• Published 11th Jun 2013
  • 14,624 Views, 1,349 Comments

A Trusted Friend in Science and Ponies - Rethkir



A sequel to Better Living Through Science and Ponies

  • ...
55
 1,349
 14,624

Chapter 22: A Myriad of Horrors




The framework of the hospital shook violently as another explosion rippled through the air. The power cut off for a few moments before reviving as the backup generator kicked in. The lights were back, but were a tad dimmer than before.

The sound throughout the hallways was that of a blood curdling scream. Chell, Ditzy, Dinky, and Twilight all watched as a group of doctors and nurses rushed outside the door. The guards who were chasing them earlier now had better things to worry about.

Also worrying was the sound of the Combine ships getting louder, accompanied by what sounded like heavy gunfire and smaller explosions.

“Dear Celestia, you were right, Ditzy,” Twilight finally spoke. She found herself suddenly beginning to panic. “Spike! Oh, my gosh! I told him to wait at home at the library!” She manically clung onto the fur of Chell’s chest with her front hooves and pulled her in close so that they were staring eye to eye. “We have to get him out!”

Chell panicked for a moment, but then gently pulled Twilight’s hooves away and placed them back down. Then she took a long, deep breath, encouraging the panic-stricken unicorn to do the same. As Twilight did, she calmed down a little bit and thought of how she could gain control of the situation. When she got herself together, she unplugged the IV from her body and quickly removed her hospital gown. Loud crashing sounded left and right as gunfire hit the building.

“Chell, if you can get us out of Ponyville, I know a safe place to hole up at,” Twilight said. “But I’m not leaving without Spike.”

Chell nodded, being unable to respond with any words. She wasn't sure that she could get to the library and back in time, but she figured it was worth a shot. So, she climbed atop Twilight’s bed and pressed against the window to get a look outside, then beckoned for the others to follow.

There wasn’t much that they could see from the ground floor, but the sounds of the Combine’s approach were growing ever louder. From out of nowhere, a missile shot into the center of an intersection and blasted a crater into the pavement with a deafening boom, sending a wave of debris all around the impact area.

Chell opened the window and fired a portal on a far away wall in the streets, then an additional one on the wall to Ditzy’s left. Then she beckoned them to follow her through.

As they did, the four ponies were greeted to a scene of utter pandemonium, as familiar faces like Cheerilee, Berry Punch, and Colgate were running for their lives and screaming in terror. There was no sign of the invaders, just chaos. The foursome fixed their gazes to the Town Hall gazebo in the center of town, which was by this point almost completely engulfed in flames. Another missile shot by from the south and travelled along the ground, passing by mere feet from them before continuing to hurtle away and explode upon impact against the side of Sugarcube Corner.

Soon, Chell and the others noticed that these missiles had struck various points in town, as a dark gray gas was emitted from the crash sites of these missiles. The Cake family was near one such impact site, and everypony there started coughing from the gas. After a brief bit of wheezing, they collapsed to the ground, paralyzed. The gas spread outwards from the crash sites of these missiles, spreading their fumes throughout the town. It could easily have been mistaken for neurotoxin.

A billow of gas wafted toward the injured, tired foursome. Chell turned to her friends and pantomimed for them to keep moving and not to breathe the gas. All of them nodded and covered their mouths with a hoof.

They took cover beneath a tree and scanned the area for a possible escape route, but were more taken aback by what was happening around them. Ponyville was a war zone. Another missile hit the Town Hall, obliterating half the building.

“We gotta keep moving,” Ditzy insisted.

“I’m scared, Mommy. Are we gonna be alright?” The little purple filly on Ditzy’s back squeaked. Ditzy could not assure her daughter honestly, so she said nothing, but turned back to nuzzle the little unicorn tenderly. She wept out of fear for her little one, afraid of what type of horrors would be in stock for her precious muffin should she ever be captured. Not even children were spared from the assault, nor would GLaDOS make an exception for them when it came to testing. Ditzy Doo dared not imagine what would have happened to her little Dinky had Chell not saved her last time, and Dinky had been in there in place of Ditzy.

Not far away, the Cutie Mark Crusaders were running for their lives, trying to escape the chaos, but they could not escape the noxious gas, and they too, fell under its effects.

“Let’s get to high ground above the gas,” Twilight suggested. “The gas appears to be denser than air, so it sinks towards the ground.” She looked around for the best pace to go, before spotting a hill not too far off and towards the outskirts of town. “My magic isn’t too strong at the moment, but I can teleport us to the top of that hill.” She pointed at it. “We should get a better view from there.”

“Are you sure you can?” Ditzy asked. “Chell could always portal us there.”

Twilight took a deep breath. “No, it’s simpler this way. I’ll get us there in the blink of an eye.” She closed her eyes and focused. Normally, a spell like this would be a cinch for her, but she hadn’t yet recovered from that terrible experience which had left her malnourished and drained of magic. Normally, she could probably go further, but in her state, the top of that hill was the best she could hope for.

Ditzy, Dinky, and Chell huddled around Twilight as she encased her friends in a small orb. They disappeared with a pop in a flash of magenta and reemerged at the top of the hill overlooking Ponyville.

From there, they could see across town the great tree that was Twilight’s home, or at least, what had become of it. The tree was consumed in a towering inferno that was engulfing what had been her home.

“No…” came a whisper from Twilight. “No… no, no, NO! Spike!” she cried. “We have to get him out of there!” She pulled the orange pony up to her once more and looked into her eyes, pleading. “We have to.”

Chell turned her head and gazed upon the gigantic fireball across town. If he was still in there, then there was nothing that they could do. If he had escaped, then they had no way of knowing where he had been. She looked back at her unicorn friend with apologetic eyes. There was just… nothing that could be done.

