• Published 30th Sep 2013
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Two Background Ponies Go On An Adventure - Piccolo Sky



Just two background ponies finally stepping out of the background and going on an adventure of their own...and that's it. Sam and Carl find themselves in a comedy/adventure of errors.

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Chapter 6 - Two Background Ponies in a Mexican Stand Off

With fifteen minutes to spare, the trio, quartet including Celestia, arrived at the zone. Immediately, they began to “unpack”. Sam had managed to turn Celestia from a solid block into the current progress on “Crazy Horse”…which meant she barely even vaguely had a pony shape. However, the increase in surface area and the heat was making her melt steadily now. The “edges” had been rounded and she had a puddle beneath her at all times. Still, it would take far too long to get her thawed. The only disguise they could give her was an “Economy Sized” cookie bag that Carl had sitting in a corner. They had gotten it once at a Filthy’s Club, but the cookies weren’t that good and went bad long before they could finish, so they covered Celestia with it and began to drag her along. At the bare minimum, she was a bit easier to move now.

Twilight, on her part, kept Carl’s hat and coat on, although there was little disputing that she wouldn’t be recognized by anypony who took a good look at her, so she was left to stand behind Sam and Carl as an “assistant” and to pull Celestia along. With that in mind, the three began to approach the factory.

Sure enough, it was in a darker part of town…and resembled one of those Westerns with no one in any direction. No kids playing. No wagons passing. Just dust and the wind. And looming ahead of them, silently spewing out industrial smoke, was a large, grimy, dark factory labeled: “Rising Sun Food Services”.

Sam and Carl both exhaled, and then looked to each other, and then back to Twilight.

“…This is it.”

“Not really sure if we’re going to get out of this alive, Sam.”

“Even if we do, we may be going to prison for a very long time, Carl…” The blue stallion muttered. “…But Dawn’s worth it to me, so I’m going in there.”

“And I’m going in if it means stopping Chrysalis.” Twilight added.

Sam looked to Carl. “…You wanting to back down?”

He shook his head. “No…I’ve got something at stake in there too.”

Sam stared at him a moment, before Carl looked to him with a smile.

“Friendship.”

Sam paused, but then smiled. Twilight did the same. As for the mice that worked windshield wipers in Carl’s wagon behind them, they made gagging noises before packing up their own things and running off as well. After that, Sam and Carl both exhaled, and then looked forward again.

“…Let’s do this.”

The three, dragging the concealed Celestia behind them, began to approach.

A few minutes later, they reached the only discernable entrance that was “open”, a large set of metal doors on one side of the factory. They were heavy and hard to move, but they also weren’t locked. It took Sam and Carl a bit of grunting and strain, but they grabbed one side and pushed it in one direction, and then all “four” began to move in.

The place was definitely foreboding enough. A monument to dirty, inefficient factories and sweat shops. The place had large, steam-powered equipment everywhere, hissing, spitting, and grinding away. Catwalks and side chambers were all over the place, dotted and separated by large pieces of machinery chugging. One place they went by had machines filling dumplings with Crab Rangoon. Other mixing vat was filling bottles with sweet and sour sauce. Yet another was filing along line after line of uncooked egg rolls into a massive deep fryer whose gauge was rated at over a thousand degrees. Between the heat, hissing, and darkness, it was quite fear inducing. Even with sunlight coming through the fogged windows, it was nerve-wracking. Especially since there wasn’t a worker there.

The three made their way down the “main path”, one that entire wagons could go through. However, they didn’t see signs of anypony. They progressively grew more tense as they went along, however.

“Lots of places for snipers, Sam… And no one would hear us if we cried for help…”

“…Lovely thought, Carl. What’s our time, princess?”

“Only a minute until noon…”

“We found the right place, didn’t we?”

“Sure we…”

Carl trailed off, and the others soon looked blankly and nervously forward as well.

As they rounded a corner, they found a gang of a dozen kirins…presumably looking at them. They couldn’t really tell unless they looked up. Some of these ones were dressed as thugs, although in a more Pacesian style. They were also cracking their knuckles and looking formidable. When the group looked into the air, they noticed that the one in the middle was Nek Tuu Long himself…and he didn’t look happy.

All three gulped.

“Well…if it isn’t my two ‘favorite’ Equestria lumps of dung.” Long stated as he began to walk forward, his whole entourage moving with him. “And it looks as if you brought me a present. How ironic…I was going to give you a present too. Here you go.”

With that, his branched horn glowed…and an object was lifted over the rest of the kirins and dropped right in front of three. It ended up being a rather large funeral bell…which let out a resounding gong on landing…but what really made the three gasp was seeing that it was etched with the image of a gang of foo dogs who were being pursued by what looked like giant, oblong seahorses that spewed out foam from their heads.

“Seems my minions tried to, how do you Equestrians say, ‘skim off the top right under my nose’. After cursing half of them, the other half confessed they planned on ruining our little deal by taking the money for themselves. That makes me angry. So I decided to let the ‘true’ members of my little ‘family’ handle this part. As for those shi you ran into on the street…I sent them to Pacesian Hell of Spray Bottles.”

Long took a few more steps forward, causing the three to gulp and recoil a bit more, before he lowered his head to their level.

“I’m still deciding on what Hell I’m going to send you two and your little ‘runner’ back there into. ‘Hot Coals’? ‘Flesh-Eating Flies’? ‘Reality Television’? ‘The 1980s’? So many to choose from… But first,” His head pulled back a bit, and his horn glowed again. Somewhere, a lever clicked.

When that happened, a whirring began to ring out, and an overhead conveyor with hooks moved. Sam, Carl, and Twilight looked up, and let out another gasp. Sam in particular went wide-eyed.

Dawn, tied up and gagged, was hanging from one of the hooks and slowly moving over to the very large deep fryer.

“I’m going to sit and watch as I place you at a table and force you to eat the deep-fried remains of your own girlfriend.” Long sneered. “Unless you give me the money right now.”

Sam swallowed. His heart was racing more than ever. Dawn struggled in her bonds and tried to cry out, but she also spotted Sam and struggled to move harder than ever. With that in mind, Sam looked down to Long.

“Uh…well…er…” He gulped. “…Let her go first, and we’ll give it to you.”

Long merely grinned and let out a chuckle. “‘Go’, my dear young stallion? At no point in any of our conversations do I recall ever saying I would let her go…or you for that matter. The only thing I promise is that I won’t force you to eat her. You’re still going to die. It’s not like I can afford to have you talking to the police… Don’t worry…the vat is more than hot enough for all of you.”

Sam and Carl both looked shocked. Their jaws hung loose for a moment.

“The clock is ticking, Equestrians.”

The blue stallion looked up to Dawn, who was panicking more than ever. Carl managed to give a look to Twilight, but she shook her head. Even if she used levitation, the other kirins would see it. Sam finally tried to look bold.

“If you don’t let her go right now, you’ll never get your money!”

“Well, as annoying as that might be,” Long responded. “At this point, you two have caused me so much grief that 100,000 bits might be a small price to pay just to watch you die. I’m worth 280 million easily, after all.”

“Er…well…” Carl began to interject. “I don’t know if the foo dogs told you, but the money is still on it’s way…”

Suddenly, half of the Pacesians aimed their horns at the three of them, making them all pale. They began to light up.

“That’s far too bad for you.” Long sneered. “I will ask you one final time to hand over the money, and then I’ll put a stop to this once and for all.”

Sam and Carl gulped. They looked again to Twilight, who winced. Her power wasn’t good enough to hit everyone at once, after all. They were in trouble…all while the conveyor brought Dawn closer and closer to the vat. It had already gone half the distance.

Suddenly, a voice broke in.

“No…I will ask you one last time to hand over the crate.”

Carl, Sam, and Twilight spun around in a flash…and were just in time to see numerous Solar Cycle employees move out. They literally seemed to “crawl out of the woodwork”, as the expression went, as they turned the corner, stepped out from behind engines and machines, opened doors to side chamber and exited…even had the flying ones descend from the ceiling. All of their eyes rippled green. Most of all, the large and no-longer-friendly form of Package Deal moved up right behind the three.

“I want what you took from me, worm.” He sneered at Long. “You can do it now…or you can do it after I’ve turned your brain into hummus.”

