I just need a moment to debrief everyone.”

“No time. You and your mercs need to get moving now!

“Oh, very well,” Sunset Shimmer sighed. But rather than move to go with the Freelancer operative, the unicorn calmly approached Gilda and gave her a curious look with those cold cyan eyes. “May I see your weapon for a moment, lieutenant?”

The little voice tingling at the back of Gilda’s mind wanted her to tell the arrogant pony to take her weapon and stick it where the sun didn’t shine, but Gilda reigned it in and handed over her assault rifle without a word. Sunset looked over the rifle in her hooves for a few moments, just long enough to get a feel for its weight before turning it around and leveling it at the Recovery Agent.

Before anyone could say another word, Sunset Shimmer pulled the trigger, and in a hail of bullets the soldier was a lifeless heap on the floor. Each of the Whitewater sellswords widened their eyes, and a few of them stood in a blind panic, but Sunset Shimmer fixed all of them with a cold, hard glare.

Sit down. I haven’t finished my debriefing,” she stated coldly, and the mercenaries complied. “Thank you. Now….” Sunset Shimmer levitated the saddlebags from her back and deposited its contents on the table at the front of the classroom. Gilda wondered what they would need with so many explosives. “The ponies boarding this ship are not our immediate concern. If anything, they’ll provide us with a useful distraction for Project Freelancer’s forces while we accomplish our true objective….”

As Sunset Shimmer explained her plan, Gilda only half listened. The promise of making those ponies—of making her pay for what they did was what drove her to continue helping these Whitewater and Project Freelancer dweebs in the first place. So, when Sunset Shimmer finished her debriefing and sent her mercenaries on their way, Gilda gave them the order to continue the mission without her. She then took to her wings and sped through the ship’s halls in the direction of the A.I. labs.


No amount of preparation could have readied the ponies for the sight that awaited them when they entered the A.I. labs. Church himself had been far too preoccupied by both the task of locating Twilight and fighting off FILSS and her defense protocol as it slowly purged him from their systems. Now that the boarding party had landed and arrived safely at Twilight’s location, Church was able to divert some of his attention from his ongoing battle with FILSS to get a good look at his friend.

Twilight Sparkle was a shadow of her former self. Her coat was a pale, sickly shade of its once vibrant purple. Her unwashed hair looked greasy and unkempt, her firmly closed eyes were dark and puffy. She looked unnaturally skinny, having been fed only by tubes for the past few days. She lay on an operating table at the center of a myriad of devices, both technological and magical in nature. She had so many tubes and wires connected to her body. It looked like she was the heart of some terrible mechanical organism. Like an insect trapped in a web of wires.

Her five pony friends went to her immediately, while Washington hung back. Church couldn’t help but notice his old body in its cobalt armor leaning against one of the walls.

“Twilight! Wake up!” Rainbow Dash shouted, giving the limp unicorn a few shakes. “C’mon! Up and at ‘em!”

“You have to unplug her from whatever augmented reality they’re keeping her in,” Tex said, appearing in the air next to them. She gestured to the wires and tubes converging in the back of her skull. “There. Those!”

Rainbow took the wires and tubes in her mouth and yanked them out with a few sharp tugs. It wasn’t long afterward when Twilight started to groan. Applejack took her and gently raised her into an upright position as Twilight struggled to open her eyes like a newborn foal.

“Easy there, sugarcube,” Applejack whispered tenderly, stroking her back. “We’re all here. Yer gonna be okay.”

Twilight finally opened her eyes and looked at all of them. Her eyes were bloodshot, as if she hadn’t slept in days, and what was more, they were glazed over in a state of incomprehension. Unable to sit on the sidelines anymore, Church appeared as a hologram in front of Twilight and studied her closely, trying to see if any of his friend was still in there.

“Hey,” he said quietly. “It’s me. Your buddy, Church.”

“Uh… hello?” Twilight croaked, her voice raspy from disuse.

Apparently unable to hold back any longer, Fluttershy lunged forward and wrapped Twilight in a hug.

“It’s okay. We’re going to take you home and help you get better, okay?” Fluttershy said, clearly struggling to keep herself together.

“Get better? From what? Am I sick?” Twilight asked, looking over Fluttershy’s shoulder at the others. “Why is she hugging me?”

Suddenly very self conscious of that fact, Fluttershy let go and pulled away.

“Well, she’s been very worried about you, dear,” Rarity answered. “We all were.”

“Oh. Okay,” Twilight answered, but continued to stare at them with uncomprehending eyes. What she said next caused Church’s heart to sink. “I’m sorry, but… who are all of you?”

Church watched five pairs of ears fall flat.

“You mean… y-you don’t remember us?” Pinkie Pie asked, looking at Twilight with big sad eyes.

“I’m sorry. I’m just… I’m tired. I’m really tired…” Twilight sighed, before extending a hoof to the five other mares. “Hi. My name is… uh….” she frowned as she tried to think harder. “My name is, uh….”

“Twilight?”

At the sound of the boyish young voice, everyone looked to the lab’s entrance to find a familiar tiny purple dragon looking at the scene with quiet concern.

Spike?!” Rarity gasped. “Whuh… how did you… what are you doing here?

But the baby dragon didn’t answer. He didn’t even look at her. His eyes were glued to those of Twilight as he stepped towards her, a reflection of her own confusion and fear.

“Twilight, what’s wrong?” he asked.

“Twilight… is that… my name?” she asked. When the others nodded, she mused, “Huh… that’s kind of a weird name.”

Church allowed himself a sad laugh. “Would you believe that’s exactly what I thought when we first met?”

Rainbow Dash stood up on her hind legs and leaned against the table so she was face to face with Twilight. “Look, we need to get you outta here, okay? We can figure everything out later, let’s go!”

Twilight gave her a sad smile. “Thanks, but I don’t think I can.”

“But… don’t ‘cha wanna come with us?” Applejack asked.

“Yeah, I don’t think I can. I think I’ll just stay here and, y’know… rest.”

The five ponies just looked at each other with lost expressions. Each hoping one of the others would have some idea of what to do. Finally, it was Spike who spoke as he climbed up on the table with Twilight.

“Okay, you rest for a while, Twilight,” he said. “I’ll stay with you.”

“Thanks, that’s really sweet of you,” Twilight said with a smile before lying back down and closing her eyes.

“Hey, that’s what a Number One Assistant is for!”

The room went quiet as Twilight went to sleep, Spike holding her hoof in his lap right beside her. The silence was broken by the sound of Washington’s helmet dropping to the floor. Everyone looked over to find a man running an armored hand through graying blond hair. His hollow eyes stared at the ground with a distant, horrified look.

“That isn’t possible…” he kept muttering over and over again. “That isn’t possible….”

“It’s possible if they were utterly ruthless with their experiment,” Tex said sternly. “If they’d been going nonstop for the last few days….”

“I should never have done this,” Washington said, looking up at the five little ponies. “You were right. I should never have let them have her.” Washington looked each of them in the eye as he said, “God, I am so sorry!

Church waited for the inevitable harsh words from the five ponies. Waited for them to cry and rage at him with all the righteous fury of a woman scorned. Instead they were quiet.

“If you can help us set this right…” Applejack said, taking a step toward the broken Freelancer. “Maybe Twi will find it in her to forgive ya one day. And if that happens, maybe we can do the same.”

Washington looked at the little orange pony with nothing short of disbelief on his weathered face until, finally, he gave her a nod.

“Okay, so can we set this right?” Rarity asked, looking at her unconscious friend with a worried frown. “How do we restore her memories?”

“If they’ve broken her this much, that can only mean she’s fragmented them,” Washington said, struggling to regain some of his trademark stoicism as he reached for his helmet. “If we can find the memory fragment, it should be able to restore her memories just like how Epsilon did for Alpha. But it will take time. Months. Years, or more. Unless you ponies know a spell or something that can help to resurface old memories.”

The ponies all looked at each other. “Well, we do know of one such spell, but Twilight is the only pony we know of who can pull it off,” Rarity said.

“Our more immediate concern is: where are the fragments now?” Tex said. “Project Freelancer must be using them for something.”

Church suddenly remembered a small detail. “When I first entered the ship’s systems, I noticed a group of those sellswords we ran into in the Frozen North on the security feed.”

“Those Whitewater guys are on board this ship?” Applejack asked.

“Yeah,” Church answered. “And I couldn’t help but notice a few telltale signs of A.I. implantation in a few of them.”

“We just need to find whichever of them has Twilight’s memory fragment and bring it back here,” Washington said, his voice growing hopeful.

“What about the rest of the fragments?” Fluttershy asked.

“We don’t need them. Memory is the key, remember? Every facet of Twilight’s personality that they broke off should all exist in the memory fragment.” Washington looked over at Church’s hologram. “Where are the sellswords?”

Church took a moment to search the onboard database. Sure enough, there was a roster of Freelancer personnel and Whitewater mercenaries. A couple were in sickbay, most likely recovering from injuries sustained during the battle in the North. The rest were supposedly in the briefing room, but a quick check of the security feeds indicated no one was there. Church did a quick search of all the feeds until he found them.

“There’s a couple in sickbay, but most of them are headed towards the engine room it looks like,” he answered within the second.

“I suppose Fluttershy and I can check the ones in the sickbay,” Rarity said. “Seeing as we’re likely the two weakest fighters, the rest of you should be able to deal with the sellswords in the engine room.”

“Well, don’t sell yerselves short, gals,” Applejack said.

 “According to the files here, these new M.I. fragments work differently from a normal M.I.” said Church. “They’re hardwired into specially designed computer chips encrusted with bits of magically enchanted gems. I’m no magic expert, but it looks like some seriously well put together technology. To retrieve the memory fragment, you’ll have to remove the chip where it was implanted in the back of the mercenary’s neck.”

“Um, Mr. Washington?” Fluttershy asked. “How exactly will we tell when we’ve found the person with the memory fragment?”

Washington just gave the others a grim look. “Trust me: you’ll know.”

There was just one more thing that was bothering Church. An idea had occurred to him ever since he realized that an M.I. fragment existed of Twilight’s memories. And if Church had thought of it, there was no way Washington hadn’t thought of it as well.

“Hey Wash,” Church said, bringing his hologram in front of the Freelancer. “Y’know, I just realized that whatever Twilight’s memory fragment holds would be extremely useful as evidence against the Director. Just like Epsilon.” Church gave Washington a knowing look. “The research data is good and all, but the memories stolen from Twilight could be enough to convict him on the spot… if we gave them over to the Chairman instead of Twilight.”

Washington sighed. “Yes, I thought of that as well.” The man looked up at Church, the ponies, and the baby dragon. “But it’s like you all said: I have to make things right. Giving Twilight her memories back is more important to me now than finding airtight evidence. Church, while we track down the memory fragment, you find what you can of their research from these experiments and send it along with Equestria’s location to the Chairman. That should be enough to at least get the Oversight Sub-Committee over here to arrest the Director, and that’s a start. Now, if there’s nothing else….”

“What’s that?”

At the sound of Rainbow Dash’s rasp, everyone turned to see the pegasus standing in front of a strangely shaped metal crate along the far wall, studying it curiously. Strange alien symbols etched in white chalk adorned the cover, flanking a small control screen.

“That’s the Sarcophagus…” Tex gasped, appearing in the air in front of the strange object.

“The what?” the five ponies asked simultaneously.