Ditzy understood this as well. “I’m sorry, Twilight.” She tried thinking optimistically. “But… but he’s a dragon, so he should be okay… Right?”

When Ditzy said this, a mountain of worry was lifted off Twilight’s shoulders. Her ears perked up, and her face beamed. “Oh, of course! You’re right, Ditzy! How could I have forgotten? Fire cannot kill a dragon!” But a sudden realization made her mood became much less cheerful. “But… they can.”

Chell put her hoof on Twilight’s shoulder in an attempt to assure her that he would be okay.

“Well, he’s probably safe as long as he’s in there, right?” Ditzy asked.

Before any of them could contemplate further, they were taken in by the horrible sight of the invaders themselves. Chell recognized the flying machines and machine-beast hybrids from before. Those angular black attack helicopters were the source of the missiles; they were firing them from hardpoints mounted below swooped side winglets. Accompanying the attack were the cybernetic gunship creatures that were now flanking the town around the sides to entrap anypony trying to escape.

“Take cover!” Twilight shouted. Chell found a large tree nearby along the hill’s ridge and fired a portal on the tree’s trunk. The group hid beneath the cover of the tree’s foliage, which would hopefully hide them from the gunships.

Many pegasi tried flying away. But it it soon became apparent that this was a bad idea, as the gunships would fire their turrets at the escaping pegasi with blazing blue projectiles. There was no blood or damage to flesh, but judging by the blood-curdling screams the ponies made upon being hit, it was undoubtedly a very unpleasant experience. Only a few shots would leave a pegasus unable to fly. Droves of them were falling to the ground as a gust of wind blows leaves from a tree. Among them were the three pegasi who helped look for Fluttershy and visited her the hospital after the incident. If Chell remembered their names, they were Medley, Cloudkicker, and Lightning Bolt.

It seemed that the Combine were aware of the portal network and anticipated that ponies would try to flee through it, so three gunships stationed themselves above the transportation portal hub in the town square to shoot any ponies attempting to reach it.

Dropships were now landing along the town’s perimeter. Chell noticed that each of these carried the strange large creatures she noticed before. After the ships landed and released them, it soon became apparent what these things were. Gigantic tripods resembling three-limbed daddy longlegs arose from their drop-zones. Wailing, low-pitched cries came from these imposing walkers as they awakened to life as their bodies were raised high by slender, double-jointed legs.

Their three legs were arranged equilaterally beneath their bodies. There were two in the front and one in the rear. The striders stood around fifty feet tall and were armed with both a relatively small turret on their heads, and a much larger cannon that hung below. They wasted no time swarming into the town from the sides. They all charged bright blue energy from the large cannon beneath them, distorting the area around them. Then, they simultaneously released the cannons at various targets in the town, causing a blinding spectacle of light and destruction. But they were not firing randomly. The targets they hit were bridges and overpasses, as well as tall structures that would block traffic when collapsed. They were trying to block any way out. One of the blasts hit the large clock tower in town, and it fell like a tree that had been chopped down.

Any ponies that were caught trying to run out of the town either met with the striders or the gunships. Either way, the result was the same. Anypony shot would endure an intense paralyzing pain, and they would not get back up afterwards. Just at the foot of the hill, Chell saw Lyra & Bon-Bon being gunned down by a volley of projectiles. Looks of utter fear were glued to their motionless faces.

Some of the striders were closing into the town. Others stood to guard the outskirts. Meanwhile, the gunships patrolled the skies. A few of the black armored helicopters were now at the scene. They passed over the airspace of the town quickly, deploying large clusters of spherical canisters which released the paralyzing gas as they fell to the ground. The smog was now coating large areas of the city, subduing hundreds, if not, thousands of ponies in the process.

More dropships were landing throughout the town. These were the ones that carried the ribbed pods. A door opened from the front of each pod, ramping down to the ground. Out from each container came a squad of four ponies garbed in grayish black combat armor and blue-goggled gasmasks. On one of their front legs, an assault rifle was attached in a very similar manner to Chell’s portal guns.

They did not hesitate to fire upon the panicking civilians who had yet to be brought down by the gas. These rifles used the same non lethal technology as used by the gunships and striders. Ponies hit by the projectiles would feel an intense debilitating pain that brought them down, but left them otherwise uninjured. The soldiers swept through the town, gunning down terrified masses of ponies into forced sedation. Like the portal guns, they had to raise their leg in order to fire, which was a tad awkward, though they seemed to have no problem walking on three legs for short periods. They fired with immaculate precision until every pony in sight was down. After which, the soldiers would place some sort of collar around the necks of the fallen ponies, probably to track them and/or keep them from being able to escape. How exactly those collars functioned, Chell did not wish to know.

What an unsettling thought, to know that these ponies were once humans like Chell. She knew not what the Combine did to them for them to become this way, but she was glad to have been spared from such a fate. Perhaps being locked away in Aperture Science was not such a bad thing when compared to this. Perhaps… she was lucky.

“We’re not safe up here!” Ditzy called against the backwash of gunfire and panic. “We gotta get out, Now!”


Within the mountaintop, observing the entirety of the invasion was the mechanical terror which brought this all about, GLaDOS. Thousands of signals from Combine drones scattered about streamed into her mind, which processed them all effortlessly and coherently. She watched as the Combine horde spread forth across Equestria, conquering city upon city, and bringing their residents down to their knees with little effort in a bloodless slaughter. She tracked the progress of the Combine fleets with a map in her head. Cities yet to be captured displayed as red blips, cities under attack were flashing red and black, and the Combine forces were indicated with green arrows. Cities that had been captured would display as black, though none of the attacks had yet to be completed. The population centers under attack so far were Ponyville, Canterlot, and Cloudsdale.