Long let out a snort in response. “So…finally decide to grow a spine, Package? You caused me more than enough trouble yourself, you know. I’m glad you’re here. This saves me the trouble of hiring a hitstallion to take care of you.”

Package Deal grinned malevolently and held the back of his hand to his mouth for a snicker. “Oh, I’m afraid our dim-witted mutual acquaintances seemed to have left you in the dark…”

There wasn’t much “ceremony” this time…simply Package Deal immediately igniting into green flame, and all of the other members doing much the same. As Sam, Carl, and Twilight watched, the latter couldn’t help but let out a small gasp as, one by one, the surrounding delivery ponies morphed into Changelings, followed, of course, by Chrysalis herself, standing head and shoulders over the three.

“Ready to beg for mercy for insulting me yet, you long-necked abomination?”

Long hissed in response. “Silly Equestrian weaklings may fear giant bugs…but true Pacesians do not. I shall enjoy miniaturizing you and then feeding you to my pet mantis.”

Chrysalis bared her sharp teeth. “The only creature in this room who gets to mate and then kill is ME. Now…” Her thin gaze pivoted low. “Who do I get to have for dessert?”

Before Twilight could look away, her eyes fell on her. Immediately, Chrysalis’ gaze enlarged in surprise.

“…I must be dreaming. The news reports were true? You two oats-for-brains earth ponies actually managed to catch Twilight Sparkle?” Her malicious grin grew twice as large. “Perfect… I’ve thought of devouring you for some time, ‘princess’… And this time…I’m only sensing a tiny bit of magic inside you. Not nearly enough to stop me and my minions…”

The Changelings took off into the air, beginning to fill the room with their buzzing as they zeroed in on their targets. The Pacesians, never showing any fear, took new aim…but still left some of their horns aimed at the three. Sam, Carl, and Twilight gulped, looking around for a moment…

But before anypony could do anything, another group leapt out. Abruptly, from behind the Changlings, Chrysalis, Long, and the Pacesians, a new mob went onto the field, wielding mostly hand weapons, bats, hasty clubs, and pipes, but looking every bit as fierce and wild as everypony else. It actually distracted both sides and made them look around…and what they spotted was a legion of foo dogs…including the one still walking stiffly.

“Not so fast, Cheddar Cheese Bitch!” That one shouted. “I want a piece of Long and then I want a piece of those sh’theads down there before I beat my money out of them!”

Chrysalis snarled, but Long snapped to him in rage. “Rex, you gutter-trash bastard! How dare you try and backstab me!”

“Screw you, Long! First you kill my older brother because those clowns screwed up the shipment, then whack half of my boys trying to get me! I always knew you couldn’t tell us apart!”

“If you’re not a kirin, you’re pretty much identical all over the world!” Long snapped back. “But no matter! You can join the rest of your gang…or maybe I’ll just send you to the Hell of Endless Baths!” He paused. “…Admittedly, that’s actually one of our Heavens, unless you’re canine-like…but you’ll still hate it!”

Chrysalis, at this point, smiled and chuckled darkly. “Oh-ho…it seems you’re slightly outnumbered, ‘Stretch Armstrong’. But don’t you worry…I’ll make sure to kill and feed off of them once I’ve devoured all I can off of you.”

Again, the people in the room began to tense up, making Sam, Carl, and Twilight more nervous than ever…especially since both Changelings and foo dogs alike were zeroing in on them along with everypony else. However, before things could explode…they had yet another visitor.

Several windows suddenly shattered, causing everypony to look around. As they did, they saw specially armed policeponies jump in through the windows, land on the catwalks, and aimed their horns or magic gauntlets at the ground below. More ran in from the upper floor entrances and exits, and soon began to fill out the area until everypony was surrounded. All three groups on the ground looked up and around as they took aim.

Sam, Carl, and Twilight were stunned momentarily, before they heard one set of hooves echoing on a metal catwalk. They turned and looked up…and were just in time to see Lt. Gum Shoe, a bit bruised and dirty, move out to overlook below.

The three soon sighed in relief.

“It’s Gum Shoe!” Sam called.

“Oh Celestia…I never thought I’d be so overjoyed to see that psycho!” Carl exclaimed.

Sam immediately waved frantically. “Lieutenant, there’s a mare being brought over to the deep fryer! You have to get her down fast!”

However, Gum Shoe didn’t even seem to notice the two of them. His look was aimed on Rex, Long, and Chrysalis. He stared silently for a moment, and then made his announcement.

“If you three want to kill each other, I don’t really care…so long as I get your city storage warehouse of drugs that I worked so hard to take.”

The three had their faces fall on hearing that. However, even the other groups looked puzzled to hear Gum Shoe state that.

“…What did he just say?” Carl echoed.

“Give me the drugs and I’ll walk, Long. Otherwise…you’ll all be as full of holes as the Changeling.” He snorted.

The kirin hissed. “…Gum Shoe…I might have known. Old saying in my country. You don’t stick to someone’s ass for so many years without starting to smell like crap.”

Twilight blinked and called up. “Gum Shoe…you’re crooked?!”

“…Sorry, princess…but it seems I’ll have to take care of you too.” The lieutenant responded darkly, not looking to Twilight but answering her just the same. “Can’t have any princesses trying to lock me up for a major law violation, can I? I’ve worked for over 30 years on this thankless beat, the same as the rest of these fine officers…being shot at, spit on, run off the road, and disrespected by all of the scum in this cesspool of a city. And when my pension ended up only being 15 grand a year…that’s not nearly enough. I figured our last big ‘hit’ would also set us up rather nice in contraband as a ‘bonus’. Half of that opium will give us enough interest to pad our retirement accounts nicely…while the other half will make sure we're doped up through the next century.”

Chrysalis hissed. “I’ve just about had enough of all of you imbeciles talking down to me…so I think I’ll just outright kill most of you and save the ‘juicy’ ones for later…”

“Equestrians are foolish and weak! Kirins will die before surrendering!” Long shouted.

“That’s fine by me, motherf***er!” Rex snapped. “Me and the rest of my boys will help you out with that!”

Everyone primed themselves to fight…but all of them were still aimed at the three as well as each other. Sam, Carl, and Twilight all gulped and looked around. If that wasn’t enough, Dawn was nearly to the rim of the deep fryer. The three leaned in closer and whispered.

“Where’s some Windegos when you need them…”

“Princess, you have to break the chain holding Dawn!”

“I can’t!” Twilight responded. “The moment I fire off a blast of magic, this whole place is going to light up like the night of the Grand Galloping Gala when everyone attacks! We still need to get ourselves behind cover!”

“I’ve got it!” Carl whispered. “Once I do this…free Dawn and then run for cover.”

Sam immediately whimpered. “Please, Carl…not another plan-”

It was too late. Suddenly, Carl leapt on top of the covered, frozen Celestia and pointed off in the distance.

“Everypony, look! A distraction!”

Immediately, everypony snapped on all sides to it. Twilight and Sam were stunned only for a moment, before Twilight snapped her horn up and fired off a pinkish beam from it, shooting with dead-aim straight for the chain suspending Dawn. It connected and immediately severed, instantly breaking her free and sending her falling to the ground. She cried out into the gag for a moment before reaching the edge of the deep fryer…and just scraped it. She fell the rest of the way…but luckily Sam was moving. He shot in her path and intercepted her on his back the moment he did so. Instantly, he snapped around and began to run back to the others.

As for Twilight and Carl, they too snapped around and began to push the frozen Celestia for cover. They had actually gotten out of the middle, before everypony else froze…then suddenly sweatdropped as they looked down and at each other and what they had just done. That was moments before they all exploded in rage.

“KILL THEM ALL!” Chrysalis bellowed.

“Suǒyǒu sǐwáng!” Long roared.

Everypony else gave war cries…before the entire warehouse erupted. Magic blasts flew everywhere. Changelings and foo dogs alike rushed at kirins, who snapped their own heads out like whips to send them flying. An explosive magic blast destroyed one catwalk while Changelings swarmed over policeponies on another to send them falling to their deaths to the tune of “Wilheim Screams”. A foo dog smashed open a steam vent and scalded his opposition with it, while another seized a Changeling in a backwards headlock and jabbed him repeatedly with a switchblade. Two officers tackled a kirin while one foo dog suddenly had his eyes flash green before seizing the neck of his “companion” and snapping it.

