• Published 24th Apr 2012
  • 5,355 Views, 107 Comments

Air - chrumsum

Wings are feeble, feathers are brittle. But yet it takes so much to fly.

  • ...

Part 2 of 4

It was impossible to explain what it was like to be airborne. When nothing lay below, and nothing above. Hurtling into open space, the sunlight shimmered through the shards of broken window as Pound Cake hovered in the air. For a brief second, everything was perfectly still.

And then he was falling.

Shrieking with the shrill wail of shattering glass, death took Pound Cake by the throat and cast him downwards into the gaping, toothless maw of the Canterlot streets.

The furious wind stung the pegasus’s eyes as he plummeted in a dizzying spiral. Roaring in his ears, it whistled and shrieked in blind rage. The streets below spun chaotically before his eyes, the white concrete and blue horizon swirling together. Flailing his hooves desperately, Pound Cake tried to reach something, anything. Stretching a hoof, he grabbed fruitlessly for the rushing surface of the Capitol Building that lay centimeters out of his reach.

The wind lashed at his mane, tearing at it and tugging at his feathers. Falling faster, the ground drawing closer, an instinct caught Pound Cake’s heart. It leaped into his primaries and tightened his muscles. Bracing himself, he threw his wings open.

Immediately, they peeled backwards against the cascade of furious wind. The air sliding past them fruitlessly, the stallion almost seemed to fall faster. Acting on pure instinct, he threw his head upwards, willing himself to take control. His wings, weak with disuse, failed to force themselves into position.

“Come on... come on!” the stallion screamed at himself, kicking his hooves in a frenzied panic. His wings quivered from the roaring blast of air. Summoning his last ounce of strength as the ground raced ever closer, Pound Cake hollered into the deafening gust and threw his head back once more. His hooves tucked inwards.

Come... on!

Pound Cake’s wings were nearly torn from their sockets as they caught the air and arched him skyward in a dizzying curve. Shooting forward from the momentum, the streets fell away and the sky grew to meet him. Before the straw colored pony could cheer, he felt the air throb and thicken. A lump fell in his throat. Shooting his eyes across the skyline, he locked onto the closest possible rooftop. He angled his wings, guiding his glide towards it. If he could only...

The air rumbled and erupted with electricity, and Pound Cake screamed as bolts of crackling lightning seared his fur. His muscles burned and ached, the current sending his neurons into a frenzy. Pound Cake’s face twisted into a pained grimace. The world lurched as his flight wobbled and sweat poured down his brow. Forcing himself to keep focused, he plummeted towards the rooftop, his feathers twitching with every electrical jolt.

His body screamed for him to give up, to fold his wings and fall into the comforting embrace of the ground below. The violet lightning crackled again, blackening his fur where it struck and tearing through his flesh. Every second was a fight for consciousness. The rooftop was so close...

Spittle flying from his mouth as he screamed, Pound Cake tucked his wings to his body and let himself fall. In an instant, the pain ceased, the lightning vanished. The fried nerves of his body became mercifully numb, but the relief was ephemeral. The pony struck the hard concrete rooftop. Cringing, the pegasus rolled head over hooves, tired limbs striking the mortar painfully. His fur ground against the coarse stone, burning his seared body further. And then, it was all over.

Pound Cake lay on the ground, immobile. His breath coming in short, pained gasps, he curled his legs to his body as slowly as his twitching muscles would allow. Under the cruelly bright sun, he let the tears flow, every pang of pain from torn skin, burnt feather, and strained muscle taking its course through his body. Pound Cake coughed and groaned weakly, rolling onto his back. His hazel eyes squinted in the light of the blue sky. Every muscle sore, he let his eyes shut, his chest rising and falling irregularly. A brief smile crossed his face, and he laughed slightly. Alive. He was alive.

You’re practically all I have left.

Rolling onto his hooves, Pound Cake cringed as his body begged him to return to his reprieve, to rest, to let the sun toast his fur and lull him to sleep. His legs trembled as he rose upright, and the stallion gasped involuntarily as another jolt shot down the back of his hind leg.

Placing a hoof to his earpiece, he pressed the button and waited for the familiar hiss of static. He frowned. Tapping it again to no avail, Pound Cake sighed and tossed the useless piece of equipment aside. He quickly opened his saddlebag, finding the precious documents to be unscathed. With a lopsided gait, the runner gauged his direction, and set off at a slow trot, his aching leg folding in an all-too-familiar limp.