“Many years ago, the Director sent the Freelancers and I on a mission to retrieve it,” Tex explained. Church could tell her mind was racing at a mile a minute. “The A.I. fragments started appearing shortly after that mission. Whatever it is, it was instrumental in splitting Alpha. Which means….”

“They might also have used it to split Twilight,” Washington said, looking at the Sarcophagus thoughtfully before turning to Church. “Open it.”

“Uh… I don’t think that’s a good idea,” Church said. “What if it’s radioactive? What if it’s like the Ark of the Covenant, and looking inside it causes everyone’s faces to melt off?”

Church!” Tex growled.

“Okay, okay! Fine, I’m opening it!”

Rainbow Dash laughed obnoxiously, making “whipping” motions with her hooves, complete with mouth sound effects. That was all the time it took Church to scan through the database to find the codes to unlock it and input them. With a metallic hiss, the lid to the Sarcophagus lifted and the ponies slid it to the side. The eyes of each of the five ponies and baby dragon widened at the sight of the creature that slowly rose up from within.

The creature was blue-purple and looked like a squid or large jellyfish. Its tiny head had six black eyes, looking at the group frantically. Four tentacles groped at the air around it, each splitting into many near microscopic cilia. It floated in place above the Sarcophagus like a balloon, held aloft by what appeared to be a series of gas bladders. It made a series of clicking sounds as it studied its surroundings and the group in front of it.

“What… the hay... is that?” Rainbow Dash finally croaked.

Washington and Tex merely stared at it in disbelief. “It’s a huragok....” Tex said.

“Ooh it’s squishy!” Pinkie Pie exclaimed, jumping onto the creature and squeezing it tightly.

The huragok gave an alarmed squeak as it floated away with the pink pony dangling off of it.

“Pinkie! Get away from that thing!” Applejack shouted.

“Don’t worry, it’s completely harmless,” Washington explained.

The huragok wrapped its tentacles around Pinkie, desperately trying to pry the energetic pink pony off of it.

“EEE HEE HEE! That tickles!” Pinkie giggled as the alien creature gently removed her from its abdomen and set her down on the floor.

“We used to call them Engineers during the Great War. The alien Covenant used them to build and maintain their advanced ships and technology,” Washington stated. “They’re like living, sapient supercomputers. Kinda like Twilight now that I think about it. They’re capable of building or repairing any piece of technology in mere seconds. They’re really quite remarkable. I wonder how the Insurrection originally got their hands on this one….”

As Washington went on, the huragok slowly drifted towards Fluttershy. The little yellow pony recoiled at first, before she remembered what Washington said about it being harmless. With sudden fascination, Fluttershy stepped forward to study the creature closer. It was moving each of its tentacles around in deliberate motions, clicking and squeaking. After watching it closely for a few moments, Fluttershy’s ears perked up.

“Sometimes Sinks…?” she muttered.

“What was that, Flutters?” Rainbow Dash asked noncommittally.

Fluttershy kept her eyes trained on the huragok for a few more seconds until her face lit up.

“Sometimes Sinks!” she exclaimed, turning around to grab Rainbow Dash by the shoulders, looking at her with the happiest grin on her face. “That’s his name! Sometimes Sinks!”

The entire room was struck silent. “What?!

But Fluttershy was already in front of the huragok again, studying it with intense fascination as it continued gesturing with its tentacles. “He says that his kind name their offspring based on their initial buoyancy when they’re made! Oh, isn’t that sooooo cute?

“Wait. Can you… understand it?” Washington asked.

Fluttershy nodded. “It took me a moment to realize it, but it’s speaking using a similar kind of sign language to what many of my own critters use to talk to me,” Fluttershy turned back to the huragok and started speaking in a goofy baby-voice. “Isn’t that right, Sometimes Sinks? Are you a good boy? Are you a good Engineer?

Tex’s avatar appeared in the air beside Fluttershy and Sometimes Sinks. “Ask it about Twilight and their experiments.”

Before Fluttershy could answer, the huragok turned to face Tex and started signing with its tentacles, and Church realized that the thing likely understood what they were saying just fine.

“He says… they broke her. Over and over again. Just like they did to the last one,” Fluttershy said, her small voice breaking as she translated for the alien. “They made him… he tried to fix her, but he couldn’t. Just like before. So he helped her separate the pieces that were broken, and fixed them so they’d work by themselves,” Fluttershy sniffed. “He says it gave him bad memories. He knew there was something wrong with what they were doing, but he couldn’t stop.”

“Bad memories…” Washington mused, before suddenly exclaiming, “That’s it! Everything they did to Twilight, and even Alpha, the huragok has it all in its own memory banks! We don’t need to use Twilight’s memory fragment to convict the Director. All the evidence we need is right here in the huragok!”

“Perfect. I’ll gather what data I can and put together a little message for the Chairman,” Church said as he dispatched a few subroutines to do exactly that. “You guys find Twilight’s memory fragment and bring it back here.”

“We’ll be back in no time flat!” Rainbow Dash exclaimed.

She was the first one to turn to the door, setting out to do just that. The others were right behind them. Washington hesitated before leaving, as if there was one last thing he wanted to say. Whatever it was, the Freelancer ultimately decided against it, and exited the room. Church’s hologram turned to the only other remaining person in the room (aside from the huragok, which was floating around the lab looking at the various equipment spread about). Spike sat by Twilight’s side, his eyes never leaving her as she rested.

“Hey bud. Can I count on you to keep an eye on her while I work?” Church asked the little dragon. FILSS and whatever protocol she had written into her code was preparing for another attempt to purge him from the ship’s systems, and Church was gonna need his full concentration if he was going to fight her off while he put together his message.

Spike nodded, and Church felt something akin to a smile. “Good man.”

Twilight groaned and shifted uncomfortably in place. Spike gave a worried frown as he stroked her mane.

“I remember when we used to live in Canterlot,” he said. “When I couldn’t sleep, you’d always read me a bedtime story. Worked every time.

“I don’t have a story to read to you right now, but I could always tell one of my own.” Spike cleared his throat, and even as he got to work on the myriad of tasks before him, Church kept an ear open to listen. “There once was a unicorn named Twilight Sparkle, who lived with her devoted—and extremely handsome might I add—Number One Assistant, Spike the dragon. She studied under the Princess, and was very talented. Especially with magic. But she wasn’t so good at making friends.

“Fortunately, she met five ponies who would be everything she was missing….”


Rainbow Dash followed Washington closely as their group hastened down the halls of the Freelancer flagship. She still wasn’t entirely sure how she felt about the man. A very big part of Rainbow still hated Washington for what he did. Thus, it came as a surprise to her when her oldest friend said otherwise.

“I forgive you,” Fluttershy had told Washington before she and Rarity left for the sickbay.

“You… what?” Rainbow had exclaimed. Fluttershy had been just as vocal of her disapproval with Washington’s prior actions as the rest of them, perhaps even more so. It didn’t make any sense to Rainbow for her to forgive him just like that.

“Washington’s a victim of Project Freelancer just as much as Twilight is, Rainbow,” Fluttershy had said, giving Rainbow Dash a surprisingly hard look.

“But it’s because of him that Twilight ended up here! Because of him she’s suffered so much!”

“I know that! So does Washington. That’s why he’s helping us make things right.” Fluttershy’s look softened. “Holding grudges never helps anyone. Sometimes it’s best to just let things go.”

Rainbow had been quiet for the following minutes spent moving through the Mother of Invention’s corridors. Applejack and Pinkie Pie followed behind her while Washington led the way in front. The Meta—no, Agent Maine. That’s who he is now—walked beside him, head on a swivel.

The group arrived at a large vertical shaft at the end of the hall. The cargo elevator wasn’t an enclosed chamber like the regular personnel elevators, but it would take them closer to the engine room on the lower levels. Washington pushed the button to call the elevator, and the group of them heard the sound of it moving up from the bottom of the shaft to meet them. As the group waited, Rainbow Dash thought. It took more than a few seconds, but the pegasus eventually came to a decision.

“Hey, Wash?”

She never got a reply, for the elevator arrived and Washington immediately raised his BR, and Maine let out a startled snarl. A griffon stood on the elevator wearing silver military barding, an assault rifle slung across her back. She stared at the group with an unreadable expression, and Rainbow saw her face and allowed herself a cautious smile.

“Gilda?”

Realizing this was the griffon that helped them in the Frozen North, Washington and the others allowed themselves to relax a bit. But Gilda kept staring forward with the same grim countenance.

“Gilda?” Rainbow Dash said again, stepping forward so she was standing on the cargo elevator with her old friend. “What’s up? Is somethin’ wrong?”

Gilda’s answer was a low, furious growl as she closed her trembling talons into fists. With a quickly growing sense of unease, Rainbow noticed what looked like ethereal flames rise from her body. Then, before she even knew what was happening, Gilda lunged forward and grabbed her. Washington and Maine raised their weapons, and Pinkie and Applejack ran forward, but Gilda spread her wings and took off, flying straight up into the open elevator shaft.

Applejack called out to her, but her voice quickly grew faint as Rainbow was dragged higher and higher. Rainbow’s back stung as Gilda’s talons dug into her. With a fierce cry, Gilda tossed Rainbow hard into the wall of the shaft, knocking the wind out of her before she fell and landed on the ledge of a small alcove.

“Gilda…” Rainbow coughed. “W-what the hay are you doing?!”

You…” Gilda dove into Rainbow, grabbing her again and slamming her into the wall, painfully rattling her brain inside her skull. “He’s dead because of you!

Rainbow had to cough before she asked. “W-what are you talking about?”

I trusted you! They said they wouldn’t kill him but they did!

Through the pain coursing through her head and her body, Rainbow figured out what she was talking about. “Wait… do you mean…?”

My father!” Gilda roared. “Your friends killed him because of you!

Rainbow glared back at Gilda, letting some of her own fury loose. “That’s not true! We didn’t kill him, it was those Freelancer….

Liar!!!

Gilda slammed her into the wall again before taking wing back into the center of the elevator shaft. With unnatural speed, the griffon reached back and pulled out her assault rifle.

Taste oblivion, you two-faced bitch!

Before Rainbow could even blink, Gilda pulled the trigger and unloaded with her weapon. Rainbow winced as she remembered the feeling of being shot in the wing, and felt it a dozen times over in the chest. Except when she opened her eyes she found that she wasn’t bleeding; she was untouched. Then she noticed the shimmering dome of magic around her, and felt the strange tingling sensation in the back of her mind.

A tiny humanoid figure appeared beside her, black armored arms extended as if it were physically holding up the shield around her.

“Tex?” Rainbow exclaimed with a sigh of relief.

Gilda looked on with ever increasing fury.

“Don’t worry, kid,” said the little M.I. “She doesn’t stand a chance now that I’m here!”

With an irritated snarl, Gilda held out her talons and to Rainbow’s surprise and immediate concern, a pair of magic fireballs appeared in her palms. A tiny, holographic white unicorn bathed in fire appeared at Gilda’s side, snarling at the pair.

“Right… unless she has her own M.I…” Tex muttered.


“You sure it was a good idea jus’ leavin’ ‘em to deal with Gilda alone?” Applejack asked as she kept her gaze on the shaft stretching on above them.

She was hard pressed to spot the fight going on in the dark shaft far above, especially with the cargo elevator bringing them steadily further down. She did, however, occasionally spot distant flashes in the darkness above, accompanied by far off bangs of gunfire and explosions.

“Tex can handle it,” Washington stated as the four of them stood on the descending elevator. “We just need to have faith in them.”

