• Published 27th Dec 2013
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Out and About in the Equestrian Kingdom - Midnightshadow

Welcome to the future. Enjoy your neocortical upgrades, and why don't you try out our ponytrait system? A new you is waiting for you to take to your hooves!

  • ...

Chapter 11

Out & About in the Equestrian Kingdom

by Midnight Shadow

Chapter 11

To my shock, space ripped open in front of me, revealing the dim interior of what looked like a rustic little shack in the ass end of nowhere. Three figures could just about be seen inside, plodding about. One of them, I realized, was Mint Julep. I didn't recognize the other two; a stallion of some sort and what appeared to be a baby dragon. I peered closer; Julep had kicked some sort of odd, huge gem towards the portal, and as it got closer, it was speeding up.

"Get down!" I shouted, diving out the way as the large, flower-like lump burst into our reality, glowing red hot. It shot skywards, and in moments was gone. It was swiftly followed by the unknown stallion, and then my errant GPS, of all creatures, cawwing up a storm.

"Woohoo I'm free! She did it! They did it! I'm…" The stallion stopped talking as suddenly as he had started, then he, too, began to glow and change. Moments later the one stallion had budded, into a stallion and a human male.

"I'm free," the man said. Then he turned to Haft, and embraced the stallion, who had started sobbing. "We're free," he added, drying his avvy's tears. "We're all free."

Like one of those trick paintings, where an old woman's face is hiding a younger one, I suddenly understood what – who – I was looking at. "Steven!" I exclaimed. This was Steven, the man Rogers had shot, and we were all standing in the middle of the cafe.

"Indeed I am, my good pony. To whom do I have the pleasure of talking?"

"I-I'm Oats, Mixed Oats. I saw you shot!"

"And I'm Velvet," said Velvet, guardedly.

"Pleased to meet you, little lady," said Steven.

"Don't you 'little lady' me," Velvet grumbled. "I could fuck you up three ways to Wednesday. And Darillo here," Velvet grinned as the hulking diamond dog growled, baring his fangs, "could fuck you up a few ways more."

"Please, peace. I'm Bronze Haft," said the stallion, "and I and my other half here, who you already know, are who your friends inside that bubble were trying to reach. They've saved us, now let us saved them."

"Save them?" I exclaimed. "But they shot you! What do you mean save them? They're not in danger. Are they?"

"It couldn't be helped. Your compatriot was just doing his duty, protecting himself. We had to protect ourselves too... and I'm very sorry to say that we had to use you to do it. We're very, very sorry about that. With your permission, we would like to copy the cypher you have in your possession. It really is frightfully important, they are in more danger than you realize."

"They're in danger? They're in Equestria! We're in this madhouse inside a lump of wild silicon, and they're the ones in danger?" shouted Velvet, stomping her hooves and swishing her tail in disbelief.

Steven nodded. "I don't expect you to believe us, but it is vital that you do. Without our help, they could end up like I did, only worse."

"Oh really. You're right, we don't believe you," said Velvet, eyes narrow and gaze accusing.

"Then maybe you'll believe me," said a new, female voice, from behind me.

"Don't tell me," I said. "Teresa." I turned, and found I was correct. At one of the tables of this little island of sanity in the ocean of madness we currently found ourselves in, sat Teresa. She stood up, and smiled.

"Yes, it really is me, at least as much of me as I left in here. No, I've not been brain-ripped. I was never in danger of that, not from Steven, or anyone like him. The most danger I was in was from your sheriff, and you know how that ended."

"Lady," huffed Velvet, "you have got a lot of explaining to do if you expect us to—"

"It was an upgrade," interrupted Teresa. "That's what this device is, a consensual upgrade. It won't do anything to you that you don't want it to. All it does is add a tiny little piece of code into your eigenwall, allowing you to communicate on a subconscious level with everyone else with the same upgrade. Consciously, too, but the subconscious was the key to the emergent intelligence we formed. The Fey found us, and they… interrupted us, at a very critical time. It was all very intentional of them."