“It’s been three hours, for crying out loud!” Scootaloo’s nervous voice was muffled through the concrete as Pound Cake dragged himself up the ladder to the hideout. Her pacing rattled the metallic trapdoor above as she passed over it once more.

“Just give him a little time, Scoots,” he heard Derpy reassure, presumably from the comfort of her swivel chair. “I’m sure he has a good reason.”

“Whatever the ‘good reason’ is, it doesn’t explain why he won’t answer his damn radio! Did you try calling again?”

“Yeah, still nothing.”

As Pound Cake seized the last rung and reached for the hatch, he heard an unexpected voice punctuate the conversation.

“Ten minutes,” Rainbow Dash asserted in a husky voice, “Ten minutes and we go looking for him. I’ll turn Canterlot upside down if I have to.” There was silence. Never in his life had he heard Rainbow Dash speak that way. The somber alcoholic had always been distant and aloof. Pound Cake held the rung of the ladder and rested his chin against the cold metal, waiting. For a long time no one spoke, until finally Derpy fumbled an uncomfortable answer.

“Dash... maybe he... you know. Maybe it’s time to accept that--”

Pound Cake pushed the hatch aside and popped his head through the hole. The conversation stopped, and the three mares stared at him. Ignoring their stares, he stood and brushed off some soot on his foreleg. Sighing, the resolute stallion on collapsed to his haunches.

“Sorry I’m late,” he said flatly.

Scootaloo and Derpy stared at the stallion, mouth agape and dumb with silence. The only sound to be heard was the static gibbering of the radio on Derpy’s desk. Rainbow Dash’s tailed bristled indignantly. Violet eyes flaring, the sky-blue mare stomped angrily, sticking her face in his.

“Where in Equestria have you been? Do you have any idea at all how many times we’ve tried to call you? You didn’t even tell us where you were going, you featherbrain! For all we know, you could’ve been...” Her voice trailed off as her eyes lowered to the meek stallion’s singed fur and bruised legs. She immediately recognized the scorch marks, and her eyes became steely and questioning. Grabbing him, she spread one of his wings with her hoof and looked from the blackened tips back to him.

The runner stallion sighed feebly and tried to dismiss her piercing stare. “Look, Rainbow, I know this looks bad, but I’ve had a really bad day, and I just want to--”

The cyan mare cut him off. “Alright,” she said flatly, a bitter tone creeping into her voice. “Now you’re going to start explaining, or Celestia help me, I will hit you so hard you’re going to be eating hay through a straw.”

Pound Cake had known Rainbow Dash since he had been just a colt. He knew her greatest moments of joy, the way her voice cracked as she squealed in excitement. He knew her darkest and most somber of lows, the drunken spluttering and moaning and the fits of booze-fueled rage that resulted in shattered glass and sleepless nights as Pound Cake would lie in his cot, pretending he couldn’t hear her. So he knew by the fierce edge in her glare that she would very well follow up on her threat.

The stallion exhaled slowly, the tension from the day seemingly leaking out of every pore in his body. He let his knees go weak and fell to his haunches. With an exhausted sigh, Pound Cake told them his story. The three mares stayed silent, with Rainbow Dash and Scoots listening with rapt attention and Derpy absently tapping her hoof against the seat of her chair. When Pound Cake admitted to having a cracked phone, Rainbow Dash’s eye twitched slightly. Thankfully, her hooves stayed on the ground rather than around his neck. He spared no detail, from his entry of the Capitol, to his finding of Fancypants’ cadaver, to his rather dicey exit.

When he mentioned the documents found on the deceased magistrate’s desk, Derpy piped up and snagged the dossier from Pound Cake. With a nod, she promised him that she would work on deciphering the encrypted file. Pound Cake reclined and exhaled harshly. Having retold what had happened to him was as if he had done it again himself. For a long time, none of them spoke. The only voice was the rhythmic babble of the radio.

As if the fates were testing him, a special bulletin suddenly crackled from the speakers of the dilapidated box. The bubbly tone of the on-air DJ was suddenly spliced by the weary mumble of a newsmare. Derpy opened her mouth to say something, but was abruptly hushed by Scootaloo and Rainbow Dash.

“Fillies and gentlecolts of Canterlot, Equestria, and the world, a great tragedy has befallen us,” started the voice, trembling slightly. “Three hours ago, at four in the afternoon, authorities discovered the body of Governor Fancypants in his office.”