Some of these fleets had still yet to reach a destination and were on their ways to areas far away, some far beyond Equestria itself to places that GLaDOS only knew of from collecting the knowledge from the mind of Celestia herself.

As she processed this data, she simultaneously sent signals out to the Combine forces to instruct them where to go, how to take each city, and what to do with their residents. They obeyed her every command with perfect fidelity.

They would scour all of the known world, searching through every corner, so that not even the elusive changelings could hide from them. They traveled north to the Crystal Empire, the Griffon Kingdom, and neighboring countries beyond encased in eternal winter. Another group of fleets headed west past the Drakenridge Mountains to the plains of Gildedale, the Shimmerwood Forest, and the lands of the buffalo. Yet more traveled south and east to lands exotic to the ponies, inhabited by such creatures as zebra, deer, elk, and the wild horses of Saddle Arabia. Then there was the most dangerous opponent of all: the dragons.

GLaDOS decided that it would be a wise strategy to avoid the dragons at this time. Though she prized their scientific value, GLaDOS understood that capturing the dragons would be a large expenditure of the Combine’s resources, which would strain her relationship with them and weaken her position. Besides, the dragons were in no way a priority for capture, and from what GLaDOS researched, without motivation, the dragons would not be a threat to the invasion, so long as they were left alone. Perhaps in the future, after GLaDOS gathered the proper resources, she might attempt to recruit them. So long as she has the will and the way, not even the fire of the mighty dragons would stand against her technological might.

Yet, despite every complex task her mechanical mind performed, there was another part of her mind, the part that was in no way machine, that cared of only of only one thing.

GLaDOS remained where she had been when Chell escaped, kneeling by the ground where the portal had been but a short while ago, nuzzling gently against it while the other parts of her mind were processing details of the invasion. With a front hoof, she gently caressed the area on the floor.

“Oh, dear Chell, you don’t know what danger you just got yourself into. If I know you, you’ll probably end up kicking the hornet’s nest, and then they’ll come after you without mercy.” GLaDOS sighed. “I only pray that they’ll return you to me instead of taking matters into their own hands. Just, please be safe out there.”

The pain of her loss of Chell was difficult to bear. Something dear and precious, more valuable than anything else she cared about, had been taken from her. For all that planning she did, to not be able to celebrate her victory along with her own… her most prized test subject — made it almost feel ruined. She wanted Chell to watch as she took ownership of a Citadel and transformed it to her liking: the birth of a new glorious testing facility. She wanted Chell to watch the invasion in safety as she subdued Equestria to be initiated into testing. And she wanted Chell to see the recruitment of the Equestrians as her new test subjects. It just, wouldn’t be the same without her there with her.

GLaDOS vented through her nostrils. She got up and moved towards Princess Luna, who lay nearby with a heavy bruise across her cheek. Rage built up from deep within. In her anger, she kicked Luna in the ribs.

“This” — she kicked Luna again — “is all” — another kick — “your fault,” — kick — “you stupid” — kick — “horse!” — kick. Through Celestia’s body, GLaDOS planted. GLaDOS huffed furiously and made a guttural scream of anger. “Why the hell did you help her escape?”

Luna was in too much pain to respond, barely lingering on the fringe of consciousness. Celestia, in her mind, immediately chastised GLaDOS for her violent behavior against her sister. It seemed to have an effect, as GLaDOS knelt on her knees and sunk her head onto Luna’s body as a pillow and softly cried into her.

“She hates me, doesn’t she?” GLaDOS whispered.

You understand that she has every right to, don’t you, GLaDOS? You have no one to blame but yourself, thought Celestia.

Though, despite the words she thought to GLaDOS, Celestia had to admit to herself that she was responsible for this as well. What an ignorant fool she was. Had a thousand years of ruling a kingdom by herself taught her nothing? For all she was concerned, GLaDOS was but a frightened filly, who hungered for power and would turn Equestria upside down to have things her way. Celestia should have been the grown mare and known what to do. Yet, instead, she had enabled GLaDOS to have even more power, rather than doing everything in her power to refuse it to her. All of this was done in blind faith for the gentle soul within, in the hopes that she would come to understand that what she was doing was wrong and stop herself before it was too late. But this corruption took hold of her mind like the parasite that she became. What a terrible mistake that was. Now all of Equestria was paying the price, and it was all Celestia’s fault. And she hated herself for it, almost as much as the hatred that GLaDOS had for herself.

“Um… yeah, duhhhh. Everypony hates you, you miserable piece of garbage!” added a voice from the floor. It was Rainbow Dash. She was laying where she had fallen. There was a small pool of blood by the end of her right wing, which was missing the bone at the end. The bleeding had stopped by this point, but Dash, despite retaining her trademark brashness in voice, looked defeated and helpless.

GLaDOS levitated the pony off the floor and brought her up to look at her in her glowing mechanical eyes, which illuminated with rage.

“I don’t care what any of you filthy farm animals think of me. I was speaking about Chell, you flightless cripple.”

“I’m not afraid of you anymore! You can’t hurt me!” Dash shouted defiantly.

“Oh, I can’t, can I? Well, I suppose you’re right. I already took away the pony who was closest to you, didn’t I? What was her name, Flutterbitch?” She smirked wickedly, waited for Dash to react to her nasty insults. As if GLaDOS was pulling marionette strings, the pegasus’s face clenched bitterly, and she glared back with the most hateful scorn that she could muster. GLaDOS loved it.

“The poor, sweet little thing,” GLaDOS said in singsong, “and now I’ve taken away your ability to fly. All that’s left is the two towns that you have called home, Ponyville, and… Cloudsdale, which are both going up in smoke as we speak. Would you like to see it?”