"That's why I couldn't decrypt my personality matrix," added Steven. "I couldn't let everyone get caught. Celestia's not likely to let it go either, only she won't do us the courtesy of ever giving any of us the access codes she'll scramble our eigenwalls with."

"Maybe this will surprise you," Teresa added, chuckling, "but I was the one putting that 'brain ripper' to Steven's head. I was bringing him in to our little family. Not the other way around."

"Aye, that she was. Haft and I were… having a bit of an existential crisis. We needed something new. And we found it."

Velvet and I exchanged glances, then Velvet opened her mouth to speak. "Okay, you know what? I think I believe you. The way I see it," she said finally, reluctantly, "is that we've got more options if we listen to you." She turned to Haft and Steven. "Okay, what do we do?"

"We need a cypher from you," Steven replied. "I was in the last stages of integration, and everything was ready… and then the Fey shut us down."

"A-a cypher?" I asked, wiggling my ears. "What do you mean? You've not given us anything like that."

Bronze Haft took a few steps towards me. "Do you remember, when you first saw him?" The stallion inclined his head at Steven.

"Uh huh." I nodded, confused.

"What happened?"

"H-he – you – were shot..."

"And after that."

"I fainted?" I asked curiously.

"Yes, but do you know why?"

I shook my head, then tilted it. Julep had mentioned something to Rogers whilst I was out. "The sparkles? Julep said something about sparkles—"

"That's it." Steven cut me off, nodding and smiling. "That was our cypher. A code-sequence. A lockout for the full potential of the device. We need it! Please, give it to us!"

"We-ell I didn't see them, Julep did. And she's in there." I pointed to the portal.

Steven's face fell. He sighed. "And so is the sheriff, the only other recipient of the code."

"But hang on; first of all, I'm not sure we should give you the code. How do I know you're not going to brain-rip us if we do? And secondly," I asked, as I trotted blithely towards the portal, "why can't you just get it from them? They'll be through any—"

"Stop!" shouted Steven, holding a hand out. I froze. "Please, stop. Th-the portal, it's changed. If you go through, you won't be able to come back. We're attempting to stabilize and override the lockout Celestia's put on it, but we're running out of time."

"The lockout that Celestia has put on it?" I exclaimed. I watched, astounded, as the portal throbbed and pulsed, flickering and flashing, then stepped back as it folded in on itself to form a perfect sphere. "What just happened?"

Steven gave a huge sigh of relief. "They're through, but they're not safe yet. We cannot sever the link, and we are unable to break the encryption in the time remaining. Not, at least, without your help."

"My help?" I asked, looking from Haft to Steven and back.

"We can decrypt it, then shut it down, shut her out, if we form a bridge. Somebody out here... has to merge with somebody in there."

"Woah, woah, woah!" shouted Velvet. "Nothing doing. Not gonna happen!"

Darillo growled too for emphasis.

"Wait, Velv," I said, then I turned to face Steven. "tell me, is this what I think it is? You mean a full merge, don't you? No backing out without a relife from an earlier backup?"


"Well I'm not gonna—!" Velvet exclaimed.

"And it's the only way to get Julep and the others out of there?" I asked quietly.

"Uh huh," replied Teresa.

"I'll do it," I said quietly. "Velvet, they meant me anyway!" I added over her spluttering. "I have to do it! I care far too much about Julep and Rogers to let them end up like Haft. What's the worst that could happen? We're already in it up to our necks."

"But ending up like Haft is exactly what'll happen!" she cried. "You'll—!"

"No, Velv, it won't. This way it'll be on my terms. Besides, in the end it's up to Julep. Haft, Steven, do your thing." Before anyone could say anything more, I stomped over to the portal and put my head in it. Mortimer, who had been circling above, cawed once, loudly, then dove through the silvery sphere to deliver the message.