The newsmare stopped for a moment. Pound Cake stared numbly into space as the static ripple of the radio waves fell silent. Inhaling forcefully, the newsmare resumed her grim tiding.

“Governor Fancypants, aged 47, was assassinated within his apartments by a gryphon spy, who has since been apprehended and has been taken to a secure location within the Canterlot Detionary, where she will await trial for her crimes. The responding agents captured the assassin after a heated firefight within the Capitol building as she tried to flee with her pegasus conspirator. This individual, believed to be an elicit smuggler, is currently wanted by the Canterlot Civil Defense. They are encouraging all citizens to be on the lookout for this dangerous, renegade--”

“That’s enough of that,” barked Scootaloo, exasperated, “turn that garbage off.” Derpy complied, and the mare was cut off as the vitriol in her voice began to escalate.

Pound Cake stopped for a moment, and closed his eyes. This wasn’t a dream anymore, he told himself. This was really happening. The world as he knew it was falling apart around him. His only family was being framed for a crime she didn’t commit, and the hatred of all of Equestria was now burdened upon his shoulders. As the three mares watched him expectantly, he wondered how easy it would be to just fall over, collapse, and just never get up. Rainbow Dash opened her mouth, and closed it again, at a loss for words. Never before had that happened. Scootaloo simply stared awkwardly at her hooves, while Derpy fumbled with the crumpled papers.

This was really happening. His world was falling apart.

Standing slowly, head low, Pound Cake trotted past Rainbow Dash and Scootaloo. They parted slightly to let the forlorn pony creep away into his small bedroom, sliding the curtain shut behind him. Curling up onto his cot, he stared at his ratty night table. It was bare, he thought. Not even the slightest photograph or momento. Nothing to remember her by.


The metal is so cold. It freezes his hooves as he stands there, silent and unmoving, just another faceless mask among the rows of others. Anonymous, unfeeling, unknowing.

Not his responsibility, not his fault. Just doing his job. Just doing his job.

Just another face among the masses, just another pony lining up along the wall. Just another hole in the bitterly frozen pockmarked surface. Just another cold body in the cold air. The line faces the single pony as a blindfold is offered to her. Unspeaking, she refuses. Her eyes, her crystal eyes that somehow escape the numbing, biting frost bore into his.

Just doing his job. Don’t need an excuse. Not his fault. Why is it so damn cold?

The line hears a voice, and as one their horns glow as their weapons rise, a tarnished smear of blackness in the blank canvas of concrete and steel. They click and clatter, like the fangs of chitinous creatures gnawing with their hard carapace. Like beetles of death. The firing squad is ready.

Why is it so damn cold and why can he use magic?

The pony against the wall doesn’t look away. Her eyes are vibrant and shining, seared with a fiery determination that makes her body fight the fangs of the piercing cold. They stare at him, unblinking and accusing. He sees himself through her wide pupils.

He is the same blackness as the weapons, and his red eyes are made of glass.

Pumpkin Cake mouths something, but the sound is lost in a deafening roar as Pound Cake feels himself pull the trigger.


Pound Cake didn’t scream as he jerked awake. Staring at the wall, his eyes dilated with primal fear, he felt cold sweat pouring down the back of his neck. Slowly, the stallion forced himself to sit upright. He felt his wings twitching nervously, his primaries flared and poised for flight, driven by a shrieking instinct that commanded he fly away as fast as he could. Panting hard, Pound Cake put his head in his hooves. Slowly, the silent stillness of the night calmed his racing heart. The warm air cooled his fur, slick with perspiration.

A nightmare. Nothing more, nothing less.

But Pound Cake couldn’t shake the feeling of something being wrong. Trembling, he pushed away his covers and staggered upright. He couldn’t bear to look at his cot. Where was Pumpkin Cake right now? What cold cell was she wasting away in as he lay here and slept soundly?

The stallion brushed away the curtain, slipping his head through the threshold of his room, and looked around. Everypony had gone to sleep. Scootaloo’s room was darkened and silent. Derpy’s computer was still on, and its owner was soundly asleep, snoring lightly with her head on the keyboard. Her gray fur and blond mane was bathed in an eerie blue light. But for some reason, it wasn’t the only glow in the darkness. To his right, a nearly imperceptible golden light leaked from beneath the curtain of Rainbow Dash’s room. Looking from it to the snoozing slate-colored pegasus, Pound Cake crept towards the doorway, and poked his nose inside.