All the while, Carl and Twilight just managed to push Celestia behind one of the larger deep fryers, while Sam brought Dawn back and quickly carried her farther out of the way, before he immediately set her down and began to undo her gag. A Changeling suddenly flew in at the side of Twilight and Carl as they pushed, and Carl snapped to it in alarm. Twilight also noticed it, and quickly pointed her horn at it. “Avada kedavra!”

A blast of green energy later, and the Changeling went rigid before falling down dead.

Carl went wide-eyed and blinked a moment. “Did you just…?”

“Focus, Carl! Get Celestia behind cover!”

The green stallion hesitated, but then shook his head and, with a mighty shove, pushed Celestia behind and into cover…just as a policepony on fire, screaming in agony, staggered past to the tune of more sounds of bludgeonings and magic blasts. As soon as they were back, Twilight took her post with her horn aimed out defensively.


As for Sam, he finally managed to remove the gag. “Dawn! Are you alright?”

The mare was quivering all over. “…Sam…what is going on here?!” She exclaimed in shock. “What are you doing here with these ponies?! With the princess?! What have you been up to?!”

Sam swallowed as he began to chew through her ropes. “Er…it’s, um, complicated, Dawn…”

She gave him a glare. “Sam, I’ve been held hostage by Pacesian kirins for the past 24 hours who are way too fond of electric eels because I came here looking for you and what this was all about! You lied to me about that business trip and you nearly got me turned into the world’s largest tater tot because of it! You owe me an honest explanation!”

The blue stallion gulped. “Dawn…this really isn’t the best time…”

She only grew indignant. “Sam…either tell me what you were really up to right now or I’m calling the wedding off! I need to know if my dad was right to suspect you!”

Sam gaped in shock in response. “What?! You’re honestly going to tell me that after all we’ve been through? After all I’ve done for you? After how much I thought we trusted each other?!”

“You’re damn right!” She snapped back. “Because if you really believed that, you would have told me the truth before you went to do…whatever you got yourself and me involved in!”

“It’s nothing like that!”

“Then tell me what it is, Sam! Right now! Because we may not get out of this alive!”

Sam hesitated. He trembled all over, moistening his lips. Finally, he inhaled deeply, and then began to talk.

“Fine! It started that day I met your dad! The truth is the reason I got to your house early was…”


The situation continued to escalate in the factory. Both sides were “pulling out all the stops”. One foo dog charged through in a black trench coat and shades with dual magic gauntlets, blasting everything in sight. He did so with a stony expression before a kirin in a yellow jumpsuit with black stripes and a samurai sword dashed by and sliced him in half with one cut. She proceeded to go further and slice up several more opponents, spraying a bloodbath everywhere, before a trident abruptly shot through the air, pierced her in the back, and dropped her. The source was a pony who looked like a TV weatherman in glasses…who burst into green light before forming a Changeling, and snickered and flew off to cause more devilry.

As Lt. Gum Shoe and Rex got into a violent struggled and tumbled past the hiding place, another group of foo dogs near a line of vegetables on a conveyor being processed froze, and suddenly turned to face it. On spotting the princess, and Carl nearby, they immediately began to advance.

Twilight went wide-eyed only a moment, before her gaze narrowed and she aimed her horn again. “Bibidi-Bobidi-Boo!”

A shot of light streaked out and impacted a passing pumpkin on the conveyor right next to the foo dogs. Immediately, they froze and looked to it…just before it enlarged and put out vines that turned it into an elegant coach. The foo dogs blinked for a moment, clearly surprised and impressed at this…before the pumpkin’s “door” opened, revealing a cavernous, tooth-lined mouth, and it began to seize them with its “vine” wheels and devour them one after another.

After that, Twilight was beginning to pant and sweat. “I can’t keep shooting them forever! I’m going to run out!”

“Alright, here’s the plan…” Carl stated. “We hang low until they all kill each other…then we just walk out the front door!”

Suddenly, a rifle shot nearly took off the edge of one of Carl’s ears, making him duck in fright. As for Twilight, she looked to him with a frown.

“…Yeah, except the only thing they all have in common is they want all of us dead.” She stated. “We either need to get Celestia up, alert the Canterlot Royal Guard, or get out of here!”

Carl looked around a bit, swallowing. However, he didn’t look far before his eyes widened a bit, and he looked to Twilight and pointed. “Look! Over there! On the far wall! There’s a fire alarm! I pull that and this place will be swimming with firefighting pegasi and clean cops!”

Twilight looked over to it uneasily. “I don’t know…that’s pretty far…”

“Don’t worry…I always won at dodgeball!” Carl answered before springing up, looking around twice, and then taking off for it.

The purple alicorn could only grimace for a moment, before looking out and seeing more incoming. Immediately, her horn flashed. “Accio Bass Cannon!”

A moment later, a large woofer burst through the ceiling, landed in front of Twilight, and was immediately used to fire a massive beam to blow away a team of charging crooked cops.


“…And so we had to break the highway in order to make it here on time, and then we tried to pit the foo dogs and Chrysalis’ group against each other, but…well…” Sam let out a sigh as he bit through the last rope, freeing Dawn. After doing so, though, he kept his head hung low. “You saw how that ended up.”

Dawn, naturally, was rather wide eyed at all of this. “…That’s what you’ve been up to? Sam, you could have gotten yourself thrown in prison or killed at least a dozen times in the past three days!”

He swallowed and rubbed the back of his neck nervously in response.

“And for what? To pay for some stupid wedding? Sam, if all you could honestly have afforded was a 24 hour chapel in Las Pegasus, I would have taken it! We could have always had a proper ceremony later!”

Sam let out a groan. “…I just wanted to prove that I wasn’t the failure your dad always makes me out to be…that I could give you what you deserved…”

Dawn sighed. “Sam…my dad is crazy! I love him, but he’s a jerk! He’s been over-protective ever since I was a foal! He once punched out an ice cream pony because he called me a little sweetheart and broke a hoof of a colt in second grade who gave me a note for Hearts and Hooves Day! He tried to chase off all my old boyfriends and replace them with ponies he knew! And you know what? All of them were military, dirty, sex-crazed idiots! None of them are half as smart and sensitive as you! And not one of them ever listened to me whenever I talked to them! That’s what a mare wants…a stallion who listens to them!”

Sam blinked on hearing this, looking up a bit, having never realized that before. “…Really?”

“Of course!” Dawn responded, actually smiling a bit here. “And I’m sick of my dad telling me what I can and can’t do when I’m an adult! If he doesn’t approve of me marrying you…then I don’t really care! I’ll be the first to tell him he’s not invited! And frankly…it’s his loss!”

Sam hesitated a bit more, but slowly began to light up more and more. Gradually, a smile appeared on his face as well, and Dawn’s grew a bit bigger. At last, they both leaned forward and put their hooves around each other before nuzzling. After holding for a few moments, they parted again and looked at each other.

“I’m a lucky stallion.” Sam stated.

“And I…got something very valuable in exchange for having to deal with a certain pony’s crazy behavior and choices in friends.” Dawn snickered in response.

Sam snickered as well, and then looked up. “Anyway…this isn’t the place for this…let’s get out of here while we can…” After a moment, he looked to Twilight, and then turned to confusion on seeing she was there alone.

“Uh…princess? What happened to Carl?”

“He’s making a run for the fire alarms!” She shouted back. “If he pulls them, the fire department and real police will come running!”

Sam went wide-eyed. “What?! Is he insane?!”

“Relax! He told me that he always won at dodgeball!”

“Because he used me as a living shield!”

Twilight froze as well on hearing that, going wide eyed herself. “Oh boy…”


Carl, meanwhile, was nearly to alarm. As he darted forward, he suddenly halted, and quickly hid himself behind some machinery. A moment later, a foo dog with three Changelings all trying to suck out his emotions at once and clinging to him like rabid monkeys, staggered by yelling and screaming. Once he was gone, Carl popped out and ran forward again, closing in a bit more. However, he spotted something else and quickly hid again…just as a Changeling popped out on one side and a torn-up corrupt cop who managed to get ahold of a fire hose popped out of the other. The Changeling went wide-eyed as the cop aimed the hose at him, and then let out a torrential blast that made him vanish in the stream of water for a moment. The cop cut it off a moment later, revealing the Changeling groggy, stunned, and on the ground…before it twitched and spasmed and let two small black balls erupt out of its back and into the air…where they rapidly enlarged and grew into two new full-sized Changelings.