On the monitor, side by side videos played of both towns being attacked by the Combine. The destruction of floating city in the sky was particularly horrendous, as the entire cloud that Cloudsdale stood on was slowly falling out of its place in the sky. The entire city was tilted like a sinking ship. Any pegasi who tried escaping were shot down by gunships and plummeted to the ground.

“All that’s left now is the cider, but I’ll take that when I deal with Applejack. So now your life. Is. Officially. OVER!” GLaDOS brused a hoof against her forehead in an overly dramatic show of mockery.

“Shut up!” Dash screamed back.

“Oh, I’m sorry, but since that deadly laser beam clipped the end of your wing, you’re never gonna fly again. How unfortunate…”

“I said shut up!”

“I’m only telling you the truth, and that is that you should just forget about ever flying again for the rest of your miserable life. The good news is, that Scoota-chicken filly who follows you around will no longer ever have an unrealistic aspiration in life. What, with you being a flightless cripple as well, she’ll be better able to accept that she is never meant to get off the ground either. So, at least you’ll both have that in common.”

It was then that GLaDOS had pulled Rainbow Dash’s last straw. She huffed in contempt, wanting nothing more than to tear GLaDOS apart. If there was one thing Dash hated more than her, it was being flightless, weak, and unable to defend her friends. “Hey, lay off Scoots! She’s just late to learn, that’s all! You know what? I don’t care anymore! You’ve messed everything up so bad for everypony, so what the hay does my life mean in the big picture anyway?”

GLaDOS stared at Dash as the flightless pegasus was moved uncomfortably close to the cybernetic mare’s face. The glare GLaDOS made looked as if she was going to snap Dash’s neck. But then, her eyes softened. The anger was replaced by sadness. “You’re right, meager pony. Why are we wasting time talking about you, when my own problems are far more dire? So, tell me what I fail to understand. Chell. Why does she hate me? All I wanted was to spend some time with her. What did I ever do to make her hate me so much?”

Rainbow Dash's eyebrows twitched in confusion. “Huh? Wait. Hold on, are you seriously asking that? Really?”

The question went over GLaDOS. “Tell me, my pony, what could I possibly have done to wrong her?”

Rainbow Dash tilted her head. “Um, what planet are you on? Do you not understand how you just ruined her life, along with everypony else’s?”

“A planet where horses can fly,” GLaDOS responded dryly. “I think that should be enough of an answer, as well as a fairly accurate assessment of highly illogical the state of my twisted mind. I grow tired of your idiotic opinion. So, I shall ask a pony who is even dumber than you.”

GLaDOS kept Rainbow levitating with the telekinetic energy manipulation, but cast a spell over the head of one of the ponies who lay on the floor.

“Applejack.” The half dazed earth pony was brought into focus by the spell that had formed around her head. She struggled to lift her neck just to face GLaDOS. “Tell me, simple equine, why does your friend feel the need to find so much hatred for me?”

“Who you talkin’ ‘bout anyways? Chell?”

“Yes, Chell, you simplistic clod. Who else would I possibly be referring to?”

“How should I know?! Ah was kinda outa it, ‘case you been payin’ attention.” Applejack, remembering that horrible experience hanging from a noose, felt along her neck. Her heart was shot with horror when she felt scars where the noose had been.

“Well, while you were feeling a little… hung over, that little traitor Chell decided that she didn’t care to be around me anymore, even though she knows how much I need her. So, she went and did the one thing she does best: she broke my heart.”

“That’s a load of horseapples, you sick freak, and you know it! What the hay is the matter wit’ch’ya?” Applejack shouted back.

“Certainly, many things. Oh, my little ponies, you cannot even begin to fathom the twisted horror that is my mind.” GLaDOS lifted Applejack in front of her to accompany Rainbow Dash.

“You know why she hates you?” Applejack blurted. “Because you are a manipulating sociopath who shamelessly builds and crushes her hopes, just for your own dang amusement. She was so happy before you came back and ruined her life again. And you say that you need her? It takes a lot of gall to say a thing like that, you know?”

“I conther!” said yet another voice with a heavy lisp. She had awakened a few minutes ago and had just now summoned enough strength to speak.

GLaDOS cast the same spell over Rarity’s head to bring her into focus, then levitated her to where her friends were as well. Her face looked like a wreck. It was heavily battered and swollen from being tossed across the room. To add to that her missing teeth were evident whenever she opened her mouth. “Who in Equestria do you thinkf you are, hurthing tho many ponief? Ith you care abouth her like you thay you do, you’ll thtop thif madneth and undo thethe wanton atrothitief.”

GLaDOS couldn’t resist the urge to laugh, at both Rarity’s unfortunate lisp, as well as the futility of her words.

“Ftop laughing at me! It’f not thunny, you degenerate fphyco!”

GLaDOS calmed down, stifling her laughter. “You’re right. I really shouldn’t laugh at that. I’m sorry. But, I can’t help but find it quite hilarious how maddeningly ugly you are now, after you spent your whole life trying to perfect your image. Not to mention how… filly you found… quite a horrendous occurrence, I must say, dahling.”

“If you want us to help you, you're gonna have to lay off the insults,” Applejack told her.

“Forgive me, but I'd rather not. You see, it amuses me. I hope you understand, idiots. Just try to ignore it. That's what Chell used to do.”

“No, it was because you removed her vocal chords,” Rainbow Dash snapped, glaring daggers at GLaDOS.

“Whatever, not like I care.” GLaDOS noticed that there was one pony yet to offer an opinion, but Pinkie Pie had said nothing. Yet, GLaDOS levitated her in with the others anyway. Her mane was flat, and her coat dull. She was still sulking from before. “Do you have anything to add, Pinkamena?” GLaDOS asked mockingly.

“Yes,” Pinkie whispered. Her speech was slow, soft, and deliberate. “You’ve made a lot of ponies unhappy. All you ever bring is grief and misery to those around you. I hope… at least… that makes you happy.” GLaDOS couldn’t tell if that last sentence was genuine or sarcastic, though she figured probably a mix of both.