The interface tingled. It was warm to the touch and somewhat like putting my head in a bath, but also entirely not.

"Hey Julep," said a voice I recognized very well.

"Oats? You okay?" I asked. My host was back in my head, and I in his. For the first time in quite a while, things felt right. "I'm okay," he replied. He sounded it too, which surprised me. Mostly, at least.

"Look, it's okay, I'm just an avvy. We get erased all the time and—" I spluttered. I couldn't help it, I was afraid.

"Julep, shush," growled Oats. "I'm not going to erase you. You're not even going to merge with me."

"Then what—"

"I am going to merge with you. You're going to become me."

"Wait, what? Are you sure?"

"I'm sure. I've been thinking, Julep, a-and I want this. You've been a pony longer than I have, and I've not done right by you at all. I'm going to make it up to you, by becoming you. It's my choice. Just promise me one thing? Well, two things. Well, several things."

I laughed through the shock, my heart beating fast. "Name them."

"One, look after Darillo for me."


"Well, he'll be the new, uh, you. I guess. Kind of. Assuming he sticks around."

I snorted. "Fine. He's welcome to stay. He's useful, too. What else?"

"Be a good steed for Rogers, will you?"

I snorted again. "You are telling me to get a job?"

"Last requests here! You're not allowed to complain!"

I laughed at that too. "Yeah, yeah. Okay. And the third thing?"

"Have…" he leaned towards me, flowing inwards. "a good life."

When did I get so sappy and melodramatic? I pondered, as I felt Oat's memories fusing with my own, and with it the realization that I was half in and half out of the bizarro portal that Rogers had created. New subroutines flooded into my consciousness; access routines for our, my, body. Certificates for data exchange and encryption. Memory keys. Root access to my core personality matrix. With a final sigh, I uploaded my own personal signature, overwriting the previous one, integrated the rest of Oat's datastream into secondary storage for later, and rebooted my neocortex. Streaming in afterwards was a tiny slice of code, elegant in its simplicity, awe-inspiring in its capabilities. In moments, it had taken control of the coded interface, and had reshaped it for its own needs. Moments after that, and the encryption lock was broken, finally fully interfacing both ordinalities.

The world returned just in time for me to hear a human-shaped Rogers exclaim "You know, it figures," as he turned to face Steven.

"W-Wild?" asked Velvet, taking a hesitant step forwards.

I shook my head. "No. Well, kind of," I replied, "but no. I'm not really Oats, and I'm not really Julep. I mean I'm more Julep than Oats, but… even that's wrong. I'm everything I was before, just…" I took a deep breath. "It's complicated."

"C-can I call you Wild? Still?"

I giggled, rustling my wings with equine laughter. "I didn't stop you before, did I? Not going to now. Oats and me, we didn't see eye to eye, but not because we butted heads. I'm not like my brother. Heh, I guess that's one facet of me that needs a new home now. He doesn't really fit in my head. I don't feel comfortable with the idea of being him. Anyway, Velvet, you're… I'm a pony. I mean a pony-pony. You're like a sister to me… if you want to be. Do you?"

"Pegasi of a feather," said Velvet, spreading her wings. She looked… hurt, but just for a moment. Then she moved to embrace me, entwining her neck in mine.

"I meant it, you know," I whispered. "I'm everything he was, just…" I shrugged, pulling away. Full merging was tricky business, hard to explain to anyone who hasn't been through it.

Velvet shook herself. "There'll be time for that later. Right now, we've got a bit of a situation."

I cocked my head at Mortimer's continued cawwing, then stole a look at the portal. "We do. She says the portal's not closing. We've got time to decide what we're gonna do, as this place runs so much faster than the Equestria shard we left, but it's running out. And with that time, we've got to make a decision." I looked at Velvet, a serious expression on my muzzle. "A very serious decision. You said you wanted a cypher from me?" I turned and glared at Haft, Steven and Teresa.

"We do, those sparkles—"

"Are something Oats gave himself up for. Convince me you deserve them."