The cop groaned. “…You got to be kidding me! You things multiply with water?”

The only response was the three Changelings tackling him. With the way now clear again, Carl popped out and quickly ran up to the fire alarm. On reaching it, he paused only a moment to ready his hoof to smash forward, and then drove it up and crushed it into and through the glass, mashing the button on the other side that immediately set off an alarm. After that was done, he pumped his hoof in joy.

“Yes!”

However, that was before he saw a glowing coil of rope begin to slide around him.

“…That ain’t good…” He muttered…before it immediately swept around him several times and drew itself taut, actually making him gag a bit before it restrained him fully. That done, the rope spun him around once…to bring him face-to-face with the source.

A sore, beaten-up, and furious Nek Tuu Long glared at him.

“Thanks to you, Equestrian idiot, I’ve lost everything. My men, my associates, my profession…but, as they say in Equestria, if I’m going to go down…I’m taking you with me.”

Immediately, the kirin began to stomp to one side, dragging Carl along with him using the power of his magic yanking the rope, actually crushing more air out of Carl’s lungs as he did so. Soon, he reached a service ladder, and, after pausing a moment to kill a random Changeling nearby with a blast of magic, he began to climb it, dragging Carl up with him.

“I want to get a bit ‘higher’ for this…make sure your dim-witted friend sees this so I can deal with him as well…”


Naturally, in spite of the chaos that was taking place, Sam, Twilight, and Dawn were still close enough and with enough of a view to look over and see what had just happened. Sam’s own jaw dropped as he saw Long begin to take Carl up.

“Carl!”

“What is he trying to do with him?” Twilight asked aloud.

Sam looked at him for a moment, then looked up a bit. He saw the ladder went rather high into the air, before going to a catwalk, before going across near the ceiling of the factory, before reaching…

“The deep fryer!” Sam exclaimed. “He’s going to throw him inside!”

Another stray magic blast suddenly went out and nearly blasted Dawn, making her yelp and duck for cover again. Twilight immediately snapped around, seeing one of the kirins taking aim at the three with his horn. Immediately, she pointed her own at him.

“Klaatu Barata Niktu!”

A death beam erupted from her horn and blasted a hole through the center of the kirin’s chest large enough to fit a basketball through. The Pacesian only had a moment to look stunned, before his gaze slowly looked to his chest, he looked up again, and cursed once in his native language before falling down dead.

Twilight, on her part, was panting heavily. Her eyelids began to droop. “I’ve only got a few more spells in me…”

Sam, on his part, looked to where Carl went, before swallowing and beginning to get up. When that happened, Dawn reached out and grabbed one of his hooves, causing him to look back.

“Sam, don’t go! Stay here! The siren is going off! The police will be here any moment-”

“It might be too late by then! He’s going to kill him right now!”

Dawn didn’t change much. “Sam-”

“Dawn.” He cut off, more firmly. “Look…I know you never liked Carl, but he’s my friend and if it wasn’t for him, I wouldn’t have been here right now. It’s like you said…your dad may be a d*ck and a jerk, but you still love him, right? Well…for all the crap Carl rambles about and gets into, he’s still my friend, and that means I can’t leave him hanging.”

The mare hesitated on hearing this, seeing a change come over Sam that she hadn’t seen before. As much as she liked him, she knew he normally let other ponies order him around. Now, however, he was looking strong and steadfast, as well as unshakable. On seeing that, she realized she wasn’t going to change him. Instead, she exhaled…and gave a nod. “Ok, Sam. But…don’t you dare get yourself killed.”

“Dawn.”

The mare suddenly turned, finding herself looking at Twilight. She had an earnestness about her. “What’s your special talent?”

She hesitated for a moment, not expecting the question, but then shrugged. “Well, I’m an RN.”

“So you know how to treat extreme cases of frostbite and hypothermia?”

Dawn was even more confused, but gave an uncertain nod. “Yes…”

Immediately, Twilight moved over to the cookie covering and tore up enough of it to reveal Celesita’s-still-mostly-encased-in-ice face, although it was melting rapidly by now. Dawn actually gasped in shock.

“Is…is that…?!”

“I need you to revive Princess Celestia in, say…” She looked around to see how the fight was progressing. “…Five minutes, tops.”

Dawn blinked in fear. She looked around, seeing all of the chaos, blood, and carnage happening all around her. Paling, she swallowed and shook her head. “No…no way! This isn’t an ICU or even an ER…this is a war zone!”

“You have to!” Twilight insisted. “You’re the only one here with enough medical experience to do it!”

“But…I don’t have any equipment and…and I’m…” She winced as another bullet went by. Finally, she swallowed and shouted. “I’m scared, ok?! I’ve never been more terrified in my life! I’ve already been threatened for an entire day to be killed by these ponies while I was blindfolded and tied to a chair!”

Twilight, however, stayed calm, and inhaled slowly before speaking smoothly and calmly.

“Dawn…it’s perfectly natural to be scared at a time like this. And no one can blame you for that. True courage isn’t about not being scared…it’s about being scared but knowing that you have to do something anyway, either for yourself or for somepony else. Sam has put his life on the line time and time again since I met him to try and save you. He’s been scared, hopeless, beaten, and bruised again and again during that time…but he never gave up because he knew somewhere you were sitting blindfolded, tied to a chair, scared out of your mind…yet also knowing that Sam was out there and he wasn’t going to let you down.”

Dawn’s fear slowly began to diminish as she heard Twilight speak. Slowly, her trembling ceased, and she leaned up more.

“Right now, there’s ponies that need you, Dawn. Sam needs you right now to help out here. In spite of how scared you are, can your love for Sam and your desire to help somepony else be stronger than your fear?”

The gold mare hesitated a bit longer. She looked to the ground and thought about what Twilight was telling her. She bit her lip uncertainly. Finally, she closed her eyes…and after a moment held them open with more determination. Immediately after, she got up and moved over to Celestia’s side, before getting to work uncovering her to see what she could do.

Sam looked to her for a moment, then back to Twilight. “…Thanks.”

The purple alicorn’s soft look instantly turned harder. “…You owe me big time for that inspirational speech, by the way. I was writing it for the next time Fluttershy had a panic attack.” She stated back to Sam, quiet enough to where Dawn couldn’t hear. “Now, as for Carl…I’ve got an idea…”


As the fight raged on, two foo dogs faced off against a kirin, both of them wielding crude clubs. However, they merely grunted and strained as they hopped up and down, struggling to swing for the kirin’s head but not coming anywhere close enough to hit it. As for the kirin, he kicked out without warning to one and blasted another one with his magic.

On another kirin, however, Changelings buzzed around the head like a swarm of flies, and he hissed as he swatted at them…doing absolutely nothing as his hooves didn’t even reach halfway to his chin, let alone the rest of his face. Growling in anger, he finally began to shoot them down with spells.

Meanwhile, another foo dog seized a crooked cop, gave a yell as he hoisted him over his head, and then tossed him. The policepony flailed and shouted as he flew through the air…before smashing right into the elongated neck of the kirin with the two foo dogs. He bounced off and fell to the floor…but as for the kirin, he immediately went rigid, letting out a harsh gagging sound. Grasping for his neck, he bent over and faltered to his knees, letting his head droop.

The foo dogs both blinked for a moment in surprise, before one of them suddenly snapped around and yelled. “Guys! Their throat! It’s their weakness! Punch them in the neck!”

Everyone, not just their “side”, heard that, and snapped to their opponents. Immediately, a pipe went out and clubbed another in the throat while a Changeling rammed another, and soon the kirin side began to collapse. Of course, that was only after they had dealt with most of others.

As this took place, the fight between Gum Shoe and Rex had somehow gotten on a conveyor, feeding right into a large machine that was processing the raw dough to make fortune cookies. However, the “dough-slicing” input mechanism resembled more of a cavernous mouth full of razor-sharp teeth. Both were still struggling as they came closer and closer to it.

Finally, however, Gum Shoe pushed down on his face and pried his jaw to one side, allowing him to roll on top of him and get the advantage. He grinned triumphantly.

“You aren’t cheating me out of my retirement, you Pacesian piece of sh’t! When you get to whatever Hell you end up in, you tell your older brother I always thought he was a jackass!”