Maine growled something to Washington, and he nodded. “Maine’s right, the more time we waste with pointless battles, the more time Project Freelancer has to organize a counterattack. We need to get Twilight’s memory fragment and get her off this ship as quickly as possible.”

“Okie dokie lokie…” Pinkie Pie said seriously, reaching to the underside of her party cannon and cocking it like Sarge so often did with his shotgun.

Despite the lack of any sort of mechanism to make that possible, the bright baby blue cannon made the clicking sound all the same. Applejack may not have been what one would consider a wise pony, but her wisdom led her not to consider the odd discrepancy any further than a single bemused glance.

Soon enough, the elevator arrived at the lower levels, and the ponies and humans stepped off the elevator and jogged down the dimly lit maintenance hall towards the engine room. A single pegasus in old guard barding stood at the doorway to the engine room with a rifle in his hooves. Applejack had her lasso already wound, and with an expert shot from years of practice yanked the weapon from the pony. As the stallion’s eyes widened with panic, Applejack swung the roped rifle back around and used it to knock the mercenary out cold.

With that taken care of, Applejack pulled on her rope until the weapon on the end was in her hooves. It was the same kind of assault rifle that she and her friends had briefly used during their assault on the Freelancer Command Center. Only, this one was noticeably smaller, and seemed modified to more comfortably fit in a pony’s hooves. She decided to hold onto it, and hoped that she wouldn’t have to use it.

It was then that a lanky diamond dog poked its head out of the engine room’s doorway, apparently having heard the slight commotion outside. Its eyes widened when it saw them and with a startled yelp, it turned and retreated into the engine room, firing off a few wildly inaccurate shots as it did.

Washington sighed. “Well, so much for keeping it quiet…” he said as he rushed in after the dog, hoping to take advantage of whatever element of surprise they might still have.

Hefting her newly acquired rifle over her shoulder, Applejack hastily followed. Maine was right behind them, followed by Pinkie Pie, one of the wheels on her party cannon squeaking as she pushed it along.

The engine room was huge, approximately the size of a hoofball field if Applejack had to guess. Huge generators lined the walls, each one humming with energy. Another generator stood in the center of the room, its various pieces spinning in place. A few equipment crates lay strewn about the room. The whole chamber was dimly lit by orange lights, and Applejack felt like she was inside a massive blacksmith’s shop or metallurgy. A zebra and a dark gray earth pony were by the engine room’s centerpiece.

“Silversteel!” the diamond dog called out, and the earth pony’s ears flicked in response. The diamond dog gestured back towards the group of four that had just entered. “Bad guys!”

The earth pony—Silversteel—whirled around and raised his weapon—a modified submachine gun—along with the zebra. Seeing this, the lanky diamond dog did the same. Applejack and the others responded in kind, but the sounds of more weapons clicking alerted them to the presence of more mercenaries. A quick glance around confirmed that more of Whitewater’s sellswords dotted the room around them. Two were on catwalks along the walls on each side, and three more were on the ground floor off to the sides. Ten. Difficult, but not impossible.

“Whoa, whoa, everybody relax, okay?” the gray earth pony called Silversteel said. “Pretty sure they’re not with Project Freelancer.”

Applejack noticed Washington shift curiously before he asked, “What are you talking about?”

“You guys are the ones we were hunting in the Frozen North, right?” Silversteel asked with an apologetic grin. “Sorry about that, by the way. I hope you don’t hold grudges, because as of now I think we both want the same thing….”


Rainbow Dash panted as she and Gilda circled each other in the air at the top of the cargo elevator, the yawning shaft below them like a gaping maw ready to swallow the loser of their brawl. After a few more moments of tensely searching each other for weaknesses, Gilda apparently spotted an opening and made her move.

Tex was ready for her though, and Rainbow could only watch as her own hooves moved to deflect the griffon’s furious strikes under Tex’s guidance. Eventually, Gilda over extended herself with one of her punches, giving Tex an opening to deliver an uppercut to her beak. Rainbow followed up with a hard buck to the chest, sending the mad griffon into the ceiling lights above.

But the flaming unicorn appeared at her side again and fireballs rained down on Rainbow Dash and her passenger. Rainbow might have been able to dodge them, but evidently Tex wasn’t going to leave that to chance and projected another magical barrier around them which flickered as the magical fireballs impacted.

Quit hiding behind that shield and fight already!” Gilda shouted. Rainbow thought she saw her eye twitch and briefly fall out of alignment. “Let me kill you like you killed him!

“I told you, it was Sunset Shimmer! That lying bitch is using you!” Rainbow wanted to reach her. She searched the griffon’s eyes for any sign of her old friend, but saw only burning fury and madness.

Just die!” Gilda extended a talon and with flickering, fiery magic, a weapon crate leapt at Rainbow Dash from the corridor beside the elevator shaft below. Tex lowered the shield, allowing Rainbow to dodge the attack, and then Gilda was upon them again. Magical fire wreathed her fists as she struck at Rainbow, and Tex had to once again take full control to dodge the flurry of attacks. The griffon was moving faster than Rainbow had ever seen her move before, and she felt the intense heat as Gilda’s fiery punches passed within inches of her. Eventually Tex was forced to block a punch that she couldn’t dodge, and Rainbow winced and bit her tongue as she felt the searing heat burn away the flesh around her right hoof.

The momentary lapse in concentration was all it took to disrupt her mental synchronization with Tex, and Gilda’s next punch hit home, sending Rainbow Dash painfully into the floor of the hallway beside the cargo elevator. Gilda and her M.I. immediately followed up with a burst of magical fire so thin and so concentrated it was like a laser, forcing Rainbow Dash to scramble away just fast enough to avoid getting cut in two. The smell of burning hair made her realize that her tail was not so lucky.

Tex threw up another magical shield before Gilda could follow up with another similar attack, and the two combatants found themselves staring each other down once more. Rainbow’s whole body was sore. Her right hoof burned, as did her chest. With growing concern, Rainbow noted Tex’s shield was growing more unstable, flickering more with each passing second.

“Not gonna lie, I don’t know how much longer we can keep this up,” Tex said, as if reading her thoughts. Then again, if they were sharing minds, maybe she did. “I may be an M.I. now, but I was born a human A.I. I’m not built for this spellcasting stuff. And you’re not exactly built for combat.”

Outside the shield, Gilda’s M.I. started building up magic power.

Tex looked over at them. “That M.I. is the source of her magical abilities and a lot of her aggression. If I had to bet, I’d say Gilda here got the ‘rage’ fragment of Twilight’s mind. Kinda like what Omega was to Alpha.” Tex looked at Rainbow, and the pegasus felt something in the back of her mind that made her realize Tex had a plan.

“So, can you remove it from her the same way you removed Omega from Pinkie?” Rainbow Dash asked.

“Kid, you read my mind… which I guess isn’t actually saying much right now,” Tex then dropped her joking demeanor and gave Rainbow a serious look through her holographic helmet. “Once I get into her head, you’ll be on your own. You may not have to deal with her M.I.’s magic anymore, but you’ll still have to deal with her. Can you do that?”

Rainbow’s body ached and burned, but she gave Tex a hard nod. “If anyone can handle Gilda, it’s me!”

“Try to remove the implant from the back of her neck. That’ll be a surefire way to get rid of that M.I.” Tex glanced over at the griffon in question, who was holding what appeared to be a miniature sun above her head. “Ready?”

Rainbow nodded, and when she felt the growing familiar tingle begin to disappear from the back of her mind, she knew Tex was on the move. The shield protecting her dropped and Rainbow dove out of the way of Gilda’s massive fireball. She looked up just in time to see Tex’s ethereal form collide with Gilda, and both she and the other M.I. disappeared. With a cry of pain, Gilda clutched her head and drifted to the ground.

“Gilda...?”

Gilda’s eyes shot open and glared at Rainbow with the same mad fury they held before. “I’m going to tear off your limbs for everything you’ve done!” Gilda’s left eye spasmed uncontrollably, and the griffon started furiously punching herself in the side of the head.

Rainbow knew there was no way she could beat Gilda in a straight fight. But there was another way she could beat her.

“You’ll have to catch me first!” Rainbow Dash spread her wings and took off down the corridor. The feral cry behind her was all she needed to know Gilda had taken the bait.

Her head pounding and her body screaming in protest, Rainbow kept flapping her wings. She weaved around corners and past obstacles, periodically checking behind her to see Gilda steadily growing closer, hitting herself in the head. Rainbow rounded another corner and flew past a patrol of Freelancer personnel so fast they barely had time to look back in confusion. Her damned right wing twinged along with the rest of her, and all the while Gilda closed the distance.

Rainbow shot past a sign that said “Training Floor” and turned down the next hallway. An open doorway lay at the end of the hall leading to a room with a window overlooking another large chamber. If she played her cards right, Rainbow might be able to take advantage of Gilda’s single minded focus on ending her and make her crash.

She pushed herself even harder to gain more speed. A glance back confirmed that Gilda was right on her tail. She would have to time this carefully. Her heart stopped when she felt sharp talons grab what was left of her tail. Gilda pulled the two of them together and wound back for another punch. They were right at the end of the hallway now. Rainbow Dash grabbed Gilda and held on tight, angling her to towards the glass window ahead of them as their momentum carried them forward.

CRASH!

With a painful grunt, Rainbow and Gilda smashed through the window of the viewing box and fell, only separating when they hit the steel floor of the vast, empty training room. Rainbow’s body stung, and she felt blood seeping out from half a dozen cuts. Nevertheless, she forced herself to her feet and staggered across the training floor towards Gilda. The griffon had taken the brunt of the crash, and was slower getting up.

Rainbow jumped onto her back and spotted the gem-encrusted chip implanted in her neck. Taking it in her mouth, Rainbow Dash pulled with all her might, not stopping even as Gilda screeched in agony and reached back to pry her off, her sharp talons adding more scratches to Rainbow’s coat. Finally, Gilda’s talons found purchase in Rainbow’s mane and managed to pry her off.

But Rainbow took the implant with her.

The two of them lay there panting on the training room floor for a few moments after Rainbow spat the chip out. She lay there for a while, just catching her breath. Beside her, Gilda remained on the floor. Finally, Rainbow climbed to her hooves, trembling, and looked down at her opponent.

“This is… the last time… I’m gonna tell you: My friends did not kill your dad!” Rainbow said. “I don’t care if you don’t believe me, but killing me isn’t gonna bring him back or make you feel better!” She remembered Fluttershy’s earlier words. “Holding grudges never helps anyone. Sometimes it’s best to just let things go.”

Gilda looked up at her, and finally the madness was gone. The fire in her eyes was replaced by water. Rainbow was looking at her foalhood friend again.

“I know…” Gilda whimpered. “We were gonna… we were finally gonna be a family again.”

“I’m sorry,” Rainbow said, putting a burning hoof on her shoulder.

“Was it really Sunset Shimmer that... did it?”

Rainbow nodded. “She gave the order, and that Freelancer guy—Donovan—pulled the trigger.”

Gilda sighed and sniffed. “Why?”

Rainbow grappled with telling her the truth for a moment. “Because your dad loved you, Gilda. He put your happiness before his mission. He didn’t want you to be hurt.”

Through the tears, Gilda gave a bitter laugh. “He sure succeeded there, huh?”

The two of them were quiet for a few moments longer. “I’m sorry, Dash. I messed up.”

Rainbow shrugged. “Stuff happens.”

“I just… want things to go back to the way they were, y’know? The way they were in Flight Camp.”