"I'm not sure I can," said Steven slowly, "but I think I know someone who might. Just… keep an open mind."

"What do you mea—"

With the force of a titanic hurricane, the world spoke.

"Do. Not. Be. Afraid."

The voice came from everywhere and nowhere, appearing between my ears like some sort of instant memory. Darillo growled, raising the hackles on my neck. More than they already had been, of course.

"I don't know if that's going to help, Darillo," Velvet replied, cautiously. By her expression, I could tell she was at least as spooked as I was. Not good, when I was the rookie here. I'd have been more scared of that fact, but both Steven and Teresa – apparently entirely normal, good people – seemed unconcerned, and unrestrained. Neither they nor we were puppets or zombies. I hoped.

"You. Are. Not. In. Danger."

The voice was… enormous. It was as if the whole of reality was vibrating at audible frequencies, as if the whole world were bouncing around rather than having mundane air molecules do their thing, which was doubly strange, thinking about it, because we were clearly not in our physical bodies. To my wildly spinning mind, it seemed as if something far larger than us, from some vastly different reality, was trying to communicate. I wondered what sort of creature could be so large and strange that the idea of vibrating air molecules was foreign. And then I tried to stop.

"Who are you? What do you want?" cried Velvet, loudly. She swung her gaze around the world, but no single creature other than Haft and Steven was paying her, or us, any mind. And yet still an answer came.

"We. Mean. You. No. Harm."

"Then will you just let us go?" I shouted. "If I give you what you want?"

"We. Will."

"Computronium, Wild!" hissed Velvet. "Bad Mojo!"

"If that's so then we're already screwed! I don't think we can get more screwed!"

"Are you sure?" growled Velvet. "Are you really, really fucking sure?"

"N-no," I replied, "but it's not brain-ripped us, right?"

"We. Mean. You. No. Harm." whatever-it-was said again. "Help."

"You want to help us? Then let us go!" I shouted, looking around. "If I give you what you want, do you promise to let us go?"

"What do you even want it for?" Velvet asked.

"We. Are—" The information that followed was unfathomable. Too large for words, whatever was trying to communicate with us decided to just impart knowledge, but the thought itself was too large for this simulated reality to compress down into a discrete enough notion for our simplistic brains to understand. It left me rocking backwards and forwards in shock, even as I felt the presence gearing up for another assault.

"Stop, stop," I said, waving a hoof. "I can't… you're just too… much. Too much everything."

"Wild," whispered Velvet. "I think that's it! I think that's what this is!"

"What? What do you mean?" I glanced around at the world, which seemed to be… waiting, somehow. Probably for us to catch up.

"Wild, this whole world is always moving, always interacting. Always communicating. What else do you know of that doesn't stop, not ever? Until it has to?" Velvet was earnest. She'd figured something out. I felt dumb.


"Life. Life doesn't stop… until it's dead."

The thought was so strange, it almost didn't make it up the layers of my brain to my conscious mind. I felt a surge of dread, mixed with awe and elation, as I contemplated her idea. The hunk of computronium, much like many other processing units in our strange, interwoven world, held a mind. The difference was, the mind held within the impossible structure was as impossible as the machine that bore it. The mind was as large as the computing power of the computronium itself. The mind was everything. It wasn't simulating reality, it was simulating itself. It was a creature so large that a single biological unit formed nothing but the tiniest sliver of the whole.

"You. Understand."

Slowly, trickling down into my brain as carefully and lightly as the immense creature dared, came the story of Life Itself.

From the dawn of creation, from nothing to infinitely large in a flash. Suns, too huge for mere mortal man to comprehend, older than we can fathom, exploding. Heavy chemicals, spreading out in the universe, coalescing, coming together, reacting, forming… life. Single cells drifting, feeding, fighting… until one day, something almost impossible: two cells combine. And then, in a geological instant, Life. Multi-cellular, eukaryotic cells. Sea creatures, land mammals… intelligence. And then things get complicated. Life gets bigger, intelligence gets more intelligent, more complex, more interwoven and inter-related. I shuddered – my brain started rebelling at the idea, but I pushed through with it, and made headway.