“That does it!”

Gum Shoe, hearing this outburst, looked to the side…just in time to see a very irate donkey run up the conveyor belt, snap around, and give him a sharp kick in the jaw of such power that he was knocked clean off of Rex and flung into the waiting “jaws” of the machine. He barely had time to start shouting before a sound like a chainsaw into a roast went out, and flecks of red splashed up. Rex immediately shot up, looking surprised, before turning to the donkey, who fumed a moment before leaping off the conveyor.

“Only so much crap a donkey can take…”

As for Rex, he quickly rolled to one side to get off as well before he could get slipped into the machine.


Sam, panting, nervous, and swallowing, with Changelings and stray shots still shooting around, although having markedly decreased by now, finished climbing the same utility ladder that Long and Carl had gone up. He looked around, gulped again at the height, but then nervously stepped out onto the metal catwalk. After doing so, he began to tentatively walk forward along it.

“Carl!”

He heard nothing and saw nothing. Ahead of him, steam arose from the fryers and other machines, and various vats and large cooking devices could be seen inside from up here. But other than that, there was only the network of catwalks.

Swallowing a bit, Sam began to venture forward, quickly making for the vat that contained the master deep fryer. As he ran along, he winced at certain blasts of steam, ducked under and around loose pipes and conveyors, and continued to move on until the huge fryer came into view. He gulped a bit as he began to pass it, seeing the boiling oil below, and then looked forward again.

“Far enough, Equestrian.”

Instantly, the blue stallion froze as he heard the voice of Long in the distance. He looked forward, and saw a blast of wind move some of the steam out of the way, revealing a panicked-looking, tied-up Carl perched over the railing, with Long having one hand on him and ready to shove him inside. He glared hatefully at Sam, but managed to smile at the same time.

“Glad you were able to make it. I was hoping you would see this.” He hissed. “Now I get to kill you both, one after another, and you get the joy of watching your friend die first in the Pacesian Hell of Southern Fried.”

Carl continued to look nervous, but then blinked and looked to Long. “…Isn’t this just a really, really huge deep fryer?”

“It’s also the Hell of Southern Fried. Hells in Pacesian culture aren’t like ‘real hells’, just figures of expression for terrible tortures that kill you.” His head snapped down and smacked Carl’s painfully, making him wince. “Now shut up! I only wish I had time to coat you with Panko first…”

“Wait, stop! Please!” Sam shouted, holding out a hoof. “Let him go! I’m the one you want!”

“Dude, don’t be crazy!” Carl shouted back, able to do so in spite of sounding extremely fearful. “This was all my fault, remember? I’m the one who made us stop at that Speedy’s! If I hadn’t, none of this would have ever happened! We could have gotten the money, had your wedding, and things never would have gotten as far as this bloodbath!”

“No, Carl!” Sam immediately retorted, actually making his friend pause and blink. “This is my fault! It always was all my fault! I let that pencil-pushing d*ck just take my promotion from me and then I let Stonewall treat me as if I was nothing because I wasn’t one of his equicidal army buddies! All you tried to do was help me! And even when I thought something would go wrong, I didn’t say anything about it! I just went along with it…because I always just let other ponies decide things for me! Because I never want to go for anything!

“Not this time! I’m not letting you make that decision! I’m not going to lose my best friend in Equestria because I never have the guts to stand up for myself! Well I’m going to do it now!”

Immediately, he tightened up and glared at Long. “The whole reason you lost your money was because of me! And the reason your boys tried to scam you out of it was because I’m the one who made the deal with them! All Carl is guilty of is trying to think up ways to get you your cash back for two days! So if you want to kill anypony, then kill me! But I warn you…I am through just taking the crap of ponies like you who treat me like some meaningless stallion in the background of life to just push around! So if you want a fight, I’ll give you-”

Sam was cut off as Long, sighing with a bored tone and rolling his eyes, had his horn glow before telekinetically picking Sam up and throwing him over the edge. Sam’s speech cut off and his eyes widened in shock for a moment…before he landed with a loud “plop” right in the deep frying oil and vanished into the depths. A cloud of oily bubbles arose in his wake.

Carl’s green color nearly failed as his heart seemed to stop. The breath caught in his throat as he looked into the oil, seeing nothing other than boiling. His lip began to quiver, and it spread to the rest of his body. Just like that…his best friend…the one pony who would always sit down with him and a plate of cookies and listen to all of his ramblings…was gone.

“S…S…Sam…” He was barely able to exhale. Tears slowly began to fill his eyes as the realization came over him…

But before it could go any further, one of Long’s hooves suddenly seized Carl by the shoulder, and with a quick snap pulled him away from the railing. The green stallion, looking up more out of apoplectic shock than anything, found himself staring at Long’s face. But before it could give way to rage or anything else, the free hoof of Long went up, grabbed his face…touching an unseen zipper…and then yanked it down…causing either sides of Long’s “head” to fall away and reveal…

Carl blinked in shock. “…Sam?”

Sure enough, the blue stallion was on the other side, smiling as he quickly began to undo the rest of the “Long” suit. “I’m alright, Carl! See?”

Carl didn’t change. He looked over the edge again, seeing the oil boiling still where “Sam” had landed, and then looked back up to Sam as he continued to remove “Long” as if he was a costume.

“But…how…what…he…?” He shook his head. “If you’re here, Sam…who the hell just went into the deep fryer?”

“Nek Tuu Long.” Sam calmly explained as he pulled his hooves out of the “legs”. “The princess cast an illusion spell on me before I came up here. He was throwing himself into the deep fryer the whole time!”

Sam continued to grin as he pulled the last of himself out and kicked the costume away. Carl, however, looked like he just had a stroke, before quivering a bit…and exploding.

“That doesn’t make any sense at all, Sam! That’s like the most ridiculous, inexplicable thing that’s ever happened to us in our accumulated 50 plus years of living in Equestria! How did…?! Where did…?! When…?! He was…!” Carl was so confused he couldn’t even find where to begin.

Sam merely motioned onward. “Come on, dude! We aren’t out of this yet! We’ve still got to get out of this warehouse with Dawn and the princesses!”

He immediately took off back down the catwalk. Carl stared hopelessly at him for a moment, then whined as he began to follow.

“This makes even less sense than how the Powerpuff Girls killed that zombie magician…”


Down below, things were getting both better and worse. The “open fighting” was almost done. Whoever was still alive on any side was moving into the shadows and relying more on “stealth” tactics to try and finish off the remainder. There were still a few fights going on that were visible, but it wasn’t going to last much longer. In addition, it looked as if the kirins had almost been eliminated. Because of that, it seemed as if the foo dogs and crooked cops that were still standing were pulling out. That meant the Changelings were starting to get the advantage…

Twilight was still near Dawn and Celestia, with Dawn still treating Celestia. By now, she had removed most of the ice by placing her closer to one of the warmer boilers, and was struggling to actually revive her at this point. Twilight, however, was clearly on her last legs. One of the last kirins suddenly snaked his head around, and spotted her. He nearly attacked, but the alicorn was faster.

“Azrath Metrion Zinthos!”

Immediately, Twilight ignited in a black aura before a magically-generated raven erupted from her and began to peck at the eyes of the kirin, causing him to cry out and run out into the open…where a swarm of Changelings landed on him and went to town. However, Twilight nearly collapsed, panting hard.

“That’s it… I’ve got nothing left…”

Even as she said this, however, a sound of hooves running up behind her became audible. She weakly turned, as did Dawn, and they saw Sam and Carl running up to them.

“Sam! You’re alright!” The mare immediately exclaimed. “And you got Carl back!”

Sam panted a bit from his run and then nodded. “What’s the situation?”

“I’m dry…” Twilight groaned. “Right now, I’m feeling too weak to even try and fly…”

“The police will be here at any moment…” Carl stated. “They have to be…”

Twilight shook her head. “I’m not sure we can last that long. They’re starting to sneak around looking for groups like ours to finish off…” She swallowed, and then looked to Dawn and Celestia. Afterward, she looked back to the others.

“I don’t know if Dawn will be able to revive Celestia in time…so there’s only one thing left to do. The three of us have to create a diversion to lead everypony away from here and after us.”

Carl groaned uneasily. Sam looked rather afraid as well, but seeing as this was Dawn as well as their goddess involved, he finally gave a nod. “Alright.”