“Me too…” Rainbow thought about it. She longed for the time when she and Gilda were better friends. She thought about all the good memories they made together. But now she had new friends that she’d made new memories with. Between her and Gilda... it just felt like too much had happened. “But you can’t always get what you want. Like I said, sometimes it’s best to just let things go.”

The quiet moment was interrupted when a tiny transparent figure appeared in front of Rainbow Dash.

“We should go,” Tex said.

Rainbow remembered Twilight and the others and giving one last nod to Gilda, turned to head back.

“You handled that well, by the way,” Tex told her as they left the training floor. “You’d have made an alright Freelancer… or a grief counselor.”

“Listen, can we not tell the others about any of the mushy stuff that happened earlier?” Rainbow asked. “If anyone asks, I made a witty one-liner after beating her, and that’s it!”

Tex chuckled. “I’ll tell ‘em you said ‘better luck next time, bird brain!’”

“C’mon! Can’t you make it a little less cheesy?”

“Don’t push it. I can always tell them you and Gilda made out!”


“Why should we believe any of what you just said?” Washington asked as he and his group stared down the Whitewater troops through the sights of their weapons.

The mercenary called Silversteel had just finished explaining their new objectives to them, and Applejack had to admit it was hard to believe. Still….

“Yeah! I mean, you did try to hurt our bodies a whole lot,” Pinkie said. Her lower lip suddenly and inexplicably started quivering. “And our hearts!

Silversteel looked momentarily perplexed before grinning calmly. “Technically, I never tried to kill you. My partner and I showed up after the whole kerfuffle between you guys and Whitewater went down.”

“PFFFFFFFFFFFT…” Pinkie Pie laughed so hard she was wheezing. “Kerfuffle!” she gasped.

Silversteel waited patiently for Pinkie Pie to stop laughing. “I’ve never….”

“Kerfuffle!” Pinkie Pie said, laughing all over again.

With a patient sigh, Silversteel waited for Pinkie to stop. When she finally seemed to wind down, Silversteel waited a bit longer just to be sure. “I’ve never wronged any of you, and my associates? They were just following orders. So what do ya say we just let bygones be bygones and go our separate ways? There’s no reason for us to kill each other when we both have the same enemy!”

After exchanging a quick glance with Washington, Applejack studied this Silversteel character carefully. He was making direct eye contact with them, and he wasn’t fidgeting or shifting nervously.

“I think he’s tellin’ the truth,” Applejack said. Still, something about the stallion just didn’t sit well with her. There seemed to be a cold anger buried deep beneath the facade of friendliness he put up. What was more, he kept glancing tensely at Maine. “Either that or he’s a real good liar.”

“It’s possible. He might have gotten the ‘deceit’ fragment of Ancora.” Washington looked around at each of the sellswords in the room. “Either way, it doesn’t look like any of these soldiers have the memory fragment.”

Maine turned to Washington and growled.

“I know. I don’t like loose ends either, but I think it would be best if we walk away from this one,” Washington said. “You said yourself that we can’t afford to waste time.”

A red flag immediately went up in Applejack’s mind when Silversteel looked at Maine and his eyes widened.

“You were in Dodge City, weren’t you?” Silversteel asked, staring directly at Maine. The friendly facade was crumbling away, and the pained anger was boiling to the surface.

Maine returned the look and growled in reply. Applejack wasn’t sure whether that was a yes or a no.

“It was you, wasn’t it?!” Silversteel exclaimed, raising his SMG at the hulking figure. “You killed her, didn’t you, monster?! YOU KILLED MY DERPY!”

The sound of gunfire suddenly joined the hum of the engines and generators, and Maine let out a furious snarl as Silversteel’s shots grazed his armor. Things looked bad, but Applejack thought the situation was still salvageable. At least until Maine stepped forward and raised his big bladed weapon.

“Maine, don’t!

But it was too late. Maine let loose with his alien grenade launcher, snarling furiously. A shimmering pale blue shield appeared around Silversteel before the explosive projectiles found their mark, and a tiny holographic pony appeared in the air beside him. The rest of the mercenaries started firing on the group, forcing Applejack and the others to get behind cover.

“AAH! It’s a kerfuffle!” Pinkie Pie exclaimed as she returned fire with her party cannon.

To the right, Washington shot down a bearded griffon as he was taking off, and followed up with another shot to a unicorn stallion with large round glasses. To the left, Applejack saw a donkey moving to flank them and without a second thought, raised the modified assault rifle in her hooves and opened fire. She winced when a spray of blood confirmed the hit and the donkey fell to the floor, but she couldn’t afford to linger on what she’d just done. A pair of diamond dogs were firing on them from one of the catwalks above. A pegasus and a griffon were rushing closer on an adjacent catwalk.

With an aggressive snarl, Maine rushed towards Silversteel and his two cohorts, shrugging off their small arms fire. The lanky diamond dog was the first to go as Maine sliced through his chest with the blade of his weapon. Eyes widening in panic, Silversteel took a step back as his M.I. lit up and covered him in shimmering blue magic before teleporting him across the room.

The zebra was now the only one left in Maine’s immediate vicinity, and he immediately began backpedalling as the hulking figure lumbered towards him. A glowing green pony appeared in the air beside the zebra, conjuring a similarly hued shield around him. A series of magical green dots appeared in each of the gaps in Maine’s armor, and the zebra quickly raised his DMR and placed a round in each of them with precision. Shimmering overshields covered Maine’s body, blocking most of the shots, but just as quickly as they appeared, the shields shorted out, allowing at least one of the zebra’s shots through.

With an aggravated grunt, Maine clutched his right leg as it started to bleed, but through sheer force of will, the large soldier remained standing. The green domed shield once again surrounding him, the zebra backpedalled further until he was standing directly under the catwalk the two diamond dogs were firing from. This proved to be a mistake, as Maine raised his brute shot and fired at the catwalk’s support beams. The diamond dogs shrieked as their platform gave way beneath them, and the zebra only had enough time to look up before he was crushed.

Seeing this, Pinkie Pie tried replicating the move on the catwalk that was the perch of the griffon and pegasus using her party cannon. But the pair of sellswords also saw what had befallen their diamond dog compatriots and immediately took to the air. While Applejack, Pinkie Pie and Washington focused on them, Maine loaded a fresh grenade belt into his weapon and Silversteel put a fresh magazine into his SMG.

With a pained cry, the gray stallion galloped forward, unleashing the full fury of his weapon. Unfortunately for him, his aim was ever so slightly off, and his M.I. couldn’t put up a magical dome while he was still shooting. A well placed blast from Maine sent Silversteel tumbling end over end, his hind legs charred and broken. Applejack winced, remembering how it felt when the same thing happened to her.

With the final shot in his magazine, Washington took down the final sellsword and the group took a collective breath.

“Well… that could have gone better,” Washington said dryly.

But Applejack’s attention was on Silversteel. The stallion moaned in pain as his towering foe lumbered toward him. He desperately raised his SMG at the approaching Maine, but when he pulled the trigger all that came out was an empty click. Soon, Maine was standing over the crippled mercenary, looking down at him with his unreadable domed helmet.

“Maine…?” Washington asked.

“W-what now…?” Silversteel painfully spat, glaring defiantly up at his opponent. “You gonna kill me? Just like you killed her, monster?

Maine’s only response was a silent stare.

“Maine, it’s over. He’s beaten, you don’t have to kill him,” Washington said, taking an uneasy step closer to his old partner.

“Go on. Do it!” Silversteel said venomously. “It’s all a monster like you is good for!”

Maine raised his foot above Silversteel’s head and with a growl, brought it down. Applejack had to turn away from the stallion’s twitching corpse, her stomach twisting.

“Man… we’re all gonna need a lot of therapy after this!” Pinkie Pie said cheerfully. Applejack said nothing, but she couldn’t help but agree.

Washington gave a disappointed sigh. “C’mon, Maine. We’re done here.”

But evidently, Maine was not. The big soldier crouched beside Silversteel’s body and turned him over. Grabbing a spot on the back of the dead mercenary’s neck, Maine pulled hard.

“Maine, what are you doing?” Washington asked, a tone of worry entering his voice.

With a hard yank, Maine pulled something out from the back of Silversteel’s neck.

“Oh no….”

Applejack took a closer look, and saw that Maine was holding Silversteel’s M.I. implant. Maine looked at Washington and let out an animalistic growl.

“Maine don’t!

Maine lifted his helmet and shoved the chip into the back of his neck, letting out a feral roar. Whether it was one of pain or ecstasy, Applejack couldn’t say. But in a few short seconds, Maine rose to his feet, the projection of a tiny blue unicorn now at his side. He looked down at his hands as they were enveloped in a blue glow. Maine then reached across the room where the first catwalk had collapsed and the rubble shifted, enveloped in a similar blue glow.

The body of the zebra was pried loose from the wreckage and floated to Maine’s waiting hand. Applejack wasn’t sure what he was doing with it until she remembered with slowly growing dread that the zebra also had an M.I.

“Maine, stop!” Washington rushed forward to release the dead zebra from the huge soldier’s grasp, but Maine swung at him with his other arm, striking Washington across the side of his helmet and knocking him to the ground.

Ignoring the others, Maine pried the gem encrusted chip from the zebra’s neck and shoved it into his own, roaring.

“What’s goin’ on?!” Applejack shouted as she ran to Washington and tried to help him to his feet.

“I should’ve known…” Washington sighed as he he climbed to his feet and Maine roared triumphantly. “Even now that he’s gone, Sigma’s hold on him is too strong.”

Applejack looked again at the towering creature as it tossed aside the zebra’s corpse with a shimmer of magic. She knew in that moment that she wasn’t looking at Agent Maine, Washington’s old friend. That man was gone.

There was only the Meta.

“You guys go,” Washington said with grim determination, raising his rifle. “Get back to Twilight and get her out of here! If the Meta gets her….”

“But what about you?” Applejack asked as crates and a dozen loose objects circled the Meta, surrounded by a blue and green glow.

“I can keep it busy long enough for you all to escape.”

Applejack took a step toward him. “But there’s no way you’ll be able to beat that thing!” When Washington gave no response, Applejack felt her ears wilt. “If yer doin’ this to prove yerself to us, you don’ have to!”

“And I’m not,” Washington said, turning to look at the two ponies one last time. “I’m doing this because I want to. Because… that’s what friends do for each other.”

As Washington turned back around to face the Meta, Pinkie’s face lit up and she gasped. “Did you see that?!” Pinkie looked at Applejack with the biggest grin on her face as she said, “He smiled!


The Mother of Invention’s sickbay was a stark contrast to the rest of the massive warship. The clean white room was brightly lit and governed by strict utilitarian order; everything exactly where it was supposed to be. Okay, so maybe it isn’t that different from the rest of the ship, Fluttershy thought as she and Rarity looked around the room.

They had entered through what appeared to be an operating room with a table and equipment in the center. Through a viewing window, they could see the sickbay proper. Hospital beds lined the far wall, each one had a couple of chairs next to them for visitors. Two of the beds were occupied by non-human figures.

As the two mares entered the sickbay proper, the steady beeping of a heart monitor increased its pace. A diamond dog with its head covered in bandages and its tongue lolled out looked at them with wide eyes.

Halp… guords! Intruders…” the diamond dog tried to call out, but by the looks of things, the hapless canine was so doped up on painkillers that he could barely speak.

“Shh… go back to sleep, darling,” Rarity cooed. “We’re nothing but figments of your imagination.”