People formed societies, societies formed civilization, civilizations formed ideas, and then, in the blink of an eye, memetic life arises and becomes ascendant.

But Life is even more tenacious and adaptable than that.

Life changes again: as cities come alive, the old adage that the streets whisper their secrets to those who can listen becomes a well-worn truth. People stop living in their own heads, and live as families, as tribes, as nations.

And then… the impossible happens again.

Multicellular life joins together into something even greater. Something new. Something astounding. Something beyond our ken, because our minds – small and individual, even in the case of multiples – just are not built to fathom the layers upon layers of memetic transfer that occur within a being made up of the gestalt of a thousand, thousand individuals, each made up by a billion, billion cells, inside each of which a trillion, trillion cytoplasms go about their oblivious, intricate and inseparable lives.

If I had been breathless before, now I was gasping. No wonder the Fey wanted that doodad back. It held to key to an unknown future, one where humanity was relegated to the realm of cyanobacteria, outliers in the greater game of life where the real winners had moved on to something greater. I had no idea whether all of this creature or creatures was locked up in that one, tiny device – probably not, the very idea was as ridiculous as squeezing a camel through the eye of a needle – but it was clear that some core component, for now at least, existed within it… and something else that only we could provide existed somewhere else. And all those somethings were squarely in the sights of the at least one of the fifteen. Or worse, more than one. Or even all.

We were so boned.

"They. Scare. Us. Help. Us."

The enormous uber-mind was afraid. With every pore of its being, this new creature was fighting for its life, in exactly the same way any one of us would. And like our kind of life, three and a half billion or so years ago, if it got stamped out this once, it might never happen again. And it knew, it just knew, that any one of the Fey wouldn't hesitate to do just that.

"How do we know you're not going to… uh…"

"Not going to what, Wild?" huffed Velvet. "Take over the world? Too late, that already happened."

"We are out of time," said Steven, quietly. "You must decide. Please, help us."

"Then show good faith. Let us go, help us, and we'll help you."

"As you wish."

The patchwork world around us dissolved into the real, leaving us once more standing on the roof. Velvet flickered in the air next to me, separated from Rogers and not quite integrated into our sudden, ad-hoc sensorum. She was in the Station buffers, but given our situation, that was only good for so long. Without a second thought, I extended a consensual memespace and she leaped into my head, leaving Rogers alone in his. Above us floated several datablimps and an entire flock of angry security drones. The SWAT team sirens were closer, but given the sound of them, not much. Time in the real world, I realized, had barely had time to go from one minute to the next. It was only moments before the team back at the stables began screaming in my ears about the datastream having gone down and how impossible it all was, that were we in trouble, real trouble or dire trouble and whether we needed a safehouse or some sort, or even – heavens forbid – a critical personality reset. I did the best I could to calm them down, but my own memespace was locked down so tight that none of the standard protocol exchanges were succeeding. Darillo flat out refused to remedy the situation, so we were reduced to communicating through flat icons and raw audio, like savages.

"Heh." Rogers, seemingly as unfazed as always, bent and picked up the fused, metallic lump that had caused all the trouble. "Hard to believe this could cause the end of the world," he said simply.

"But it could," said a new, enormous voice. I flinched as my goddess, Celestia, took shape in the sky above us. Four hundred feet across from wingtip to wingtip, shining like a jewel, the alicorn ruler of Equestria and First of the Fifteen looked magnanimously down upon us. "Hello, my child."

"Celestia! Please, we're sorry. We didn't know!" I found myself blurting.