The mare wasn’t asleep in a drunken heap, as she usually was. Instead, she was sitting upright on the edge of her tattered mattress, a candle cozily burning beside her. In her hooves, catching the warm glow with its cracked glass, was the photograph Rainbow Dash was always brooding over. Her fading chromatic mane hung over her eyes as she rubbed the image forlornly. Gently, Pound Cake knocked a hoof against the frame of the door. With a start, Rainbow Dash looked up at him. Her brow furrowed with confusion.

“Pound Cake...? What are you doing up so late?” she muttered. The stallion shrugged uncomfortably.

“Bad dream,” he said simply. Rainbow Dash looked down and nodded awkwardly.

“About Pumpkin?” she finally asked after a saturated silence.

Pound Cake hesitated, then nodded, answering with a hoarse “yes”. Rainbow Dash nodded again. She seemed uncomfortable, being caught like this. She fiddled with the photograph, and her feathers rustled slightly. It was a nervous tick of hers. Usually it came moments before she reached for a drink. And indeed, she was eyeing an unopened bottle beside her crippled hind leg. Before she could think of taking the glass container into her hooves, Pound Cake slowly walked over and sat down beside her, the mattress creaking as it adjusted to the added weight. Swinging his legs unconsciously, Pound Cake stared off at nowhere in particular and asked:

“Has it always been this hard? You know... all this. Canterlot. Equestria. Before the war?”

Rainbow Dash chuckled slightly, pushing a lock of her desaturated mane out of her eyes. “No... I can tell you that much. Equestria was a much different place around the time you were born. There wasn’t a Civil Defense, there wasn’t the slightest problem with anything. Of course, you had your occasional manticore attacks, or some sort of ‘magical catastrophe’. No big deal. But never...” She sighed again. “Never anything like this.”

Her eyes glazed over wistfully as she looked upward. Almost as if she could see the sky through the thick layers of concrete and dirt, a light in her eyes glimmered. “Back then, ponies like you and me had a place. A job to do. We cleared the skies, and we got respect for it. More or less. You should’ve seen how fast I could go, how easy it was to kick those clouds away. But then the war started, and things started to change pretty fast.”

Rainbow Dash looked down again. The luster in her eyes was gone, replaced instead by the usual dimness of her black pupils. She hugged the photograph a little closer to herself, and continued, almost as if she couldn’t help herself.

“The Princesses went to war with the gryphons... I still remember that news article, practically word for word. I read it so many times over, I just didn’t believe it. The gryphons had attacked Fillydelphia. Went so fast from there. The army went to meet them, we evacuated out of Ponyville, brought to Canterlot. Then the magic field, Cloudsdale seceding from Equestrian rule and drifting off to Celestia knows where...”

Pound Cake didn’t look Rainbow Dash in the eyes, but listened with rapt attention, drinking in every word of her tale. It had been a long time since Rainbow Dash had talked so much. Her wings, once fluttering with excitement as she imagined herself tearing through the broad blue skies had fallen still against her torso. Pound Cake stared at the photograph in his teacher’s hooves. It was funny. Despite all these years, he’d never asked about it. It was simply always there, just some strange idol, a symbol of familiarity, that existed on the fringes of his life. He could remember Rainbow Dash staring at it, screaming at it, or ignoring it entirely. And yet, from colt to stallion, he had never challenged its existence.

“Dash...” asked Pound Cake, looking her in the eyes through her tangled mane, “Who are these ponies?”

The mere caught her breath sharply. She’d known the question was coming. It had always been there, waiting, but never daring to step forth into the light. It was just easier for her to pretend that it wasn’t really there, that it would never dare creep from its crevice. Pound Cake waited, and let the stagnant words hang in the air, plucking at Rainbow Dash’s thoughts as she vainly tried to push them away. But the beast wouldn’t let up. Voice quivering, she answered.

“These were... are my friends.”

Pound Cake looked at her sincerely. “Tell me about them,” he said, curious.

Rainbow Dash sighed, and from the other room, Derpy rolled over on her keyboard, snoring loudly. There was a long yawn, followed by a smacking of lips as she returned to sleep. With a slight smile, Rainbow Dash pointed to lavender mare in the center of the group, who regarded them with a knowing grin.