Whutevor you say… imaginary… marshmallow….” With his next breath, the diamond dog went back to sleep and his heart monitor returned to normal.

Fluttershy’s gaze drifted over to the other occupied bed and her heart skipped a beat. The pony in the bed lay on her side facing away from them, but Fluttershy knew that white coat and short blonde mane looked familiar. Sweat drenched the mare’s body, and she was shaking feverishly.

“Sunny?” Rarity asked, stepping closer.

Swallowing nervously, Fluttershy did the same. She heard the mare muttering something over and over again.

“Sunny Side?” Fluttershy asked, gently reaching out and nudging her trembling form.

The once proud soldier turned over and looked at her with swollen eyes filled with tears.

“Sunny, what happened?” Fluttershy asked.

Sunny Side’s response was the same muttered words she had been saying before, and Fluttershy had to lean in close to be able to hear her.

“Make them stop…” she sobbed. “Make them stop make them stop make them stop….”

“Make what stop?”

Sunny looked at her with broken, hollow eyes. “The memories….”

The memories?

It was Rarity who understood first, and she reached over and turned Sunny’s head so they could see the back of her neck. A gem-encrusted M.I. chip was implanted there, right where Church said it would be. The ethereal image of a purple filly appeared in the air beside them. It had a familiar violet mane with brilliant rose streaks, and looked around, lost, confused and utterly afraid. Fluttershy and Rarity exchanged a look, both of them realizing that it was what they were looking for.

“Hold still,” Rarity said as she fired up the magic in her horn and grasped the chip in her blue aura.

With a grunt, Rarity pulled on the chip with her magic, exerting as much force as she could to remove it as quickly and painlessly as possible. The chip held on desperately though, and Sunny’s eyes shut tightly as she let out a pained moans. Fluttershy draped a wing over her back and held her hoof, whispering reassuringly as she so often did with her animal wards.

Finally, the M.I. chip popped out with an agonized scream from Sunny. A bit of blood came out with it, and more started slowly seeping out of the tiny hole in the back of Sunny’s neck. Fortunately, they were in a medical bay, and it didn’t take Fluttershy long to find bandages and some disinfectant. She got to work patching up the tiny wound, and Sunny finally started to appear more relaxed.

It was a couple of minutes before Sunny was breathing normally, and she finally managed to sit up with Fluttershy and Rarity’s help.

“Oh, Sunny dear,” Rarity said. “What happened? What in Equestria are you even doing here?”

“I-I don’t know…” Sunny whimpered. “I thought I was here to infiltrate Whitewater and investigate Project Freelancer. But I’m just in way over my head…” she sighed. “I just… I just needed some way to distract myself, I guess.”

The two mares gave her concerned looks. “If something’s happening in your life, you can always talk to us about it, dear,” Rarity reassured.

Fluttershy nodded. “We’re your friends, and friends help each other.”

Sunny looked at each of them like she couldn’t believe what she was hearing. Finally, the traces of a smile began to appear on her face. “Thanks girls, but… maybe we should talk about it another time. Things are… kinda messed up right now. I mean… just moments ago, I could remember things I knew never happened. I saw you…” Sunny paused. “Nevermind. Let’s just get out of here.”

Taking another glance at the M.I. chip in Rarity’s magical aura, Fluttershy nodded and together with Rarity, helped Sunny down from the bed before leading the traumatized mare out of the room.


A memo to the Chairman of the Oversight Sub-Committee

Dear Chairman,

You don’t know me, but my name is Leonard Church. No, I’m not the Director of Project Freelancer. I’m one of his creations, and more importantly: I’m someone who wants to make sure that the dear Director is put away for the rest of his natural life.

As you are no doubt aware, Dr. Church has committed numerous crimes, violated several ethical laws, and has generally been a huge fucking tool. Attached to this message is a number of documents detailing a few of his more recent nefarious experiments, including his illegal first contact, collaboration, and war with a new race of colorful aliens called “ponies” (yeah, I thought that was weird too).

Enclosed are the coordinates to the pony homeworld, where the Director is still conducting his illicit operations. It is my hope that you and the fine soldiers of the UNSC head to these coordinates posthaste, before the Director and his lackeys can hurt any more of my friends.

Get here soon. Kay, thanks.
Alpha


“Hey guys! Wait up!”

Applejack and Pinkie Pie turned around and saw Rainbow Dash running down the hall. Right away, they noticed that Rainbow looked a lot more beaten up, her coat covered in scratches, bruises and burns. Nevertheless, the pegasus wore her familiar cocky grin.

“Hi Dashie!” Pinkie Pie waved as Rainbow caught up with them. “How was your kerfuffle with Gilda?”

We didn’t make out!” Rainbow Dash exclaimed immediately.

Applejack did a double-take. “Uh… we didn’t ask if ya did, sugarcube.”

“Honestly kid, you are your own worst enemy,” Tex said as she appeared beside Rainbow. The holographic figure then looked between the other two mares. “Where’s Washington and Maine?”

Applejack bit her lip and rubbed the back of her head. “Well… Maine had a bit of a… relapse. Wash is fightin’ him off right now!”

“Dammit…” Tex swore. “And you guys didn’t find the memory fragment?”

The two earth ponies shook their heads. “No…” Applejack answered. “But we found them Whitewater mercs plantin’ explosives all over the engine!”

“They were what?!

“They just said something about new orders telling them they had to take down the ship,” Pinkie Pie casually explained.

“But… that doesn’t make sense! I thought they were working for Project Freelancer?!” Rainbow Dash said.

“Regardless, we should get Twilight and get out of here quickly,” Tex said, and the group of three ponies moved with haste to do exactly that. “Hopefully the others had better luck.”

It wasn’t long before the four of them arrived back at the A.I. labs. They found Spike exactly where they’d left him, telling stories to Twilight’s still form. With him was the huragok Sometimes Sinks, who had several tools in its tentacles and was doing something to the back of Twilight’s neck. Three more ponies were standing beside the operating table. Rarity, Fluttershy, and a familiar white earth pony.

“Oh my GOSH! IT’S SUNNY!” Pinkie Pie exclaimed, lunging forward to glomp the noticeably shaken looking young mare.

“Sunny, what’re ya doin’ here?” Applejack asked as she and Rainbow Dash moved to join the rest of the group.

“We’ve been assured that it’s a long story,” Rarity answered for her, rubbing Sunny’s shoulder reassuringly. “One she’ll tell us when she’s ready.”

The ponies looked over at Twilight and Spike next.  

“Hey, Spike,” Rainbow said, ruffling the little dragon’s scales as they both looked at Twilight’s resting form. “How’s she doing?”

Before the drake could answer, the sound of mechanical whirs drew the room’s attention. The suit of cobalt armor leaning against the far wall came to life, and stepped towards the group with a sniper rifle in its hands.

“I think we’re about to find out,” said Church.

With a triumphant squeak, Sometimes Sinks set down the equipment in its tentacles and floated away. The six ponies, two constructs, and one baby dragon all crowded around Twilight and waited, watching with bated breath. Every second that passed seemed to drag on for an eternity, but finally, a tiny groan escaped Twilight’s throat, and her eyes started to flutter open.

Slowly, the pony that was Twilight Sparkle sat up on the operating table, and looked at each of the people gathered around her. Finally, Twilight’s eyes rested on the baby dragon at her side.

“Twilight?” he asked. “Are you back?”

She studied Spike a little longer before whispering, “Spike…?”

All at once the little drake’s face lit up, and hopeful smiles filled each of the faces present.

“Hey, you remember!” Spike exclaimed.

With a sad smile, Twilight shook her head. “Sorry, but no. I don’t recognize you… but I recognize your voice. That was you, right? Telling me the story of the purple unicorn and her friends? It was about me, wasn’t it? Somehow, I knew it was my story.”

Twilight looked to each of her friends next. “I think… I know who each of you are. Yes… I know you’re my friends, but… I’m sorry, I just don’t remember you yet.”

She closed her eyes and tightened her face in concentration as she desperately tried to remember, but Church but a hand on her back.

“Hey, don’t force it, Twilight,” he said. “Maybe if you just sit still and let it… it’ll come to you.”

No words were said after that. Twilight hung her legs off the side of the table and dropped to the floor. She tumbled as she landed, her legs wobbling, but Pinkie Pie and Rainbow Dash were quick to catch her. After hopping down after her, Spike wrapped his arms around Twilight as best he could and pulled her into a hug. The purple unicorn stiffened at first, but quickly settled into the hug. Pinkie Pie and Fluttershy then joined in, hugging Twilight from the other side. Applejack hopped in next, and Rarity followed, as did Rainbow Dash. The six mares and baby dragon sat in silence as they held each other, and slowly, Twilight started to smile. This felt right.

“Hate to break up the love fest here, but we really need to get moving,” Tex said. “The explosives in the engine room notwithstanding, more Recovery Agents—or worse, the Meta—could show up any moment.”

Mention of their monstrous foe made Applejack remember, “Wait, what about Wash?” she asked.

“What about him?” Church asked noncommittally.

“He’s puttin’ his life on the line fightin’ the Meta right now, we can’t jus’ abandon him here!”

“Why should any of us risk our lives for him?” Church asked, his tone taking a bitter edge.

Applejack gave the A.I. a hard look. “Because it’s the right thing to do!”

Church looked to the faces of each of the ponies gathered. All of them gave him the same look. “Man, I miss being the asshole that only cares for himself,” he said with a sigh. “Things were so much simpler back then.”

“I’ll go find him. I can probably take the Meta if we run into it, but I’m going to need help,” Tex said, looking to the white mare in armor. “Sunny? Up for a reunion?”

At long last, Sunny Side grinned. “I thought you’d never ask.”

Tex’s avatar converged on Sunny, and together again, the pair of them turned and double timed it to the door.

“So, what now?” Fluttershy asked.

“I’ve already sent my letter to the Chairman,” Church said. “All that’s left to do now is to get off this ship!”

Turning towards the exit, Church led the way out. “And don’t forget the huragok!”


Hands clasped behind his back, Director Church stared out the viewport of the Mother of Invention’s bridge. The only sign of his anxiety was the rhythmic tapping of his finger on his knuckles as he watched the battle across the ash-filled sky. Longsword starfighters circled to and fro, searching for new angles of attack on the retreating Equestrian airship. At every turn, they were beaten back or shot down by the alicorn princesses covering the airship’s escape.

Excuse me, Director,” FILSS chimed in over the intercom. “We have retaken control of several crucial systems, including all weapon systems.

The Director grinned. Finally, a bit of good news. “Fire on the airship.”

As the ship turned to put the airship in its sights, the Counselor looked at the Director unsurely. “With all due respect, sir, I do not see the tactical merits of continuing our attack on their airship at this point.”

“The point is sending our dear friend Celestia a message, Counselor. Twice now she has defied me, and twice she has avoided the consequences. I will not be made a fool of!”

Target locked,” FILSS announced as she put the Blue Thunder in the center of the Mother of Invention’s viewport. “Firing main cannon.”


Another pair of starfighters swooped in from above. Luna was able to summon a shield to protect the Blue Thunder from this latest barrage of missiles. She was beginning to tire, but the Wonderbolts’ flagship was almost clear, and she felt cautiously optimistic. At least, until she noticed the Mother of Invention begin to move.

The massive metal monster slowly turned until the front was lined up with the Blue Thunder. Luna wasn’t sure why it would do that. At least, until an unsettling thought occurred to her.