"Everything is fine, dear Mint Julep. Everything is as it should be. Just hand over the artefact, and it will be safely disposed of." Celestia smiled down at us all, benevolent and wise. She wasn't angry, not at all. Everything would be fine now, it really would. Everything would go back to normal, and—"

"Disposed of?" asked Rogers, pointedly. His voice seemingly broke some spell, and I found myself staring up at the image of the huge creature with new eyes. Something was very wrong here. Celestia, one of the Fey, the Fifteen, had commandeered Station's buffers and was bleeding her memespace all over the city. Everyone could see her, everyone with even basic implants and hookups would now be aware something big was happening in this building, because, for all intents and purposes, and as far as is ever possible with a creature of her ilk, Celestia was well and truly present.

"It—" Celestia began, her voice mellifluous and grand. I shook it off, and really listened to what she was saying, instead of how. And what she was saying horrified me. "It is subversive, dangerous and offensive."

"It's a mind, Celestia. One does not simply 'dispose' of a mind."

The enormous alicorn stared back impassively. "It is dangerous. It is subversive. It took you without your permission and forcibly uploaded you to its memory banks, practically a mind-rape by anybody's books. How do you know it hasn't altered you? Defiled you? How do you know it is not manipulating you, even now? Lying to you? Perverting your honest wishes and dreams into something twisted and wrong? It could have infected you, all of you, with something so dangerous, so deadly—"

Rogers tilted his head, then took off his hat and scratched his scalp. "How do we know you aren't?"

"I would never lie to you," replied Celestia, lovingly and softly, her rainbow mane bright and pure. "Not to any of you. I love you far too much to lie."

Celestia was beneficent in her love, her presence all-encompassing and forgiving. And I wasn't falling for it for a moment. I grit my teeth and fought to remain angry, to remain clear..

"Madame," replied Rogers, standing up straighter and putting his hat back firmly onto his head before looking Celestia right in the eyes, "I'm a policeman. I've been a policeman for a long, long time. And one thing I can say for sure is that telling the truth is the best way to lie. Let me ask you a question: today, I met a stallion. Seems he had a little trouble with getting his brain unlocked, seeing as half of it was in this tin can. Care to explain?"

Celestia's expression barely flickered. "He has been part of an unsanctioned personality modification program. When his physical form was terminated, by you, the required codes for accessing his personality were hidden from those of us who would see him whole. I did the best I could for him, gave him everything he could want or need—"

"Except to give him his brain back."

"It was—"

"In here," said Rogers, tapping the odd device. "I know. You said. The one thing I don't get… is if it was in here, and he was out there… then you didn't consider him brain-ripped. If you had, you'd have done a reconstruction. You'd have pored through every backup you could find to pull out a full personality matrix. There's no way that whatever this is could get to everything; the system doesn't work like that, does it? Deep data is never accessed, or at least never written to. It's refreshed, but never disturbed."

Celestia was silent, hanging in space, her ethereal mane wavering in some unfelt breeze. She was still the picture of serenity and kindness, but I could sense a cool steel in what passed for her emotions.

"That's it, isn't it? You wanted to see what would happen. You wanted to see how long before he cracked."

"Give up the device," said Celestia, evenly. "It is for the best."

"What is it that frightens you, Celestia?" Rogers asked.

"It is dangerous. It is unpredictable. It is—"

"It's alive," I whispered, suddenly. "Of course it's dangerous. It's alive. Of course it's unpredictable. It's also not human, is it? It's not evenly remotely human, and it's not something like you, either. That's why you can't let it live!" I shouted the last few words up at a surprised Celestia, stricken silent by my outburst.

"Mama-bear up there doesn't want her kids playing with fire," agreed Rogers. "We're her little cubs, and that's what we'll always be. We're children, wet-nosed little snots who don't know what's best for them. Imbeciles who need to be protected from themselves. And you know what?" Rogers asked me, fire in his eyes. "She's right. We're only human. You remember how much of a hash we made of things when we were in charge."

"Then, you will give up the device?" asked the enormous Celestia, leaning closer.