The green stallion held a bit longer, but then nodded as well. “I guess we got no choice…”

Twilight managed to force herself to stand. “Alright everypony…at the count of three we run for the doors. That way, if the police arrive, they’ll be right there to save us…I hope.”

Sam and Carl both gulped and readied themselves to go. Twilight exhaled again, and then counted.

“One…two…three!”

Immediately, the three ponies were off like the crack of a whip and charging out into the open. A few shots went out after them, but only one or two. Shooting, after all, gave away positions to others in the room, and soon the shooters were being ambushed. Another fight or two went out along the way, but nothing tried to stop the trio as they went right back the way they came, straight for the front.

However, they only made it to the first turn and snapped around, before all of them let out squeals with their hooves as they froze.

“No way!” Sam gasped in terror.

“How could he have survived that?!” Carl shouted. “What the Hell is he made of?!”

Standing right in the middle of the corridor, bloody, bruised, and wounded with burns and stabs in multiple places, yet nevertheless still standing and formidable…was Atlas. His red and yellow eyes were still burning, and he limped slightly as he came forward, but other than that he looked still more than capable of killing. In fact, for the first time, he actually looked enraged as he glared at the three. Even Twilight didn’t seem to be spared his wrath. He continued to advance even as the two shouted out, but they couldn’t run for it. Even if they could go back the way they came, Atlas seemed to pin them under a paralyzing gaze.

“Never before…have I had so much trouble…finding and eliminating two fugitives…” Atlas snorted like the voice of doom. “For the first time ever…I will feel tremendous satisfaction…killing my victims… And since the new princess has gone insane helping them…I’ll just have to put her out of her misery too…”

Sam and Carl swallowed and shrank back. After a moment, Sam looked to Twilight.

“Er…you sure your dry?”

“Positive…unfortunately…”

“Sam, me and Twilight have been coming up with most of the solutions today… Maybe you should think of one to even things out?”

“Like what? Get stuck between his teeth?”

Yet as Atlas continued to advance…a green shape suddenly sank down to the ground behind him. Immediately, Atlas froze, and then turned around and looked behind him. He moved slightly to the side when he did, allowing the others to see as well. It wasn’t a very welcome sight, however.

Chrysalis glared at the Augean Pony. “I’m afraid I can’t let you do that. I still need to avenge myself on all three of them. I would stand side now.”

Atlas glared a moment, before fully turning to face Chrysalis. He raised himself up, put his hooves together and began to crack them, and twisted his neck.

“I’ve waited years for this. The ‘Scourge of Canterlot’…the deadliest threat it ever faced. The one who took down Princess Celestia herself. The Queen of the Changelings. I hoped and prayed for a worthy challenge, something that could actually make me feel ‘alive’ again after years of killing weaklings and fools. Now I finally have my chance. Come, Changeling Queen…let us join the dance of-”

Atlas was cut off by now. Chrysalis, who was looking progressively more and more bored, suddenly launched forward, slammed Atlas to the ground, pinned him under her hooves, and then opened her mouth wide and began to inhale with a sound like the cold, empty vacuum of death itself. Instantly, Atlas’ entire body formed glowing mist before it began to rapidly be drawn inside Chrysalis’ body. He struggled only a moment before going limp…and then his body rapidly eroded. The muscles shrank. The skin constricted. The face hollowed out. The noise he made turned into a silent rasp, and then nothing.

Finally, it was done, and Chrysalis, wings snapping once, began to rise from the remains of Atlas…nothing more than a desiccated set of mummified pony remains now. As she came to full height, she stomped on his dried out skull…turning it into dust, and glared at Sam, Carl, and Twilight.

“I…didn’t know she could do that…” Sam murmured.

“Yeah…the only reason she didn’t do that to my brother right away is she wanted him to keep producing love for her to feed on…” Twilight muttered, looking fearful as well.

Chrysalis produced a long tongue to lick her lips before glaring hatefully at the three of them and advancing. As she did, the air filled with the sounds of more Changelings…as they began to surround them like a swarm. It seemed clear now they had been the “victors”, with only a dent made in their overall numbers. The three tried to back up further, but were soon halted as Changelings moved in behind them.

“Alright…here’s how this is going work…” Chrysalis sneered. She looked to Carl. “First, I’m going to devour every last emotion you have in that body of yours and leave you a brainless, mindless, heartless, soulless, dried-out husk of a pony…” She paused. “…And then I’m going to kill you. Then…” She snapped to Sam, who gulped. “I’m going to leave you a soulless, dried-out husk of a pony and then I’m going to kill you.” Finally, she glared at Twilight with murder in her eyes.

“And then…I am going to put you in such agonizing, inconceivable, hellish, ungodly, Lovecraftian, Jigsaw-eseque levels of pain for ruining my plans twice now that it is NOT. EVEN. FUNNY…” Another pause. “…before I leave you a soulless, dried-out husk of a pony and then I’m going to kill you.”

The three trembled for a moment as Chrysalis’ shadow began to fall over them, when suddenly Carl looked up in confusion.

“Wait…did she say ‘twice’? I thought she only tried to conquer Equestria once?”

Twilight looked to him. “This fanfic is treating the comic universe as canon.”

“Ah.”

Carl looked away…before looking more confused and snapping back.

“…What do you mean ‘comic’? Or ‘fanfic’, for that matter?”

Twilight’s only response was to roll her eyes and sigh, before she reached behind her, pulled out a pair of sunglasses, put them over her own eyes…and then had the tip of her horn let out a blinding flash. Both Sam and Carl recoiled on seeing that, letting out exclamations of pain while Twilight removed the sunglasses and put them away. Sam and Carl shook their heads…and still found a murderous-looking Chrysalis glaring at them.

Both swallowed, but Sam tried to talk. There was little else he could do, after all. “Um…Ms….er…Queen Chrysalis, ma’am? You…you don’t really have to do all that…”

“Yeah!” Carl interjected. “Can’t you, like, just turn us into Changelings instead?”

Sam gave him an angry glare. “…Dude, I don’t want that either.”

However, on hearing this, Chrysalis suddenly froze. Soon, she let out a massive groan as she facehooved.

“For the love of… You buy into that rumor about how ponies I put in green cocoons slowly turn into Changelings too, don’t you? What do you think this is…some Ridley Scott science fiction film?!”

Both Sam and Carl looked at her a moment, before the latter gave a shrug. “Well, if you don’t…then why-”

“I do it to keep victims in one spot long enough to eat them! Isn’t that obvious?!”

Carl still looked puzzled. “Then how do you reproduce? Other than that water thing I saw earlier, of course.”

Twilight abruptly calmed down and looked to Carl in response. “She’s a Changeling. She lays eggs like other insects.”

Sam listened in on this, and then looked Chrysalis over. He soon formed a puzzled expression. “I…don’t really see any…you know…”

Twilight soon raised her head and went into “book mode”. “Not at this time of year. Ever spring, sometime around mid-April, she’ll develop an ovipositor and a swollen abdomen before laying approximately 3,000 eggs in the span of two weeks, before she reabsorbs it and shifts to tending the first clutch of young until they can develop into workers. That’s done close to the end of May.”

Carl gave a realizing nod. “Oh…” He paused, then suddenly lit up. “Oh! So it’s not like a Ridley Scott movie…it’s more like a James Camer-”

Chrysalis’ hooves suddenly stomped down with sufficient force to fracture the floor, causing Sam, Carl, and Twilight to snap back to her in terror.

“Shut up…just…SHUT UP! ALL OF YOU! NOW!”

The three stared silently back for a moment, realizing this was it. Even as they did, Chrysalis’ gaze shifted to her first victim…Carl. Her teeth seemed to extend. “Maybe death will finally stop your incessant blathering…”

Carl gulped and recoiled a bit more. Sam almost made a move to step in front of him, but what good would that do? It would only delay Carl’s death slightly and push his own forward… They were surrounded. Even if they could somehow beat Chrysalis, the Changelings would finish the job…

Yet as Sam was thinking of this…he suddenly felt an erupt of a brilliant, warm glow behind him…like a ray of the sun. On feeling this, he immediately snapped around. So did Carl, Twilight, and the Changelings. As they looked back deeper in the factory, they saw something else coming around the corner.