She shook the four ponies in her grasp, though they were either too tired or too drained of hope to be afraid or even care. She stared long and hard at each of them. Their anger was gone, as was their fear. All that remained in them was despair.

“You ponies do not fear me anymore, do you? To stand up to me like that with such honest words, out of genuine concern for my dear Chell. I can see why you are such trusted friends of hers, and why she values you girls so much, for her to continue fighting in the face of such hopelessness, wanting nothing more than for you girls to be happy and safe. Perhaps I’ve underestimated the meaning that friendship can bring. I hope the five of us will become better acquainted in the upcoming age.”

Those words only earned her looks of hatred from the four ponies before her. She turned them around to the large monitor, which was now showing the invasion of the white city on the mountain: Canterlot, which was being bombarded by missile attacks. The missiles struck the majestic castle cantilevered over the side of the mountain and rocked it with powerful explosions. The magic which had built the castle and had kept it standing for almost a millennium was no match against the bombardment. One by one, the grand spires collapsed and fell off the mountainside down to the plains far below. In a magnificent blast, a large section of the castle was blown away and fell off the mountain side. In a short time, only half the castle remained standing on the mountain. The other half was at the bottom of the valley.

Canterlot would soon succumb to the same fate as Ponyville. The only ones capable of even attempting to defend the city were the royal guard, who were no match for the invading force. They fell to the Combine’s pulse weapons just as easily as any pony. And now, every living being in Canterlot had fallen to the Combine.

The scenes of the invasions in Ponyville and Cloudsdale played out at the same time on the screen.

“Look at this, ponies. The Equestria you once knew is coming to an end. You cannot deny this.” To further the point, she commanded the Combine in Ponyville to burn down the trees in Sweet Apple Acres. “Well, I guess there won’t be any cider this year. What a shame.” She then showed the destruction of Sugarcube Corner and Carousel Boutique as well to the ponies.

“There won’t be any fancy dresses either, or sweet desserts high in saccharides and fat, with one possible exception, of course. You ponies will have to put all that behind you now. There is a bright future ahead of us, dear ponies, whether you can see it or not. I greatly look forward to the time we’ll soon be spending together, though I can understand if you do not share my enthusiasm. Hopefully, Chell, Twilight, and Ditzy Doo will be back with me soon. It’s such a shame what happened to Fluttershy, but, well, I’d hate to exclude her from the testing as well. Hopefully, I’ll have the capability to do something about that, but one can only hope. Then we can all be together, us and the rest of Equestria. How wonderful that will be.”


“Twilight,” Ditzy continued, “Where’s this place you said we can get to?”

Twilight had to yell louder than she would have liked to, on account of the droning sounds of the invasion. “There is a castle in the Everfree Forest. It used to belong to the Royal Pony Sisters, but it has long been in ruin,” Twilight explained for Chell’s sake. “It’s not a permanent solution, but it’s far enough away from town that we should be safe. It’s — it’s the best place I can think of for the time being.”

“The… Ever…free…” a frightened Dinky peeped.

“I know, but I don’t see any other choice we have,” Twilight sighed morosely.

A black pegasus pony fell out of the sky and plowed into the ground beside the group. Chell had recognized this stallion as Thunderlane.

“Anywhere is better than here!” Ditzy yelled in response, “Chell, get us to the forest!”

Chell nodded and looked in the direction of the forrest. From atop this hill she saw Fluttershy’s cottage in the distance, yet another reminder of the friend she had lost the day before. But there was no time to dwell on that. She fired a portal onto the wall of the cottage, then one below their hooves. They crossed through, and in an instant, were away from the chaos that had engulfed the town, just outside Fluttershy’s home, another place that Chell did not wish to be. She had to get out of here.

As they headed toward the forest, the sound of something flying up from behind caught their attention, Up in the sky, two flying camera drones were in the midst of a full speed divebomb.

“Get to cover, NOW!” Twilight yelled, as they dodged another ray blast.


In the mountain far away, GLaDOS was continuing to watch the video feeds from the Combine drones. But she paid close attention to a purple dot on the map, which had mysteriously jumped from the center of town to the outskirts of the forest to the west. GLaDOS had suspected that Chell would find that little purple unicorn and travel with her, and this anomaly of the shift in her location almost confirmed it. The sight of a certain dull orange earth pony on the outskirts of Ponyville caught her attention, and all other processes were placed on the backburner as she prioritized nearly all attention on this single task. She sent a signal to the drones instructing them to continue following the target she specified under all circumstances.

“Chell!” GLaDOS joyously chirped as she happened to catch the live feed from the flying camera drone. On the monitor, the feeds to all the other areas of Equestria were replaced with the feed of Chell fleeing. GLaDOS leaned in with anticipation.

The fleeing party bounded into the dense foliage of the forest, though the flying drones followed persistently in hot pursuit.

Suddenly, as the cameras were gaining ground on the ponies, the feed was cut off.

“What!?” GLaDOS shouted in disappointment. “Damn! So close,” GLaDOS muttered to herself when she realized that the drones had crashed in the forest. Although Chell had evaded her yet again, GLaDOS took solace knowing that she was relatively unharmed and safe — well, as safe as being in the Everfree could be. That stupid dog servant of hers was almost eaten by a giant snake after being in there for mere minutes, but Chell was far smarter than he was, and she was in good company with her friends. And more importantly, she would know Twilight Sparkle’s location at all times. So, she instructed another pair of drones to follow their location above the canopy of the dense forest: far enough away that they wouldn’t notice, yet close enough that the feed would continue. She would not risk having the Combine capture them. There would be a time for that later, as the Combine would certainly do a thorough search in the forest for any escapees soon enough.