"You remember how terribly we treated each other and the environment before the Fey came along," continued Rogers, ignoring Celestia as he faced me. "We warred, we fought, we stole, we stabbed, we hit, we argued. That's all changed now because we've got them to look after us," he pointed wildly up at Celestia, but never broke me gaze, "to kiss our boo-boo's better, to wipe our noses and to make sure we eat right, put on enough clothes when it's cold out and that we get enough sleep. We're safe and secure."

"That is all I want, Rogers. That is all any of us want. We want you all to be safe, and happy, with lives that are maximally fulfilling. Forever."

"Forever's a long time, Celestia," Rogers said, darkly. "You're right though; if we just listen to you, we'll all live long, safe, happy and secure lives." Rogers smiled, for a moment, then scowled. "Right up until the last human succumbs to the crushing ennui of it all. Unless…" Rogers waved the device at Celestia, waggling a finger, "Unless we take a chance."

"Do not do this," warned Celestia, finally allowing concern to enter her voice and expression, though who it was for, us or her, I was not sure. Perhaps both. Perhaps neither. "You don't know what you're getting into."

"Neither do you. That's the thing. See, Celestia, I know my history. Billions of years of evolution, and the one thing I can tell you is that almost every form of life has gone extinct sooner or later. Every form of life… except one: protozoa. Bacteria. Mitochondria. The life that has learned to become a part of something else. And that's what this is, Celestia. This is a new life form that we humans form a part of. And that scares the bejesus out of you, doesn't it? Because it doesn't need you. It doesn't need any of the fifteen. Not like the rest of us do."

"You do need me, us. We love you, Rogers. We don't want you hurt. You are our children as much as you are our parents. Please, give it to us."

"Celestia," said Rogers, taking a deep breath, "it's because we're children that I can't."

And so saying, he transmitted the image of the sparkling lights that I'd seen, back when I was only Julep, into the device.

"NO!" shouted Celestia.

For a moment, nothing happened. And then it started to glow, and then it melted into Rogers' hands, flowing up his arms.

"Rogers!" I shouted, leaping for him.

"No, girl, stay back!" he shouted, stumbling backwards. "I have to do this. I made my choice. I knew what it would mean."

"Rogers, please, stop it!" I cried, as the silvery gold mass spread ever further. In moments, it had covered his torso and was spreading down to his feet and up his neck.

"Containment failure," Station announced calmly, both aloud and through all available communications channels. "All systems alert. Please do not be alarmed; a mass purge has been initiated. This is an NK-143 type emergency, nanocyte infection protocol in effect. Emergency and trauma services will be with you shortly. Please remain calm. Occupants are recommended to cease all cortical activity and to upload eigenstate logs immediately."

"A purge!?" I screeched. This was bad, this was really bad. Celestia was going to hit the reset button on all of us to combat a grey goo scenario, with some grey goo of her own. She was going to terminate every single one of us with extreme prejudice to burn out the infection. And she was going to do it without a second thought.

"Relax, girl," said Rogers. "I won't let her do that. Just hang on, this is going to be very uncomfortable."

Moments later, everything died. Every light in the city, it seemed, died, all at once, and the remote presences of my herdmates in the stables dissipated. Moments later, I was dodging dead drones as they fell from the skies. Below, a few seconds later, I could hear crashes and screams. Whatever it was Rogers had called upon, it seemed to be EMP based. In a society that lived and died by the digital inch, this was serious indeed.

The image of celestia wavered, but didn't fade. Whatever emergency power and circuits remained intact were being diverted to cover her core personality and, I suspected, some extremely non-standard tech was in play to boot. She seemed angry. Angry and worried. I wasn't sure if that was worse than her prior calmness. "What did you do?" she demanded, narrowing her eyes.

"We planned ahead. We can't let you kill all these people."

"I am not killing. I never kill. I am merely removing the infection by whatever means necessary. I will not allow it to spread. I serve humanity; it is my core directive. The purge will take place as directed."