Gleaming radiantly like the sun, wings fully unfurled, and finally alert and awake once again, came Princess Celestia, her tiara gleaming too brightly to look at, her white horn gleaming, and focusing a dark look on that of the Changelings. Staying behind her was Dawn, looking out a bit nervously from behind her wings.

Twilight immediately lit up for joy. “Princess Celestia is awake! We’re saved!”

Sam and Carl stared back at the alicorn goddess for a moment, then to Twilight when she made that statement…before both simply bowed their heads and shook them glumly.

Chrysalis, on her part, let out a booming laugh. “Ha! Is that supposed to scare me? After I struck her down so easily last time? Especially now that I’ve been feeding on the fear and anger of so many over the past ten minutes? True, love would be more ‘nutritious’…but this is a joke!” She grinned at Celestia. “Well, if it’s another beating you want, princess, then I’ll be happy to-”

As Chrysalis was still talking, Celestia’s eyes had been glowing progressively brighter and brighter…until, at this point, they were gleaming like rays of the sun, and emitting a burning noise. Abruptly, in a flash of power…the entire warehouse was filled with brilliant light before “ribbons” of sunlight streamed from her eyes, branched, and snaked out to tag the entire first “line” of Changelings, instantly blasting through them with such burning light that they seemed to be turned into living Jack-O-Lanterns before their insides were burned away into ash, and the beams ripped out of them, branched more, and hit the second line, before erupting through them and hitting the third line…and so on and so forth. The whole process happened instantaneously over the course of less than a second, before the beams cut off…and the burnt out remains of the Changelings collapsed to the ground, smoldering and smoking.

Chrysalis alone was left, and had gone rather wide-eyed. She nearly stammered. “How…how did you…UGH!”

Chrysalis was cut off again…and Sam, Carl, and Twilight all leapt back in shock due to Celestia suddenly being right in front of the Changeling queen…her horn, still glowing like the sun, lodged through the Changeling’s chest and erupting out of her back. Chrysalis could only stammer and gape for a moment, before Celestia, look still grim, withdrew her horn. Instantly, she collapsed.

Chrysalis’ green blood was instantly evaporated off of the horn, and as Celestia calmly rose, she folded her wings and killed the glow, before looking around to Sam, Carl, and Twilight. “…Are you alright, my little ponies?”

Sam and Carl had been reduced to sculptures frozen in open-mouthed shock. Twilight was far more casual and smiled back. “You saved us just in the nick of time, princess. But…” She looked a bit concerned. “Did you have to kill all of them?”

Celestia shook her head sadly. “Changeling drones are like bees…unable to survive apart from the will of their queen. Imprisoning them would have been a slow death sentence. As for Chrysalis…not to worry. My horn is as accurate as a surgeon’s scalpel. I didn’t hit anything vital. She still needs to answer for her crimes in a proper tribunal.” She looked up to Sam and Carl afterward. She soon blinked.

“…Are you two feeling alright?”

Sam and Carl remained frozen for a moment longer. Finally, they began to blink, and movement slowly returned to them. Finally, Carl was the one who bellowed.

“What the flying f*** was that we just saw?!”

Sam shook his head. “Er…what my friend meant to say, your worship…I mean, your goddessness…er…your highness, was: ‘What the flying f*** was that we just saw, madame?’”

Celestia looked a bit puzzled. “…Are you two surprised that I was able to defeat them so simply?” She only looked more confused. “Well, that’s only natural. They weren’t exactly ‘dangerous’ opponents to an alicorn who can move the sun.”

That only stunned Sam and Carl more.

“But…she beat you with one move before…”

Celestia sighed. “If you’re referring to the ‘Canterlot Wedding’ incident, I not only had contracted food poisoning at the rehearsal dinner the night before, but Luna had drank too much and I spent most of the night first making sure she made it home, then staying up to make sure she didn’t stop breathing after I put her to bed…which is why she barely made it in time for the reception and missed the ceremony entirely. She was far too hung over. So, naturally, I wasn’t quite ‘at my best’ for that fight. Frankly, I barely even knew the ceremony was going on and had to struggle just to make coherent sentences…”

Sam and Carl blinked.

“…Did you think I was simply ‘past my prime’ or unable?” Celestia asked.

“Didn’t…didn’t you not help at all with the Crystal Kingdom?”

The alicorn goddess sighed. “As I told Twilight, Luna and I had other things to attend to…namely stopping a Balrog that a group of diamond dogs had inadvertently unearthed while digging too greedily and too deep for gems from leveling South Equestria. I can’t be everywhere.”

The two were silent a moment.

“…What about with Nightmare Moon?”

Celestia frowned slightly. “Well, I could have handled my sister…but then I would have had to ignore the planet-devouring moon-sized malevolent entity appearing in the night sky on the opposite side of the planet, wouldn’t I? On that note…” She let out a sigh as she looked to the purple alicorn. “Twilight…as I was the individual who originally cast the spell on Luna to be sealed in the moon for 1,000 years, did you really think I had ‘stopped counting’ at one point and forgotten that she would be released soon? I was crossing the ocean when Spike’s letter reached me and I had to stopover on a snake-infested island in order to write you back. And, to be honest, I had to write a few drafts before I calmed down enough to at least be ‘polite’.” Her horn glowed, making a message pop open out of thin air in front of Twilight. “That was my ‘rough copy’.”

The princess looked it over. “Dear Twilight…get to Ponyville, befriend whoever is running the committees for that Summer Solstice thing and the excitable pink one (you’ll know her when you see her), start hiking through Everfree Forest and look for some stone globes (don’t freak out when they shatter the first time), point them at Nightmare Moon if she shows up, and lay off the letters for one day. Signed, Princess Celestia. P.S. Please only come to my office to ask questions during regularly scheduled office hours and stop brushing off your classmate with cancer when she asks you to help ‘Race for the Cure’.”

Twilight blinked a bit herself when she looked up. “That…would have saved some trouble…”

“I’ve told you a thousand times, Twilight Sparkle…I don’t teach in a ‘cookbook’ method. Part of the lesson is figuring out what to do on your own.”

“…What about that deal with the world on the other side of the mirror?” Carl finally asked.

“I had a cold.”

Both Sam and Carl paused and looked confused. “…That doesn’t seem like much of an excuse.”

Celestia’s gaze narrowed. “…Bringing an innocuous virus from our world into a completely new one with hosts who hadn’t evolved with it would most likely have caused a global pandemic that would have resulted in worldwide genocide of whoever was there.”

The ponies grimaced a bit. “Er…good point.”

The alicorn goddess sighed, even as the sounds of sirens began to drift in through the broken windows. “If that’s all your questions, let’s get out of here.”

She began to lead the way, as Dawn finally broke and ran up to Sam. He continued to blink for a moment, but then relaxed as she came up and gave him a hug. After a moment more, he shook his head a bit and returned it. Forgetting about Celestia, he smiled at her instead, focusing on how they had come through this alright.

“You did it, Dawn…”

“Heh…considering all you’ve been through, it wasn’t much. Glad I was able to help out a bit…”

They parted a moment later, and, standing side by side and smiling now, followed after Celestia. Twilight, on her part, let out a sigh as she walked after them, looking to Carl as she did.

“Well, all’s well that ends well. Let’s clear things up with the police, Carl…and get out of here.” She grimaced as she looked forward. “I don’t think I’ll ever be able to eat Pacesian food again after this…”

Carl, on his part, blinked and continued to think over what he had just seen. Only after a long pause did he actually follow the others out, but continued to mutter and ramble to himself.


Outside the front of the building, the Canterlot Royal Guard and whatever policeponies had managed to arrive and/or weren’t needing medical attention had readily fanned out in front of the building. A few firefighting pegasi with rain clouds were there too, but they were being held back on seeing no fire, only hearing the sounds of battle that had died down by now. At the moment, most of them were taking aim at the open doors of the facility and aiming their weapons at it. However, as one of the policeponies moved to make an ultimatum…suddenly a flash of white was seen in the entrance…and, soon after, the form of the sun alicorn goddess emerging.

On seeing that, the officer exclaimed instead. “Princess Celestia!”

“It’s her!”

“She’s alright!”

Immediately, murmuring went through the crowd on all sides, both the guards, police, and firefighters. On seeing her emerging, a moment later the orders were given to lower the weapons and go at ease. As for Celestia, she continued to step out…and, soon after, the others began to exit one after another behind her.