“Sister!” Luna called out, but when she looked to Celestia, she saw that her big sister had noticed the Mother of Invention’s movement as well.

Before Luna could ask whether it was possible for them to regain control of their weapons from Alpha, Celestia dove between the Blue Thunder and the Freelancer flagship. Luna suddenly realized what was going on, and her breath escaped her body. In a fraction of a second, a mighty blast shot forth from the Mother of Invention. At the same time, Celestia unleashed a powerful burst of pure, uncontrolled magical energy. The two forces collided mere meters away from Celestia, and the regal white alicorn was consumed in a fiery explosion.

TIA!” Luna cried out, her breaths quickening as a deep rooted fear she hadn’t felt in a millennium began to take hold.

She watched in horror as her sister’s limp, charred body fell through the sky, disappearing beneath the layer of cloud-like ash below. The whole world went silent and all Luna could hear was her own heartbeat. For a fleeting moment, she thought she heard a familiar dark voice whispering things within her own mind. Felt a phantom tingle in the back of her mind. She pushed the feelings away as she glanced over towards the Blue Thunder. The airship had cleared the Mother of Invention’s range and disappeared into the clouds behind a nearby mountain. The starships were returning to the human warship.

Without a second thought, Luna shot down below the cloudy ash, hoping beyond hope it wasn’t already too late.


What?!” the Director shouted, slamming a palm onto the rail of the helm.

“It looks like we have a confirmed hit, sir,” the Counselor stated as the Director watched Celestia’s limp body fall through the sky and disappear. “She must really value the lives of her people to sacrifice herself for them like that. It’s almost inspiring.”

The Director just looked down at his inexplicably trembling hands, only half listening to his subordinate. Celestia, you fool! You damned fool!

Suddenly his thoughts were consumed by memories of her. Of their discussions, of their sharing of cultures, and pain. Of the things she had said about Allison.

“Counselor, take over,” Dr. Church said, turning away from the viewport.

“Sir?” the Counselor asked.

“I must… I’m going to my office,” Dr. Church said, continuing to the bridge’s exit. “There are… matters I must think on.”

As he left, Dr. Church heard the Counselor call back the Longswords. He no longer cared.


With haste, Twilight Sparkle moved through the halls of… whatever this place was, with her friends all around her. Yes, the five ponies, synthetic human, and baby dragon were all strangers to her, but somehow… they were her friends. The thought filled her tired mind with warmth, and curiously, relief. She, Twilight Sparkle, had friends. They were here, unhurt.

Rainbow Dash led the way, hovering in place, followed by the bouncing Pinkie Pie. Rarity ran just behind them, Applejack right beside her and little Spike on her back. Fluttershy brought up the rear, dragging along the floating jellyfish-like creature from the place where she woke up. Lastly, Leonard Church jogged alongside her. Alongside Twilight.

Twilight Sparkle. It was strange, she felt like she had another name once, but like so many other things, it was foggy and distant. Like a half-remembered dream.

ANCORA!!!

Stopping in her tracks, Twilight and the rest of her group turned to see a single unicorn mare slowly striding toward them. She had a maize coat and a wild red and yellow mane like a furious flame. Only her eyes were cold, even as the cyan orbs stared down the group with nothing but pure hate. Twilight couldn’t explain why, but something about the mare deeply unsettled her. Some unquantifiable aspect of her presence triggered some deeply rooted sense of fear and despair, and it was all Twilight could do not to shrivel into a ball and force the world away.

“Sunset Shimmer!” one of the strangers that was her friend—Rainbow Dash, if she wasn’t mistaken—growled, crouching defensively beside her.

“Who’s she?” Twilight asked.

“She’s in charge of the Ancora project,” Church answered. “She’s the reason you can’t remember anything!”

“C’mon, Alpha. I’m so much more than that!” Sunset said distastefully. “I’m the wrongfully dismissed student of Princess Celestia….”

Twilight knew she’d heard that name before, but like so much else, she just couldn’t put her hoof on what it meant.

“But much more importantly,” Sunset continued, “I am the mare that’s going to bring Equestria to the forefront of modern warfare!”

“We don’ give a hoot about what you think you are!” Applejack declared defiantly.

“But if you think you’re getting Twilight back, you can forget it!” Spike added.

Sunset Shimmer rolled her eyes. “Y’know, I really don’t care about the rest of you. My business is strictly with Ancora.” Sunset’s horn began to glow, and the others tensed. “C’mon Ancora, let’s go talk somewhere with fewer distractions.”

Before Twilight or any of the others could do anything, the purple unicorn was consumed in a bright flash. In a moment, she found herself on the floor of an unfamiliar room, reeling from teleportation sickness. It passed quickly, however, and Twilight stood to take in her new surroundings. She was in a spacious room full of tables with a kitchen in the back. The mess hall, then. But perhaps most distressingly, Twilight was alone.

“Hello?!” she called out. “Spike? Church? Girls?”

“Interesting…” mused Sunset Shimmer as she stepped into the room. “As far as you know, those people are complete strangers.” She grinned. “That must be a pretty strong bond you share. That will make this all the sweeter!”

Twilight crouched defensively, keeping the other unicorn in her sights. “What do you want?”

With a mock lamenting sigh, Sunset said, “I’m gonna level with you Ancora, you need to be… what’s a good term? Oh! Formatted. See, now that I have my super soldiers enhanced by your fragments, you’re more of a liability to me than anything.”

“What?” Twilight asked, squinting.

“Oh dear, you look a little confused. Here, let me explain,” Sunset said patronizingly. “You see, many years ago, Princess Celestia tasked me with creating you so that she could save her sister Luna from corruption, blah blah blah, whatever. I, on the other hoof, realized that in order for this project to be worthwhile at all, you needed to be useful for more than just that one goal. So, seeing how well the Freelancer agents operated with the assistance of their A.I. fragments, I surmised that the same could be accomplished with M.I.s, giving even non-magical soldiers the ability to use tremendous amounts of magic in combat.

“But Princess Celestia, in her infinite wisdom, decided to completely cut me off before I even had a chance to show her what my research could have done! So, with Project Freelancer’s assistance, I decided to continue with my project anyway. But unfortunately, Princess Celestia had already decided that my project was ‘evil’, so I need to prove that it works, and what better way to do that than to have my magically enhanced soldiers defeat an immediate threat to Equestria?”

Despite her confusion, Twilight somehow found herself following along. The memories were there, just below the surface, but still she was unable to reach them.

“As it happened, immediate threats to Equestria have been hard to come by lately. I suppose I have you and your friends to thank for that,” Sunset continued. “So naturally, I had to do the next best thing: Create an immediate threat to Equestria.”

Sunset grinned. “You wouldn’t believe how much convincing it took to get the Director to threaten Canterlot the way he did. Say what you will about his creepy obsession with his dead wife, the man still has principles. Sorry, had principles. I guess the vague promise of finding you and whatever secrets you might hold towards bringing back Allison was too much for him to refuse. And with that, the conflict with Project Freelancer escalated to a legitimate war! It was no longer just a fight to cover Celestia’s collaboration with the Director: the lives of Equestrian citizens became at stake.

“After that, all I had to do was finish my experiment and send the soldiers implanted with your harvested fragments to end Project Freelancer’s threat once and for all. The plastic explosives they planted all around the engine room should do the job nicely, but I really wanna impress Celestia, so I’ve also ordered them to apprehend the Director when they finish in the engine room.”

Twilight’s mind was racing as she tried to make sense of all the strange, yet familiar names. One word in particular stuck out to her though, and she started to fill with panic as she shouted, “Explosives?!

Sunset nodded with a smile, “Yep!” summoning a pocket watch from her pocket dimension, Sunset checked the time. “If my calculations are correct, we should have about seven minutes before the engine room goes up. Then however long it takes the ship to crash.”

Putting the watch back into her pocket dimension, Sunset looked at Twilight with a serene smile. “After that, I just have to come crying back to Celestia, saying ‘oh, I’m sorry! I never thought the Director would go so far!’ Or something along those lines.” Sunset’s smile became deranged as her eyes widened furiously. “Then when Celestia sees that it was my experiment that saved the day, she will finally see the truth! She will finally see that I was right!!!

One thing was clear to Twilight in that moment. “You’re insane!”

Her smile vanishing, Sunset’s horn glowed with a cyan shimmer and suddenly Twilight was thrown back against one of the pillars holding up the ceiling. “And now we come to why I need to destroy you. As tempting as it is to leave you as a husk of your former self, if Celestia sees you like that, it’ll undo everything I’ve worked towards!” Sunset grinned wide. “Well, that and I told you everything about my plan just now!”

Suddenly, Twilight felt a numbness begin to permeate her very essence, and slowly she felt her mind begin to go.

“Farewell, Ancora…” Sunset sneered as she cast whatever spell she was using to delete Twilight.

Desperately, Twilight closed her eyes and called on her magic, instinctively casting a protective enchantment around herself. The foreign force numbing her being was driven back, and Sunset’s magical grip on her was released, dropping Twilight to the floor.

With a shocked gasp, Sunset stepped back. “Not going down without a fight, huh? Guess I should’ve expected as much from something I created. I suppose we still have some time…” Sunset’s horn glowed and one of the tables levitated off the ground. “Let’s play!”


Sunny Side looked around the engine room. The place was a flaming, bloody mess. The corpses of Whitewater sellswords littered the floor. A catwalk was collapsed on one side. The scene reminded Sunny of one of the horrible visions imprinted on her mind ever since the implantation. The false memories that didn’t belong to her.

The familiar tingle at the back of Sunny’s mind pushed away the dark thoughts, and the presence of Tex soothed her. She walked deeper into the engine room, past row upon row of turbines and generators until she came upon a massive black crater in the floor. The only thing she could see was a single object smoking near the center, black and charred. When she stepped closer, Sunny recognized it as the Meta’s brute shot. A piece of white armor covered in blood lay a short distance away.

Sunny and Tex finally found what they were looking for at the far end of the room. Washington lay slumped against the far wall, completely motionless. His armor was charred and bloody. Sunny rushed forward and Tex’s avatar appeared beside the inert Freelancer.

“Is he…?” Sunny asked nervously.

“He’s alive,” Tex reported, the relief in her voice undercut by lingering tension. “But he might not be for long. We have to hurry!”

Nodding, Sunny moved closer to Washington and tried to lift him onto her back. A shimmer of dark magic enveloped the Freelancer as Tex guided him onto Sunny’s back.

“That’s a new trick,” Sunny noted.

“I don’t think I’ll ever really get used to this ‘magic’ thing,” Tex said dryly as Sunny turned and made for the exit.

She hesitated as a tiny blinking red light drew her gaze. A device she recognized all too well from their assault on Freelancer Command was attached to the side of one of the engine turbines.

“Can we disarm that?” Sunny asked.

“No time, and we don’t know how many of those things they planted,” Tex said. “We should get off this ship as soon as possible so we can get Wash some medical attention.”

Agreeing wholeheartedly with Tex’s proposal, Sunny double timed it to the exit.

“Besides, the others are waiting for us in the hangar, and there’s no telling what kind of trouble they’ve gotten themselves into without us.”


Sunset hurled the large table towards Twilight in her cyan magic, but Twilight caught it in her own magenta shimmer, stopping it in the air before it bowled her over. She then errantly tossed it aside and reached out for a stack of chairs off alongside the wall, tossing them at her foe. Sunset Shimmer effortlessly raised a cyan shield to block it.