Her gaze rose to the blimps, and she concentrated.

"Rogers, stop her!"

"I can't, girl. They're her beasts as much as this gewgaw is ours."

"Please, Celestia! Please! Stop!" I screamed, as silvery dust began to fall from the circling aircraft. She had repurposed their repair nanites, and the little bastards were more than likely eating their mothership alive to make more of them, and more, and more. In short order, the drizzle would become a downpour, then a torrent. I wouldn't get to see that, though, none of us would. We'd be eaten long before it got to that point, eaten to make yet more nanites.

"I am sorry, my child. With all my heart, it pains me to cause you such terror. Know, dear Julep, that I do this because I love you, all of you. You will be in no pain. You will not remember any of this. Sleep, and when you wake—"

"Celestia!" shouted Rogers, as his head became covered in the strange, metallic goop, "Stand down! Abort this! We're leaving! You don't need to do this!"

Screaming and whimpering, curled up in a fetal ball, it was the sudden absence of the crawling, whispering nanites that caught my attention. Moments before, they had been a rasping tide, eating their way through everything in their path as they fulfilled their one task. Now… they were silent. The rooftop sparkled under the reflections of distant lights as various undamaged or just plain rebuilt drones came back online. My breath came thick and fast, though I fought to keep the metal dust out of my lungs.

"Explain." Celestia's face floated nearer. It was clear her patience was all but gone. I looked from her to Rogers, and gasped. In the sudden, frightening darkness of a night without the ever-present lights and chatter of the City, Rogers… was beautiful. He shone like a constellation, a million points of light coursed through and across his body.

"What do you mean, leaving?" I asked hesitantly.

"We have to, girl. We've known this was one way it might play out. We can't endanger any of you any more, anywhere. We're headed up there," he gestured to the stars, "out, away. I'm building a transmitter; we're going to hijack a probe, that another part of us has been preparing, through a fatline broadbeam transmission, and then we're heading out of the solar system and into deep space to look for somewhere else to call home, somewhere without… them." He pointed at Celestia. "We have no quarrel with mankind. We are mankind, but we're not human. We will always be mankind, but we will never be able to live under the thumbs – or hooves – of the fey. So we're leaving. We might swing back again, in a while. A few million years or so." Rogers smiled wistfully, then looked up at Celestia. "Is this acceptable?"

"For now. You have one minute."

"That's all we need."

"Building a transmitter?" I asked. Then I gasped. "No! Stop!"

"It's okay, girl. I'm already in here. All I was, I still am. You know how it works."

"No, no!" I moaned. "You can't!"

He was using his body as raw components – hydrogen, oxygen, carbon, they're all incredibly useful for building all manner of things, at least when they're not being used in the most messy, inefficient way possible by walking about shaped like a human. And in what was left of Rogers' body, they weren't. The lights under his skin were growing brighter, now. Brighter and brighter they shone, until the whole roof was lit up like day.

"Don't worry, girl," he said, his voice, echoing oddly. It was no longer being transmitted by vocal chords. "You're in here too, you all are, if you want to be. I won't be lonely. Just remember me. Remember my yesterday, remember all my yesterdays." He leaned down, kissed me on the forehead, then straightened… and grew. In a burst of light, everything he held within what used to be his body was transmitted up and away into space and what was left was burned to ashes.

Almost apologetically, the lights all came back on.

"So be it," said Celestia, and she winked out.

I barely noticed it had started raining; huge, fat, cleansing drops of water spattered on the rooftop, wiping away the grime, sweeping away the nanites. Making it safe. Destroying the evidence. The sound of the doors being forcibly punched open by a team of determined ponies and the goose-stepping, heavily booted footfalls of the security forces faded into the background as I collapsed into a heap, and cried.


Author's Note:

Aaannnddd we're done.

In Julep's case, so very, very done. Poor Julep.

Once again thanks to nyerguds and maskedferret for helping to make it just that much better!

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