“That’s Twilight Sparkle. Real egghead. Smartest pony I’ve ever met, even if she got a little ‘lecture-y’ at times. But you know, friends forgive each other for that sort of thing. She was the Princess’s student, you know. Had to take herself seriously. When the war started... she headed off to the front with Celestia and Luna. With the kind of power she has, she’s probably been a real tank on the battlefield, I bet.” Rainbow Dash gave a wistful look to her friend immortalized in the image. Her gaze lingered before she prodded an orange mare in a stenson, winking coyly.

“Applejack... oh, man, Applejack. She was a real handful, I’ll tell you that much,” said Rainbow Dash with a reminiscent laugh, “It took about six stallions to drag her away from her farm when we got kicked out. And they didn’t get out unscratched, that’s for sure. Second best athlete in Ponyville. Right after yours truly, of course.” She let her words linger, and they became lost in silence. Pound Cake tried to fill the void.

“So what happened to her?”

Rainbow Dash’s gaze hardened again. “We went... separate ways. Along with her.” She pointed to a pale yellow pegasus, almost the same color as Pumpkin Cake. Shyly, she peered at the camera through her mop of bubble-gum pink hair. “That’s Fluttershy. A real scaredy-pony. But nicer than anypony else I’ve ever met. The war was the hardest on her, what with having to leave behind her cottage and her animals. I don’t think she ever got over it.” She paused, staring blankly at the photograph, almost as if she was waiting for the still image of Fluttershy to say something, anything at all.

With a start, Rainbow Dash looked down at her hoof. Unwittingly, she had been reaching for the bottle by her feet. Pound Cake’s hoof lay on top of hers, gentle but firm. She looked into his hazel eyes, and they seemed to plead for her to go on, to be strong. Her breath shaky, Rainbow Dash inhaled and willed herself to point to the next pony, a confident white mare with a cautiously styled mane. Inadvertently, vitriol crept into her voice.

“Rarity. A good friend, once. Now she works for ‘them’.” Rainbow Dash spat this last word venomously. “She abandoned us, left us to fend for ourselves in Canterlot. Gave us up to chase her own dreams and betrayed us.”

The mare rubbed at the corner of her eye with the back of her hoof. “She gave up her friends... gave up everything. She left us to rot for all she cared, ran off with Fancypants and became some uptight secretary for the provisionaries.”

The photograph shuddered slightly as Rainbow Dash tightened her grip on it. Tears began to sting at her eyes. “We didn’t always get along... but she was my friend, damn it. She was my friend and she left us!”

Pound Cake was silent, letting the tears around his mentor’s eyes run freely before she could notice them herself and snatch them away with a swipe of her hoof. He didn’t know what to say. She panted slightly, be it out of anger or her forcing herself to keep everything under control. The glass of the photograph was only slightly cracked, but the shards of the fractured image were still there, their wounds invisible to the eye.

Bringing a hoof to rest on the image, Pound Cake pointed to the final pony. “And this one?” he asked quietly, indicating the scratched-out form.

Her eyes came to a dead stop on the disfigured portion of the photograph. Her pupils suddenly expanded to wide, black pools as she stared into the eyes of the ponies that weren’t there. Rainbow Dash’s entire body went completely rigid, as if paralyzed by some electric force far more potent than the magic suppression field. Her lip quivered slightly, and she suddenly folded around the photograph, pulling it to her chest. Pound Cake stared numbly as her back rose and fell erratically as Rainbow Dash cried.

Mind reeling, Pound Cake watched his mentor choke and sob as quietly as she could, as if she could still pretend nopony could hear her. Rainbow Dash had screamed, had laughed, had smiled and moped. But not once had Pound Cake ever seen a tear steal through her striking violet eyes. She couldn’t be broken by that, not by sadness or by loneliness or shame. Rainbow Dash was too strong...

And yet here she was before him, his adoptive mother, shattered and exposed.

Unsure as what to do, Pound Cake raised a hesitant hoof and patted her on the back. “I’m sorry,” he apologized weakly, “I didn’t mean to...” He let his voice trail off pathetically as Rainbow Dash clutched the photograph and trembled. Suddenly, she shifted, and placed her head in his lap, tears still pouring from her face.

Pound Cake jerked as if he had been stuck with a hot iron. The shivering mare wept silently, the photograph still tucked in her hooves, as if completely unconscious of her surroundings. Awkwardly, Pound Cake carefully placed his hoof onto Rainbow Dash’s fading chromatic mane. In the manner he imagined a parent would soothe a mourning child, he ran his hoof through it, trying to think of something to say.