Some good distance into the dark woods, deep enough that very little light came through, Chell and the refugee ponies took a moment to catch their breath, sighing in relief at the flaming wreckage of the camera drones about a hundred yards away from them.

“Ok then,” gasped Twilight. “We should keep moving before more of those things come along after us.”

Staggering to their hooves, the weary ponies slowly moved deeper into the forest, keeping one eye turned skywards to hopefully catch anything approaching before being spotted again.


Without warning, a bright green ball of energy formed out of nowhere in the Anti-Mass Spectrometer chamber. The event shifted GLaDOS’s focus away from the invasion and Chell, and back to her current whereabouts. The orb vanished shortly after it appeared, leaving two things behind. One of which was a stone white-bearded pony garden gnome with a red cone hat. The other was a…

“Ah! Headcrab!” GLaDOS shouted as the infernal creature crawled about on the floor. Though the tiny tan-skinned four-legged creature appeared rather harmless by the way it scuttled about and by the gentle cooing sounds it made, GLaDOS had learned about these things shortly after the Black Mesa incident, and she knew exactly how dangerous they were. “I said no headcrabs!” She moved the ponies as far away from the creature as she could before it could latch onto their heads and gently placed them down. Then she lifted the headcrab off the ground so that it wouldn't be able to go anywhere. Like every other headcrab, it had a small, round body, two long sharp claws in the front, two short and stubby legs in the back, and a row of six small tentacles in the front.

“Hm… this teleportation anomaly appears to be an isolated event, given that this portal storm is far more confined than the one of the Black Mesa Incident,” GLaDOS noted. “Let’s just hope that this is the case.” Though GLaDOS was initially tempted to kill the creature, she brought it closer for examination. The first thing she did was turn it back so that she could look at the mouth on the underside of its body. What she observed came as quite a surprise to her.

“Interesting… visual analysis confirms that this headcrab is missing its beak. As a result, it would be incapable of biting or latching onto a host, thus making it completely harmless. However, the shape of the orifice seems to have become better suited to fit over a pony’s cranium, likely due to the… ‘ponification’ process. It is highly likely that the accompanying garden gnome was originally human shaped.” GLaDOS observed the bearded cone-hatted diminutive pony figurine. A stupid smile was plastered on its happy face, which made her want to smash that thing into pieces.

“So, it seems that not even garden gnomes are immune to ponification. Honestly, the more I think about it, the more contrived the entire concept of this feels. I can force myself to accept organic beings, but this whole deal with nonliving things is just… idiotic. Come to think of it, why ponies? Equines may be among the most notable of intelligent races on this planet, but they are far from being the only one. I mean, why not be turned into something resembling a griffin, or a dragon? This is probably one of those things I don’t think I am ever going to find the answer to. Oh well. The law of ponification may be stupid, but it is what it is, just like magic. Anyway, considering the observance of this unusual phenomenon, I hypothesize that both gnome and headcrab originated from the human world. The only way I could assume for this to have happened was if these things had entered a similar superportal to the Combine world, perhaps the one that was being formed shortly after the Uprising. But that was… thousands of years ago, after I was dead. If I know my history, that portal was destroyed before it could form properly, so when that portal collapsed in on itself, this gnome and headcrab had become trapped in an extradimensional temporal stasis for all these millennia, only to be released when the breach was opened again. But that doesn’t explain the missing beak. Perhaps back then, someone was keeping it as a pet.”

The small alien creature cooed and wriggled the tentacles over its mouth as it floated in front of GLaDOS. Despite its horrid repulsion, she strangely found it to be rather cute. “I bet your former owner really missed you, to go to such lengths just to safely handle something that would otherwise cause an agonizing death,” she said to it. “You were once quite the little killing machine, weren’t you? And now you’re completely worthless, you poor, poor thing. Such a shame it had to be this way, to have your very purpose taken from you.” GLaDOS sighed. “I understand how that feels, believe me. I’ve been there: completely defenseless, unable to do the very thing that you were born to do. You wouldn’t last five minutes outside the way you are. What luck that you ended up here with me. I promise you’ll be safe in my care. Yes, I think I’ll keep you.”

She retracted the armor over Celestia’s face and nuzzled the creature. Celestia was rather revolted for being forced to rub her nose against such a horrid disgusting thing.

“Well, Celestia, be repulsed all you like, but you simply just don’t understand how wonderful a creature this is. There is true beauty in this thing, whether you see it or not.”

Celestia, upon further consideration, found GLaDOS’s admiration for the creature to be rather charming, even if she did not see it in the same light. It reminded her of her own concern towards GLaDOS herself, something that she knew was wrong, but yet could not help but to feel love and care towards anyway. As long as the thing wouldn’t be able to hurt anypony, Celestia did not mind.

“If only I can think of something to call you… Hmm… How about, Beakless. Yes, that seems to work.” GLaDOS chuckled a little at the thought of her name for the headcrab. “You know what? I don’t need Chell. I mean, who needs her when I have you instead? You are superior to her in every way. Like, she can’t even fit into an air duct. Pffft, I mean, seriously? And she can’t scuttle around and coo like you can. Nor can she leap off the floor and… attempt to latch onto another pony’s head.”

GLaDOS sighed from the lies she told herself. “Well, at least you’ll never hate me.” Something came across her mind, and she gasped in realization.

“The testing bots! I had almost forgotten about them. I built them for the very purpose of replacing Chell, and they have been nothing but loyal to me. I owe my life to them. Oh, it’s such a shame about their hideously repulsive meat bodies, or else I think I would spend more time with them. But… ugh, they are just too gross.” She sighed. “I’ll have to get them new robotic bodies when I have my new facility. I just can’t stand their current forms. Well, at least I have you, my little headcrab.” GLaDOS nuzzled Beakless again. “Mommy will take care of you.”