“Everypony…it’s alright. The danger is over. There are some criminals inside who need to be detained and may need medical attention…among them the Changeling Queen Chrysalis…but other than that everything is fine.”

One of the Royal Guards pointed out. “But…princess, that’s the pony who kidnapped Princess Twilight Sparkle!” He called as he pointed out to Sam.

However, Twilight herself exited a moment later, causing more surprise. On her part, she merely smiled and quickly went up to the side of the princess.

“Sorry for worrying everypony! Here I am! Safe and sound! …More or less.”

This only caused more reactions from the police.

“Didn’t those two ponies kidnap you?”

Twilight hesitated, growing a bit nervous. “Well…kind of…but it was all a big misunderstanding and they just needed my help with something. Everything’s taken care of now.”

The police and guards alike stared a moment, still not changing.

“…If you were just helping them out, why didn’t you send a message so we could have called off the search?”

“Or not wasted the ponypower?”

“Or avoided getting into that large and painful accident on the highway?”

Twilight looked progressively more nervous as they brought these points to mind. After a bit, however, she swallowed and gave a shrug. “Er…um…I had my reasons?”

Unified frowns and grumbling resulted. A few shook their heads. Others threw down their weapons in irritation. One audibly muttered. “I put in 30 hours of overtime and nearly get my head taken off by a wagon wheel…she knew all about this the whole time and doesn’t say one word because she has ‘her reasons’…sh’t…”

Twilight looked rather uncomfortable, before Celestia leaned down and whispered in her ear.

“Now you know what it feels like. Wait until they start calling you ‘Trolllight’ behind your back.”

That only made Twilight look more uncomfortable, before Celestia raised her head up again.

“Everypony…I’m sorry for all of the trouble that was caused you, but Princess Twilight Sparkle is correct in that she was involved in a very dangerous plan in which both ponies' lives were at stake as well as the future of Equestria. And if it wasn’t for her actions, together with that of three very brave and upstanding earth ponies, I am not certain what fate would have befallen me or the rest of Equestria. On that note, I want to publicly thank…”

She turned her head slightly. “Sam Listens-to-Carl’s-Problems…”

Looking a bit flattered, the blue stallion gazed around a bit, before snickering, raising a hoof, and giving a wave before moving forward a bit more.

“Dawn Charger…”

The gold mare blushed slightly, but waved her hoof as well as she came forward.

“And last but not least, In-”

Celestia abruptly froze in surprise. The police and guards looked up to the entrance, and then reacted again and raised their weapons once more. On seeing this, Sam, Dawn, and Twilight reacted too, before turning around to see what was shocking everypony and then exclaimed as well.

As for Carl, who was walking out of the entrance, preoccupied with his thoughts, he suddenly stopped and looked up in puzzlement. “…What’s the matter?”

“Carl! Look next to you!” Twilight exclaimed.

Carl paused again, and then looked to his side…to see another Carl staring right at him. They both boredly looked away for a moment…before their eyelids shot open and they snapped to each other. Immediately, they pointed a hoof at one another.

“You must be one of those Changelings that got away!” They said at the same time. Immediately, they both frowned. “No I’m not, you are!” They sneered. “You are not doing that stupid old routine of repeating everything I say!” Pause. “Stop it!” Frown. “Cut it out!” Both growled. “Incarlsistency is a major chode! Incarlsistency wets his bed! Incarlsistency throws up when he’s kissed!” Both paused, and then looked sad and slumped back. “Well, now you’re just making me feel bad, dude…” They both said at once.

“Shoot the Changeling!” One of the police officers shouted.

“…Which one’s the Changeling?” Another officer answered.

Sam looked a moment, and then turned to Twilight. Before he could open his mouth, she shook her head. “Don’t bother. There isn’t a spell that lets you tell easily.”

Both Carls looked to Sam. “Can’t you tell it’s me, Sam?” They snapped to each other. “Stay out of this, you liar! Oh, here we go again, mimicking everything I say again! A sphincter says what! What? Exactly! Ha! Got you!” They both grinned in satisfaction and looked away from each other before saying at the same time: “Yeah, I still got it…”

Dawn turned to blue stallion. “Sam…can you tell?”

He shook his head. “No…but that’s ok. I know how.”

Suddenly, he stepped forward a bit. Not into the range of the weapons, but enough to where he stood before everypony else. Both Carls looked to him. He exhaled.

“Alright, Carls…I’m going to ask you two a few questions only the real Carl would get right. First question…what’s your favorite kind of donut?”

“Chocolate cake!” The one on the left stated immediately.

“Ha!” The other one answered. “It’s the cream-filled, chocolate covered kind!”

“What? No way! The chocolate cake ones fresh from the fryer with that cold icing on it that’s just right?”

“…Well, true…but you know how I love that flaky exterior filled with that rich cream that comes out of one side when you bite it wrong, so you got to bite it just right so it goes into your mouth.”

“Yeah…good point…but the chocolate cake is all of the flavor with none of the mess.”

“I hear you, but…the cream-filled is twice the flavor for less calories.”

“Hmm…”

Both paused, and then looked to Sam together. “Can we change our answers?”

Sam grimaced and facehooved. After a sigh, he spoke again. “Next question…when’s my birthday?”

“March 17th!”

“September 21st!”

The blue stallion groaned. “You both got it wrong! Damnit, Carl! I have your birthday written down in my planner!”

“Hey, so long as I give you money, who cares when you get it?” They both stated together.

Sam sighed again, and looked up once more. “Alright…last question, and this one will answer it for sure.” He took in a deep breath, causing everypony to look more intently at him and the two Carls. They themselves looked more intently at Sam, determined to answer the question right. Finally, he spoke.

“What is your last name?”

“I don’t have a last name!” The one on the left immediately answered.

“I don’t have a last name…” The right one added, before getting a puzzled look. “But…isn’t that kind of weird? I mean, think about our names, Sam. We’re all named after catchy nouns, more or less. I mean, none of us have particularly unusual names… So you’d think there’s got to be ponies somewhere in Equestria who have the same names as we do in most cases. Especially if there’s a couple billion of us… We kind of need last names just to keep everyone in order. I mean…you just told me the other day about how many ‘Chuck Wagons’ you’ve got living in one town alone…”

Sam, at this point, was rolling his eyes as he looked to the police. While the Carl on the right kept going, he pointed to the other Carl. “Ok, kill the one on the left.”

“…Are you sure that’s the one you don’t want to keep around?” Dawn asked after a moment.

Sam hesitated for a moment, looked back to the two Carls…held for a long time…and then gave a nod. “Positive.”

Immediately, the police officers and guards opened fire, blasting the Carl on the left full of holes and making him spasm and shift numerous times before he abruptly morphed back into an insectoid creature, who collapsed to the ground dead. The real Carl hadn’t even noticed. He was still muttering over the latest inconsistency.

As for Sam, he looked back to Dawn with a sigh. “Let’s head back to Ponyville. I think I’ve had enough of the ‘big city’ to last a lifetime…and I really need to get back to looking for work in my hometown so I can at least make the down payment on a chapel, a cake, and a nice dress.”

“Actually, Sam…”

The blue stallion turned and looked up and over to who had spoken, and soon saw Princess Celestia approaching him with a soft smile.

“I was thinking that, perhaps, since you helped me and you’re friends with my former faithful student, I could show my ‘appreciation’ for you, Carl, and Dawn a bit more strongly. If there is any request you three have, please do not hesitate to present it.”

Sam hesitated for a moment on hearing that. After a moment, however, he turned his lip and looked up to the sky.

“Well…I’m sure Dawn and Carl would like to have their own requests, but I’m pretty good on my end. Although…” He thought for a moment. “Perhaps there’s one thing…”

To be concluded...

Author's Note:

"Filthy's Club" is a knockoff of "Sam's Club", naturally, that I'm treating like an exclusive version of "Rich's Barnyard Bargains" using Filthy Rich's less-popular name.

Long said: "Death to all!" in a Chinese dialect. I'm not sure if it was Mandarin or Cantonesian.

The constant references to "Pacesian Hells" is a knock off of "Big Trouble in Little China".

Celestia's "death move" is the same as what the Ark of the Covenant does if you look at it when it's open in "Raiders of the Lost Ark".