“It’s alright,” he mumbled, “It’s alright.”

He didn’t know how long he sat there, stroking her mane and whispering reassurance. The world felt a whole lot smaller all of a sudden. There was war, there was death, there was pain, but right now, Rainbow Dash was at his hooves, grieving. And nopony else was there for her. So he sat, silent at times, murmuring at others, for what seemed an eternity, gently caressing her mane. It only seemed to end when Pound Cake looked down, and the quivering had stopped. Her warm breath drying the tears matting his legs, Rainbow Dash’s chest rose and fell smoothly and softly. Despite himself, Pound Cake smiled at the sleeping mare.

Slowly, he moved Rainbow Dash away from his lap and placed her comfortably on her mattress. He stood, his legs whingeing as the taut muscles stretched and ached. Flaring and folding his wings, Pound Cake watched the sleeping mare for a moment before gently pulling the photograph out of her hooves. Giving the ponies in the image a long look-over, he placed the image face down on Rainbow Dash’s shelf. Blowing out the candle on his way out, he gingerly stepped outside the room, and shut the curtain behind him.

Was this his destiny?

He lay there in the thick blackness, the shadows scratched away from his fur by the throbbing blue light of the monitors. Was this what he would be reduced to? A broken, bitter pony, haunted by the faces of those he had lost because he wasn’t strong enough, wasn’t brave enough, wasn’t lucky enough? Pound Cake watched Derpy sleeping soundly, having rolled back and curled into her chair. What about her? Did she think the same, staring into the photograph of the little purple mare with the blonde mane? Grinding his hoof against the concrete, Pound Cake clenched his eyes. This could be him. This would be him unless he did what he should have done long ago.

It only took him a few minutes to peel through Derpy’s computer and find the files he was looking for. Despite his feeble grasp on electronics, Pound Cake had watched Derpy enough to know the basics. Flipping through windows, he was surprised to find that the floor plans for the Lulamoon Technologies office building were already open. He quickly memorized as much as he could, scanning for entries, exits, cameras, and a route to his target. Tracing a hoof over the screen, it came to a rest over a large block on the blueprints. A hub for the central computers. Pound Cake slid the folder on the desk and gingerly put the encrypted documents inside. If Derpy couldn’t crack these, he would do it himself. Giving one final furtive look around the silent room, Pound Cake slipped open the cover of the trap door. Pausing for a moment as the muted clank of metal against concrete seemed to amplify in the quietude of the night, Pound Cake shouldered his saddlebag and slipped away through the sewers and into the moonlit streets of Canterlot.


Trying to maneuver his way through the haphazard obstacles of the the city was a different game after dusk had fallen. The usually familiar corners and paths were bathed in shadows, hiding the obvious routes that were easily spotted in the day. It only made every step, jump, and climb more risky. Clinging to the ladder after jumping to it with a grunt, Pound Cake scrambled up the rungs and hopped off the top. With a brisk gallop, he hurtled off the edge of the building and rolled seamlessly onto the following rooftop. Quickly repeating the directions under his breath, the runner stallion balanced his way across a flagpole.

The dim world swam as the flagpole quivered under his weight. With a pump from his hind legs, Pound Cake launched himself off the pole. The night air whipped through his wings, making the feathers ripple as he soared. With a slight grunt, he caught the edge of the following fire escape. Clambering upwards, he reached out, and started in surprise as a hoof took his own and pulled him up. He found himself staring in a pair of purple-gray eyes.

“Scootaloo? How did you... What are you doing here?” asked Pound Cake. The mare’s eyes narrowed angrily.

“I should be asking you the same. Shouldn’t you be in bed?”

“You’re out pretty late yourself,” retorted Pound Cake, stepping away from her, cautious. His eyes quickly flitted about, trying to identify a route to get away from her. She recognized the look immediately.

“Don’t you even think of bolting on me,” she warned, eyes flashing in the moonlight. “If you think for a second you can outrun me, you’re gonna get a reality check real fast. Now what is this all about?”

Pound Cake exhaled sharply from between his teeth. This was wasting his time. “Look, it isn’t important,” said the stallion dismissively.

“You’re telling me that sneaking out in the dead of the night without telling anypony where you’re going isn’t the tiniest bit suspicious?”

“Scoots, get out of my way!” growled Pound Cake.