“Oh, c’mon! You can do better than that!” she taunted as she lowered the shield and activated another spell.

Twilight heard something creaking above her, and looked up just in time to see the ceiling collapsing above her head. Thinking fast, Twilight took the falling metal debris in her magic and used a gravity changing spell on it, calling on some forgotten instinct. The debris changed direction and fell sideways towards her opponent. Sunset Shimmer’s eyes widened in shock as she launched a concussive magical blast that obliterated the debris before it hit her.

“Better!” she called out as she summoned balls of magical fire and circled them around herself.

One by one she launched them at Twilight, who either raised an unstable shield or dodged out of the way. Sunset then proceeded to launch three fireballs at once. Without even thinking, Twilight unleashed a freezing spell, turning the fiery balls to ice before catching them in her telekinesis. She quickly launched the frozen balls back at Sunset, but the other unicorn quickly fired up another spell, and the air in front of her blurred and shimmered as it was heated to an immensely high temperature. Twilight’s icy projectiles turned to water and evaporated before they even reached their target.

Sunset disappeared in a flash of light and appeared a few feet behind Twilight, launching another magical attack. Deciding that two could play at that game, Twilight teleported out of the way of the attack and retaliated with a magical beam of her own. For a while, the two ponies teleported all around the mess hall, appearing just long enough to exchange beams of powerful magic before disappearing and reappearing just as quickly. The room around them became charred and broken as the fight went on, until finally both unicorns stopped and stared at each other, panting for breath.

“Hmm….” Sunset thought for a couple of moments before her horn glowed with cyan energy again.

A cloud of inky blackness appeared over the other unicorn’s head, and suddenly everything went dark. Twilight could still feel the cold metal ground below her hooves, and could still hear the low hum of the technology in the room they had been standing in. She tried to activate a light spell, but the glow of her horn was pushed back by the unnatural darkness that filled the room. Suddenly, without warning, something struck her in the side hard enough to leave a bruise.

“Ah!” Twilight whirled around and blindly fired a blast of magical energy in the general direction of the attack, but she heard no indication that she’d hit her target. When a second object hit her from the other side, knocking the wind out of her and nearly sending her to the ground, Twilight raised a domed shield around herself.

A storm of tiny objects suddenly pelted her shield, slowly chipping it away.

“That’s it, won’t be too long now…” Sunset’s voice taunted from the darkness.

Twilight tried to think of some avenue of escape, but every spell she thought of was impractical in the overwhelming darkness. Not only that, but she’d exhausted most of her power teleporting around earlier.

C’mon, Twilight…” a familiar crass male voice seemed to come out of the darkness, and the unrelenting assault on her shield momentarily paused. “You’re stronger than her. Stronger than me! You’re an M.I.... and what’s more, you have your friends….

The voice made her think of her friends, of the strangers that she knew were so important to her. She remembered the story she heard Spike tell her while she was in a dreamless sleep. They had all fought so hard to save her from whatever this place was, and now she found herself in an inescapable situation. There had to be something she could think of. Some way she could tap into the vast power she knew lay just below the surface.

Somehow, thoughts of her friends seemed to guide her through her own mind. She followed them through dozens of images that were both strange and familiar at once. A small town. A scary forest. A castle on the side of a mountain. She was being fitted for a dress at a fancy boutique. She was watching well organized pegasi perform in the sky. She was running for her life from a vicious hydra. She was watching a rock anthem performed by three cacophonous, but enthusiastic fillies. She watched utter chaos take hold of a fancy gala, and then laughed about it later with her friends.

Suddenly, she found something. An untapped source of power.

All at once, Twilight felt more magic running through her than ever before, and a whole new world of spellcasting opened up before her. What was more, her brain went through them all so quickly, analyzing every known spell in seconds to deduce which ones Sunset Shimmer was using and how to counter them. She narrowed down the presence of the surrounding darkness to one of two spells: a blindness spell or a darkbringer spell. However, because Twilight had still been able to see the light of her horn, she knew it must have been the latter.

However, it was clear that even though Twilight could not see her surroundings, Sunset Shimmer could. There were a number of spells that could allow ponies to see in the dark, but a quick analysis of the spells Sunset Shimmer had used in their previous fight indicated that her specialty was fire and heat based magic. That instantly narrowed down the possibilities to a single spell: thermal vision.

All in the space of a second, Twilight was able to come up with the ideal counter for this particular combination of magic. Twilight summoned a ball of fire above her protective shield, and then all in the space of a second, filled it with heat rivaling the sun itself, while at the same time bursting it with a deafening pop! 

As calculated, the resulting explosion of heat and noise overwhelmed Sunset Shimmer’s senses, and with a cry of pain the maize unicorn’s concentration was broken, returning the room to normal. Twilight could now see Sunset Shimmer on the floor, eyes clamped shut as she covered her no doubt ringing ears.

Cursing, Sunset quickly summoned a dome of cyan energy around herself, but Twilight had already calculated the move. She reached out for everything in the entire room: benches, chairs, and tables began to hover off the ground. Twilight tore at the walls, ripping every panel from its place until she stood in the eye of a hurricane of debris. Then she sent it all towards Sunset Shimmer.

The onslaught crashed against Sunset’s shield like a tsunami, and Twilight could already see cracks forming along the cyan dome. She expected it would only take a few more onslaughts before the shield was broken.

That was when Sunset made a move Twilight did not account for, if only because it was so desperate. Sunset lowered the shield and teleported headlong into Twilight, knocking her to the ground. She then climbed on top of her and punched her hard in the head, disrupting Twilight’s spellcasting. The storm of debris dropped to the floor all around them as Sunset lay into Twilight with a flurry of punches, her face contorted into rage.

Her whole face sore, Twilight could feel what she could only imagine to be blood dripping from what she deduced was a broken nose and forehead. Finally, Sunset stopped, allowing Twilight to catch a breath before her horn glowed with another cyan spell. Slowly and deliberately, Sunset lowered her horn to Twilight’s forehead, and it took her only a moment to identify what spell she was about to use.

Unfortunately it was a moment too much, and Sunset Shimmer cast the memory spell on Twilight.

All at once, the buried memories started rushing back to the surface, and Twilight was overwhelmed by understanding. Suddenly, each of the images in her mind had context. The small town was Ponyville, her home. The castle on the mountainside was Canterlot, where she grew up. The pegasi were performing at the Best Young Fliers’ Competition, where Rainbow Dash saved Rarity and the Wonderbolts, performing the sonic rainboom in the process. She was trying on a dress in Carousel Boutique, one that Rarity had made for her to wear to the Grand Galloping Gala. The very same gala that she and her friends had all but ruined with their antics, ultimately growing closer to each other in the process.

Her whole life played out in mere moments, from the early days of her foalhood as Celestia’s student to her recent expedition to the Frozen North as she sought the Forerunner ruins and a way to beat Project Freelancer. With a sadistic grin, Sunset Shimmer cast the memory spell again, and all of those memories were pushed aside as more recent ones took their place.

Her name was Ancora, not Twilight. She saw Rainbow Dash on the gurney, her lifeless eyes staring back at her. She saw each of her friends as one by one, each of them perished in changeling attacks or imperfectly planned raids. She saw Princess Celestia struck down by the Changeling Queen.

“No…” Twilight/Ancora whimpered, turning over on the ground as tears rolled down her face all over again. How could I have forgotten?

Her friends all looked at Twilight in her mind’s eye, their lifeless gazes accusing.

“I’m sorry… I’m so sorry,” Twilight/Ancora sobbed, curling up into a ball of despair. “It’s my fault… it’s all my fault….”

“I know. It hurts, doesn’t it?” Sunset sneered, wiping a bit of Twilight’s blood off her hoof. Her horn glowed again. “Fortunately, I know how to make the pain go away.

Just like that, Twilight/Ancora felt the same tingling numbness across her essence that she felt before. She felt herself being broken apart piece by piece. This time, she didn’t have the willpower to stop it. Maybe it was for the best. Sunset Shimmer was right, she thought as she closed her eyes. At least this way, there would be no more pain…




































“Twilight!?”

Her eyes shot open, and she looked around the room. The voice that called her name was high-pitched and familiar.

“Twiliiiight!” a scratchier voice called out, its echo coming from outside the mess hall.

Following the voice with her eyes, Twilight looked to the nearest door, and saw the shadows of several ponies dancing on the wall outside.

Sunset frowned. “Ugh, how did they find us?”

Five ponies, a baby dragon and a cobalt armored man entered the room.

“Wow… looks like they put the ‘mess’ in mess hall,” Spike snickered, looking around the destroyed room.

“Booooo…” Pinkie said.

Twilight stared at all of them in disbelief through teary eyes.

“Wha…? But… y-you were dead… I saw you….”

“Twilight, that wasn’t real!” Church said.

“Exactly,” Rarity said.

We’re real,” Fluttershy said.

“And we’re here for ya, sugarcube!” added Applejack.

“Besides,” Rainbow Dash said. “Whatever Sunset showed you is impossible!”

“Because Twilight Sparkle doesn’t fail!” Spike exclaimed.

Twilight looked at each of their smiling faces, and smiled in return. Suddenly the visions of her friends lying dead on gurneys were no longer so scary. Those memories were nothing more than a nightmare, and Twilight was finally waking up.

“Yaaaaay. Friendship. Whooo...” Sunset Shimmer groaned, raising another magical shield over herself and Twilight. “Doesn’t change anything. I’m still deleting you.”

Suddenly remembering the slow numbing sensation crawling over her, Twilight turned to face the other unicorn. She didn’t have enough energy left for any big spells. She couldn’t teleport outside of Sunset Shimmer’s shield. Her analytical mind was fogging up as the numbness claimed more of her. There was only one other option she could think of.

“Sunset, please… I’m sorry that you fell out with Celestia, I really am. But killing me isn’t going to change anything!” Twilight said.

“Uh, were you even listening when I explained my plan?” Sunset deadpanned, her horn still glowing as she cast the spell to purge Twilight from the world.

“Yes, and the real reason for killing me still wasn’t made clear,” Twilight said, taking a step towards her. “C’mon, Sunset. Why do you really want me dead?”

Sunset took a step forward as well, meeting her in the middle. “You wanna know why, Sparkle? It’s because I hate you!” she took a calming breath, forcing her cyan eyes to regain their coldness. “My real plan wasn’t the only thing I lied to the Director about; I did feel a great deal of satisfaction breaking you! I guess I am that kind of pony after all….”

“But why?!” Twilight shouted.

“Because of all the ponies Celestia could have chosen as my replacement, she had to pick you! The source of the rift between us!” Sunset shouted back. “My own creation! My own shadow!

Twilight’s eyes widened. “Your what?

“All M.I.s are based on a real pony’s mind, remember?” Sunset said with a hateful frown. “Tell me, who do you think you were based on?”

As darkness closed in around her, Twilight thought of an idea. One final way she might be able to use this new information to her advantage. If she was based on the pony in front of her, that meant they shared more things in common than one might expect.

“Please, there’s still a chance to make this right!” Twilight implored. “You can still stop!”

Sunset gave Twilight a curious look at that moment, like she was a puzzle she just couldn’t figure out.

“You exist because I made you…” Sunset said, her face hardening with resolve. “Now I’m unmaking you!”

With a sigh, Twilight closed her eyes as more of her was erased by Sunset’s spell. “I’m sorry for this….”