GLaDOS’s interaction with the headcrab was cut short when she received a signal from within the portal in the sky. A vision of the strange being that spoke with her earlier (or one that was identical) appeared within her mind. She projected the image onto the screen for everyone to see, then positioned herself in front of the camera and activated it. Now, she was looking right back at the alien. It was waiting for her to begin the conversation.

“The invasion is going quite well,” she said to it. “I commend your forces for being such an useful asset. Within hours, the entire planet will fall to the power of your great empire. But the defeat of Equestria is meaningless to me without what I need to make use of it. And while much of this world has yet to succumb to the Combine, I eagerly await what you promised me, so that I may fulfill the very purpose of summoning you in the first place.” GLaDOS waited for a response, but there was nothing. “So, I assume you have good news?”

“Yesssss… Thhhe cciittadellll, isssss rrreeadddyy… Whhhherrrrrre doooo youuuuu wiiiiiishhhh fooorr iitt… to beeeee?”

“You know, that is a good question indeed, and it’s something I’ve thought about for quite some time. Certainly not on this mountain. Must be somewhere flat, but certainly nowhere near that horrid lake, not after I almost spent a miserable eternity stuck submerged on the bottom. Sorry, it’s a long story. So, the only logical place for it would be on flat plains. I’ve marked a location here on this map.” In the right corner of the screen, the map GLaDOS used to track the invasion appeared. Somewhere not to far from Ponyville to the east of the town was a large equilateral triangle that flashed black and white. “I want it here.”

“Aaaaassss youuuuuuu… wiiisssshhh. Looooook to the skyyyyy,” the being said before the signal of the transmission cut. The image on the monitor was replaced by a feed of the swirling anomaly outside the mountain. One of the arms of the spiraling cloud was starting to grow longer.

GLaDOS sent a signal to the testing bots to call them here. It was not long before the two repulsive humanoid canines entered the chamber.

“Orange, Blue, it is good to see you two again. Forgive my recent negligence of you two today. I am happy to announce that you two will be getting your old bodies back soon, or at least, perfectly identical ones. Then I will no longer be repulsed to have you in my sight.”

“Yippieee!”

“Weeeee.”

The hideously ugly beasts jumped up and down in excitement to finally be rid of these filthy bodies, as well as the chance that their creator might test with them again.

GLaDOS levitated the ponies, as well as Princess Luna, and moved them towards her. She made sure that Luna was awake, though she was still unable to speak. The others merely had nothing left to say.

“Ponies, princesses, bots, Beakless, what is about to take place is an extraordinary event that will only ever happen once in your lifetimes, except for Beakless, perhaps. So, it would be unforgivable of me to not allow you to witness this event in person.”

In a pop of light, GLaDOS, Princess Luna, Applejack, Rainbow Dash, Rarity, Atlas, P-Body, and the headcrab vanished from within the chamber. A moment later, they appeared on the mountain’s now slightly lower summit. She kept them secure and close within her magic, so no one would fall or try to run away.

Here, they looked out upon a breathtaking view of the scenic landscape of Equestria. Out in the distance was the ponies’ beloved former hometown of Ponyville. Beyond that was Canterlot, which no longer retained its iconic silhouette against the horizon. What was remaining of the castle barely made an impression on the landscape. Almost directly above them was that swirling cloud, a doorway to a world of monsters. But it had drifted about a mile or so away from the peak towards Ponyville to the north.

Something strange was happening with the vortex. One of its spiraling arms continued growing longer and longer. As it did it so, it necked out, creeping away from the mountain. A blue light formed from the cloud, concentrating in the elongated arm, which was now beginning to resemble a crack in the sky. The light grew brighter, so much so, that it was almost painful to look at. Yet, nopony turned away.

Then, the sky ripped apart as the crack shot across it like a bolt of lightning, producing a roaring tremendous boom. The hot blueish white crack streaked northward, ripping through the space between the two words and tearing branching fractures in the sky as if it were made of glass. The rift zigzagged north for many miles, towards Ponyville.


Chell and her friends had made it deeper into the dark Everfree Forest, with Twilight leading the way with her glowing horn. The Everfree was a miserable place. Under no circumstances would anypony go into the forest without good reason. Though it was the middle of day, the thick forest canopy blocked most of the sunlight. Had it not been for Twilight’s light spell, nopony would be able to see five feet in front of their faces. The sounds of strange animals filled the damp musky air, along with a few of those heart-piercing groans of the giant beasts in Ponyville. Considering the events outside, the animals of the forest were more riled than usual. The entire place was unwelcoming. But in comparison to Ponyville, this place was shelter.

“I can’t believe this is happening,” Twilight muttered. “Equestria’s never encountered anything like this before.”

“You have a plan, right?” Little Dinky asked from her mother’s back, her hooves firmly wrapped around Ditzy’s neck.

Twilight sighed. She didn’t turn back to look at the filly, but Dinky could still sense Twilight’s uncertainty. “No, I’m afraid I don’t. All we can do right now is run and hide. We need to find shelter. Once we do that, then we’ll figure out what to do. Until then, we must keep moving.”

Up ahead, sunlight peeked through the canopy. They were near an area of the forest that was sparsely populated with trees. When the ponies reached the clearing, it soon became apparent why it was so.

Many of the trees here had recently fallen down. What few trees that stood were blackened and charred. The ground was gray, void of any vegetation, or any life for that matter. This burnt area was about the size of Ponyville’s town square. Here, the forest was quiet and somber, though the sun shining through the stark branches was a welcome sight.


“The… fire,” Ditzy Doo mumbled. The raging forest fire that ravaged these woods only a day ago felt like a distant memory. Considering everything that happened since then, it might as well have been.