“Not gonna happen,” she said firmly, “You’re confused, Pound Cake. You’re pissed at the world and you’re going to do something stupid. So tell me what the hell you’re doing.”

“Last chance. Move.”

“Or what?”

Pound Cake flared his nostrils and lowered his head, hoofing at the concrete menacingly. Scootaloo was bar none faster and more agile than he was. She’d had years of extra training and a natural talent for running that Pound Cake couldn’t hope to match. But when it came to combat, Pound Cake was no slouch. Maybe it was his namesake, or maybe it was some way of getting things out of his system, but either way, he wasn’t one to be taken lightly in a hoof-to-hoof situation. Scootaloo wasn’t the least bit impressed. Instead she sighed and shook her head, a look that would come to a mother looking upon a rebellious child in her eyes.

“Is that really what it’s going to come down to? Pound Cake, you’re making a mistake. You’re rushing headlong into things without even thinking about the--”

“Oh, now you’re giving me lectures on taking my time?” exploded Pound Cake, his wings expanding furiously. “What the hell would you know about this, huh? You don’t know a thing! You can’t tell me to be rational, to think! You can’t understand. You don’t even have a sister!”

As soon as the vitriolic words left his mouth, Pound Cake felt an immediate twinge of regret. Scootaloo positively wilted in the moonlight, her eyes losing their luster and her wings dropping to her sides like the petals of a dejected flower. She opened her mouth, but only a croak escaped her throat. Panting, Pound Cake felt his breathing slow, and he looked down at the concrete. Not daring to lift his eyes to hers, he trotted around her and to the edge of the building. She didn’t try to stop him. Staring at the gap before him, he wondered if the weight in his throat would be enough to throw off his jump. Tensing his legs, Pound Cake prepared to leap forward.


The stallion froze as Scootaloo’s voice unexpectedly pierced the thick silence. The mare faced him, her eyes still hollow, her mouth and brow set with determination.

“I can’t let you go,” she said plainly, letting the statement linger in the night air. The two pegasi stared at each other, unmoving. “Not alone,” finished Scootaloo, a feeble smile forming on her face. Pound Cake didn’t say a word, and simply nodded appreciatively. He felt the guilt in his chest alleviate, even if only slightly. With a subtle nod, they took off, Scootaloo forcing herself to lag behind as they gracefully danced from rooftop to rooftop. Pulling up beside him as they galloped in a strange twilight zone where gravity didn’t seem to matter, she managed to toss him a question.

“So can you at least tell me where it is we’re going anyways?”

Pound Cake gave her a grim glance. “Lulamoon headquarters.”

“You’re out of your mind.”



Breaking into Lulamoon Technologies’ main building was far easier than expected, although the fortress-like appearance of the building wouldn’t have given it away. The imposing skyscraper loomed above the cubic structure of Canterlot, puncturing the velvet-black skies like an upturned shard of bleached bone. The facade elegantly curved upwards, smooth concrete meshing with its seemingly cyborg implants of glass and steel. Polished metal and blanched stone caught the moonlight, and the whole building glowed hauntingly as two figures, breaching the still covenant of the night, slipped towards it.

Although Pound Cake had only very briefly looked over the plans, it was as if the layout of the building was burned into his mind. Navigating the rooftops with ease, he and Scootaloo darted between the fixtures and radiators. With a tuck and a leap, Pound Cake landed on all fours at the edge of an apartment building adjacent to Lulamoon Technologies. He gave Scootaloo a brief nod as she alighted beside him.

“See that rooftop down there?” he said, pointing a hoof. “The building’s climate control systems are all there. There should be a maintenance door that can access the rest of the building.” He scratched his chin with his hoof. “The only question is how we’re going to get...”

There was a clatter of hooves as he spoke, and suddenly Scootaloo shot past him, hurtling into space. Angling her legs mid-flight, she struck the side of the building with all four hooves. The momentum of the impact was gradually overtaken by gravity, and she ground down the length of the building in an impressive slide. Moments before reaching the broad rooftop, she bucked her hind legs and arched her back, back-flipping and expertly landing on all hooves. Scootaloo dusted herself off and looked upwards with a cocky smile. Pound Cake chuckled under his breath and backed away from the ledge. “Crazy mare...” he said wryly.

With a leap, he too struck the side of the building with a loud clap. Grinding downwards, he hopped off the wall with a far more simple jump. Pound Cake looked upwards at the hoofmarks that scraped the edge of the building and shifted his hooves slightly. His hoof gloves were burning slightly from the fierce friction. Trotting over to the door, he tested the knob with a slight push. Locked, as expected. A quick buck to the lock fixed that, and the door burst open with a crack.