Twilight wasn’t even sure how she did what she did next. Regardless, she knew it was possible. Twilight separated herself from her physical body and materialized as a tiny incorporeal unicorn before Sunset Shimmer. She and Twilight’s friends gasped at the sight, their eyes glued to the being of pure magical energy floating in place. Then she lunged forward, joining her mind to Sunset’s.

All at once, Twilight was filled with memories that weren’t hers, grappling with the ones that were. She remembered being a filly growing up in Baltimare. She remembered living in a mansion on a huge estate, almost the size of Canterlot Castle. She remembered being dressed, cleaned and fed by servants while her mom and dad worked. She remembered treasuring every rare moment she shared with her distant mother. And she remembered whimpering in fear when her father would summon her for spellcasting training.

Come now, cast your shield, Sunset!her father, Summer Breeze, ordered as he stood on the other side of the training yard.

P-please, no more, Daddy! I’m tired!” she sobbed. They had been going for hours now. Her head ached and she could barely stand.

“I don’t care. And neither will the acceptance committee at Celestia’s School For Gifted Unicorns!” her father intoned sternly, levitating more rocks between them. “Cast. Your. Shield!”

Twilight remembered the crippling fear of going to that entrance exam. Of knowing what would await her should she fail. She remembered laughing with relief when it turned out she didn’t have anything to worry about. Remembered the joy when Celestia herself announced that she would be her mentor. There was joy as she took her lessons with Celestia, and found her to be much gentler and kinder than her father. There was disappointment when her mother and father gave her no praise or rewards for her hard work. There was blissful happiness when Celestia started spending time with her outside their lessons, and she felt truly loved for the first time in her life. There was bittersweetness when she finally told Celestia about her father’s abuses.

I will never be a monster like him!” she had cried. “NEVER!!!”

There was the crippling anxiety as Celestia’s expectations increased, and she shot down proposal after proposal. There was the growing hope as she finally found a project she thought would impress her beloved mentor. Then there was crushing heartbreak when they fought, and Celestia said those words.

Your lessons with me are at an end.

And as Twilight experienced each of Sunset’s memories, Sunset experienced each of hers. Sunset remembered growing up in the Sparkle household with her parents and Big Brother Best Friend Forever. She remembered becoming Celestia’s student, and using her studies to distract herself from the unexplained anxiety that her life wasn’t what she thought it was. She remembered the years of avoiding social interaction in that very pursuit, and the terrible loneliness she felt as a result.

Sunset remembered discovering a prophecy about Nightmare Moon’s return, and being sent to a little town called Ponyville. She remembered spending a wonderful two years living there after defeating Nightmare Moon with her new friends. She remembered every moment she spent growing closer to those five kind, honest, loyal, generous, and just plain fun and loving ponies. She remembered traveling to an alien world where she got to know a very different group of friends.

And then Sunset remembered as each one of them was cruelly torn away from her, and that from the bottom of her heart, she believed she was responsible for their deaths.

When Twilight no longer felt the numbness eating away at her, she withdrew from Sunset’s mind and returned to her own body. As the destroyed mess hall came into focus, she noticed that Sunset’s shield was gone, and that her friends were all around her, helping her to her feet.

Sunset Shimmer was on the floor, curled into a trembling ball as she sobbed into her hooves.

“Oh Celestia…” she whimpered through the tears. “Celestia, what am I doing? What am I doing…?

Slowly, Twilight approached her, and when Sunset looked up at her with a tear soaked face, Twilight reached towards her.

“Take my hoof,” she said.

Sunset gave her that look again. The look of complete incomprehension. “You should hate me,” she sniffed. “Don’t you hate me?”

“No,” Twilight answered. “I pity you.”

Twilight waited with her hoof extended, but Sunset just stared at it with that blank, confused face.

“I told you, you can still set things right.”

When Sunset made no move to take her hoof, Spike put a hand on her back. “Twilight, we have to go.”

A distant BOOM shook the ship, and as the overhead lights flickered, Twilight remembered they were out of time.

“C’mon,” Church implored. “She isn’t worth it.”

Twilight looked back at the rest of her friends as they waited patiently for her. Each of them looked willing to wait with her until the ship crashed if that was what she chose.

But she would not make them wait.

“Okay. Let’s go home.”

The group turned to the door and together they made their exit, leaving the broken shell of Sunset Shimmer on the floor behind them.


The lights and displays on the bridge of the Mother of Invention flickered unsteadily as a distant boom rocked the ship.

“What was that?” asked the Counselor.

“Sir, we’ve lost engines,” reported one of the ensigns.

“Which ones?”

“All of them,” the ensign gulped. “We’re going down.”


Together with her friends, Twilight Sparkle raced down the halls of the Mother of Invention as the ship entered free fall. The ship’s artificial gravity device was the only reason they were still running and not floating their way there. Church had downloaded a copy of the ship’s schematics while he was in their systems, and the group followed his directions as they ran.

In a few short minutes, they arrived at the hangar bay that Twilight’s friends had used to board the ship. Twilight did her best not to pay too much attention to the bodies of armored ponies and humans littered about the expansive hangar. She saw Sunny Side following the surviving ponies of Captain Kicker’s squad onto a Pelican with Agent Washington draped over her back. The Freelancer was still, and Twilight couldn’t tell whether he was alive or dead.

Seeing ash clouds and distant mountains rising steadily outside the protective shield of the hangar bay, Twilight and her friends raced to board the Pelican too, but Kicker stopped them.

“We’re already overflowing with wounded, you’re going to have to take another one!” he said urgently.

They didn’t have time to argue, and Twilight quickly spotted another Pelican further down. Another boom rocked the ship, causing Twilight to stumble as they approached the other dropship’s rear bay. Twilight, Church, and each of the others scrambled into the ship. Only Fluttershy stopped momentarily to push Sometimes Sinks inside before hopping in herself.

“Crap, anyone know how to fly this thing?” Twilight asked as she strapped into one of the seats along the side.

“Yeah, on it!” Church exclaimed, rushing past her into the cockpit.

The ship lifted off the hangar bay floor before all of its passengers were even strapped in.

“I hope everybody’s buckled up!” Church exclaimed.

Rarity pulled down her seat’s harness and held on tight. “Just please don’t fly too faAAAAAAAAAAST!” Rarity shrieked as the Pelican took off, accelerating to Rainbow Dash-tier speeds as they flew away from the crashing Mother of Invention.

Apparently, in his haste to escape the plummeting warship, Church had neglected to close the Pelican’s rear hatch. Thus, the six ponies, baby dragon, and huragok had a clear view of the Mother of Invention as it sank to the ground, bursts of flames erupting from its hull. Twilight couldn’t take her eyes off of it.

The Freelancer flagship had been the physical manifestation of all of the stress and danger she’d had to put up with over the past near month of facing Project Freelancer. Seeing it fall now brought her as much relief as she felt after using the Elements of Harmony to defeat Nightmare Moon and Discord. She sighed; it was finally over.

We uh, may have a problem,” Church’s voice came in over the ship’s speakers. “We’re a few hundred pounds heavier than we should be.

“Well, don’t look at me! I’m on a diet!” Pinkie Pie said proudly.

Applejack frowned at her. “Pinks, we told you: Eatin’ nothin’ but cupcakes isn’t a diet.”

“It is, too! It’s called ‘The Cupcake Diet!’”

“Why’s that bad? Are we over capacity?” Twilight asked. It didn’t make sense to her. She remembered riding the same kind of ship with at least twice as many people, half of them being humans in powered armor.

“No, but it means one of two things,” Church explained as his blue hologram appeared in front of Twilight. “Either A) it’s just a computational error, or B)....”

The whole Pelican lurched as something went bang above them.

“Uh oh, just lost guidance systems,” Church reported, his hologram disappearing, likely to divert his full attention to piloting. “I’m going to have to….

Another crash, and the ship lurched again. “Crap! We’re losing systems left and right!

“W-what’s g-going on?!” Fluttershy asked, holding onto Sometimes Sinks tightly.

Another lurch, and suddenly the whine of the engines started to die down.

Fuck…” Church swore. Twilight didn’t think he meant to broadcast that. Then again, it was Church….

“Let me guess: We’re going down?” Spike deadpanned.

Well, I was gonna sugarcoat it for ya, but since you asked,” Church said. “Yeah, we’re going down.”

“BRACE FOR IMPACT!” Pinkie shouted. “GET TO THE LIFEBOATS! MARES AND FOALS FIRST!”

Twilight held her safety harness with a death grip as the Pelican shook and her stomach did flips. After a few teeth clenching moments, the Pelican hit the ground of the volcanic wasteland with a whump, whipping its passengers back and forth in their seats. The shaking continued as the ship skidded along the ground, before finally coming to a stop.

“Is everyone alright?” Twilight asked looking around to check all of her friends.

“I think my tail got whiplash!” Rainbow Dash complained.

“Yer tail’s fine,” Applejack said, before doing a double take when she looked at the appendage in question. “Though, it’s lookin’ a bit shorter than usual. You get it cut?”

Another voice broadcasted itself over the Pelican’s radio. “Church! Twilight! Does anyone read me?” Sunny Side asked. Twilight could hear the other Pelican flying overhead.

Yeah, we’re all fine!” Church responded.

That looked like a nasty crash, do you guys need assistance?

No, my scans are showing that everyone’s fine. Just get your wounded to the nearest base.

Okay…” There was a pause in Sunny’s response. “Captain Kicker is signaling Captain Spitfire on the Blue Thunder. She’ll swing around to get you guys.

Good, thanks!” As Church signed off of his radio chat with Sunny, Twilight and the others lifted their harnesses and began to stand.

Twilight’s heart leapt in her chest when the whole Pelican groaned and shifted, the back end slowly tilting up. Much more alarmingly, it didn’t stop.

Uh oh. Everybody out! NOW!” Church shouted as the Pelican started sliding again.

Twilight and the others leapt out of the rear bay of the dropship, landing on the hard volcanic rock outside. Twilight turned around just in time to see the Pelican fall off the cliff it had been sitting on the edge of, hitting the ground below with a thud.

Twilight’s eyes widened. “Church!!!

Before her friends could stop her, she ran to the edge of the cliff and looked down. The Pelican was lying on its back several stories down. Twilight looked for signs of life, but saw no movement. She then caught a glimpse of someone emerging from the Pelican’s rear, and breathed a sigh of relief when a cobalt blue armored figure stumbled out of the upturned ship.

“He’s okay...” Twilight said as she looked for a way to climb down. The cliff evened out into a slope a short distance to the south that they could use to climb down.

“Who’s that?” Spike asked, pointing in Church’s general direction.

Twilight followed his finger and her heart sunk in her chest at the sight of the dark, imposing figure slowly approaching Church below.

“Oh no….”


Church’s vision flashed red, indicators all over his HUD reporting the damage to his synthetic body. His legs refused to follow his commands with any consistency, and he couldn’t stand up right. So much red filled his vision that he didn’t even notice the single dot that appeared on his motion tracker. However, he did hear the sound of footsteps crunching on pebbles, and Church was suddenly overcome by fear as he turned and saw the figure approaching him.

Its once white armor was charred black, and it was coated in a layer of blood. Church couldn’t tell whether the blood was the creature’s own or that of those it had killed. Either way, the looming figure strode towards him, unflinching. A fist full of important looking wires dropped from its hand as it got closer. Church tried desperately to crawl away with his damaged body, but it was no use.

Church felt himself being lifted up, and before he knew it, he found himself looking into a reflective dome: the face of the monster that was the Meta.