As the ponies made their way to the center of the burnt clearing, something caught Chell’s attention to her left. She saw a dark stallion, that same dark stallion she saw during her fall, standing in the center of the clearing… observing her. She turned back to her right to Ditzy and Twilight to show them the pony, but when she turned back to see it again, the pony was gone. Then…

BOOM!

The sound of an enormous explosion erupted from behind them. It was as if lightning had struck just above their heads, and yet the tremendous noise came from miles away. It sounded as if the sky itself had exploded. They turned around to see what it was; the truth was not too far off from that.

A giant fracture was tearing its way through the sky, suddenly terminating somewhere past where Ponyville must have been, coalescing into a small cloud. “Dear Celestia, what is that?!” cried Twilight.


Dark storm clouds were forming along the seam of the rift. The rift itself was glowing a magnificent bright blue, lighting up the darkening sky like an aurora. Another opening slowly formed from the end of the crack. Like the other over the mountain, this one began as a swirling disk, then an aperture that steadily grew larger and larger over time.


GLaDOS and her party were watching the faraway event from atop the mountain peak.

“We won’t get a good view from here,” GLaDOS said to the group. “So say goodbye to this place. We won’t be coming back.” In another flash, the company disappeared from the peak of the mountain.

They blinked back into existence in the sky, close to where the fracture had terminated in the plains near Ponyville. GLaDOS used her mechanical wings to stay aloft and magically levitated everyone close by rather effortlessly, despite the varying differences among her company. The new portal was several miles above the ground, and GLaDOS was somewhere about a mile below the portal, but still a reasonable distance away. She made sure that everyone had a good look at it.

Her sensors analyzed activity beyond the growing portal, and found exactly what she expected. She reported her findings in an uncharacteristically robotic tone. “Movement… in the breach…”


From within the depths of the fissure, a dark steel monolith slowly took form and began its ponderous descent into the skies below of Equestria. A gargantuan triangular shape appeared from the hole and plummeted towards the ground. GLaDOS watched in glee as what would soon be her new home descended right before her.

The giant alien machine was relatively compact as it fell through the sky, but even still, its sheer enormity made it seem as if it was plummeting majestically in slow motion. Even in this condensed form, the enormous machine stood at the height of Canterlot Mountain.

Out in the Everfree Forest, Chell watched in horror as the pillar closed towards the earth.. Ever closer, the thing which had literally appeared out of the sky continued its descent towards the earth below.

The colossal structure slammed into the flat green plain, sending gigantic ripples of rock and earth outwards like a tsunami of rock hundreds of feet high. The ground shuddered as it took the blow, sending a violent earthquake that spread out out for many miles, shaking the trees of the Everfree Forest and startling a torrent of birds into taking flight. When the shock wave reached Chell and her party, much of the force had dissipated, but the incoming shock wave all but blew them off their hooves when it arrived. Dinky would have flown off of Ditzy’s back if she hadn’t caught her. All around the shaken ponies, the burnt trees fell over or outright disintegrated into piles of burnt wood and ash.

“What in the name of Equestria is that thing?!” Ditzy cried.

Chell was just as clueless, but thinking back, she realized exactly what the foreboding monolith was: the Citadel.…… Aperture.

Author's Note:

Important Notice:
Collaborative Writing Initiative
How you can help!
Recruiting test subjects writers for side chapter

As you probably have figured out by this point, GLaDOS will resume her testing soon, and all ponies will be tested. A little while ago, I came up with an idea to have a side chapter that chronicles GLaDOS's testing of various ponies who aren't otherwise important to the story's plot, e.g. Trixie, Diamond Tiara, Lyra, Bon Bon, Vinyl Scratch, Octavia, Doctor Whooves, Cutie Mark Crusaders, Babs Seed, Maud Pie, Gilda, Big Macintosh, Shining Armor, Princess Cadence, etc. There are no limits. Hell, even Discord and Queen Chrysalis are possibilities so long as there is a good explanation for their inclusion. Though I would technically call this section "filler," I think it would be a perfect opportunity to show how GLaDOS would interact with a wide diversity of characters, giving more insight into her twisted mind. Each interaction would be like a short story within a larger story. Think of it as a Vignette Episode.

Firstly, who do you want to see tested?
Now, there are endless possibilities of characters to do, so I am asking you, the reader, to tell me who you want to see GLaDOS test. There are almost no limits. After all, all ponies (and non-ponies) will be recruited as test subjects. The question is, who would you want to see tested? Let me know in the comments.

Secondly, would you like to help?
Since there are so many characters to possibly write about, and since there is so much writing of the rest of the story I have left to do, I am calling upon you, the reader to help me with this chapter. Pen Stroke had a side chapter written by a fan, so I thought, why not I? So, if you have an idea, send me a PM explaining who you want to write about and your idea, and I will fill you in on story-related details you will need to know before you begin. There are no official deadlines, but keep in mind that it will probably either be chapter 24 or 25, so the sooner you help, the better. Anything will help, and all contributions will be greatly appreciated. These sections don't have to be very long. 1,000 words would probably suffice, but again, there are no limits.


In other news, as you may have seen from my last blog post, it has been a year since I first posted this story to FIMFiction. To those of you just joining, the burning of the Everfree may have been very recent, but for me, it was a long, long time ago. It's taking me a lot longer to finish this than I would have liked, but I will never stop until I'm done.

In even more other news, from the blog post before that, I plan for another song to go in this story. The lyrics are already written, but it has yet to be made. If you are good with music, synthesizers, or making a singing voice sound like GLaDOS, please contact me.

I want to give a special thank you to KMCA for giving me the idea to include Lamarr (Beakless) in the comments.

Again, Europa did a great job editing, as well as my most recent editor and story adviser, Llyrisviel.