Creeping inside, the two ponies found themselves in pitch darkness as the pale light of the moon abandoned them within the building. Scootaloo fumbled in the shadows with her hooves for a wall, using it to guide herself towards some sort of exit to the cramped room. She found it soon enough, and it opened easily with a soft creak. With a quick look through the opening, she motioned for Pound Cake to follow her out. They were in one of the main offices of the complex. Rows upon rows of computers and logistics equipment dotted the floors as ghostly light seeped through the glass windows. Past the desks and computers was a long wall made entirely of further glass panels. It was as if a clear box ran from the bottom of the building to the top, like a spine. One could feasibly look into floor from another.

“So what are we looking for, exactly?” whispered Scootaloo as they inched their way between the grid of cubicles.

“A mainframe,” responded Pound Cake quietly, eyes flitting to the windows and back to the desks. He pulled the documents in his saddlebag and passed them to Scootaloo, who gave them a perplexed glance. “If even Derpy can’t decipher this, then that means the answer can only be here.”

“Here? What do you expect to find, Pound Cake?”

The stallion dipped his head slightly, as if somepony would overhear them in the abandoned building. “Something that’s worth killing a governor over.”

Scootaloo’s wings shuffled nervously, but she nodded nonetheless. “Something that big though... If we do find this mainframe, have you thought about how you’re going to crack into it?”

“It’s not if, it’s when,” reassured Pound Cake, before biting his lip nervously, “And... I haven’t exactly thought that far ahead.”

Blinking incredulously, Scootaloo scoffed. “You’re an idiot.”

“Tell me something I don’t know. Now follow me. The sun’ll be up soon. We don’t have much time.”

The two ponies eased their way along through the cubicles, and Pound Cake mapped out his route in his mind over and over again. Every corner and turn seemed familiar, like he’d been here before. At least that was one thing going for him... he at least knew where he was going, thought the pony with a dry smile. Scootaloo kept constantly looking over her shoulder, as if expecting somepony or something to be right behind them every step of the way. He couldn’t blame her. The walls bathed in cool light had a phantom presence to them, with every shadowy corner possibly concealing who-knew-what. The office building felt like a crypt.

Pound Cake motioned Scootaloo down a hallway marked “Server Rooms” in clean black lettering. Counting the doors, he stopped before one of them and discreetly opened the way. The small room was alight with flickering green LEDs and buzzed with the hum of electricity. The blocky machinery racked in neat rows wove an intricate web of black cables of varying girths, and a few active screens cast their artificial glow.

“This is the place,” breathed Pound Cake. Scootaloo trotted past him, snagging one of the rolling chairs laying about the place and pulling it up to one of the monitors. Placing the document where she could read it easily, the mare ran her hooves with precision over the keyboard. Before long, she was facing a blinking cursor and a command prompt. Pound Cake placed a hoof on her shoulder. “What are you doing?”

“What’s it look like I’m doing? I’m getting into the server,” she said, without looking away from the screen.

“You know how to do that?”

“Not really, but I know a lot more about it than you do, that’s for sure. Derpy’s been teaching me some of this stuff during down time. Which for you is apparently nap time.”

Pound Cake grimaced, but didn’t try to retort. “Think you can pull it off?”

“No clue,” said Scootaloo, poking her tongue out the corner of her mouth in concentration. “I’m pretty much counting on hoping that since this is the main server and we’re directly accessing it, the security shouldn’t be too--”

Suddenly, the computer chirped and blacked out. Scootaloo jumped away in surprise.

“--Tight,” she finished.

“What did you do?” asked Pound Cake nervously. Scootaloo shook her head in disbelief.

“I... I didn’t do anything,” she said, flustered. She tapped her hoof on a small button on the monitor to no effect. Suddenly, she noticed something wrong. The normal buzzing of the room had stopped, and the green glow of the servers had disappeared, plunging everything into inky darkness. “It’s the power,” Scootaloo muttered, “It’s gone.”

“What? That’s not possible.” With a flutter of his wings, Pound Cake grabbed the document and slipped it into his saddlebag once more.

“Wait, where do you think you’re going?” asked Scootaloo, rising from her chair.

“To the power controls on this floor. I remember we passed some on the way here. We need the power back now.”

“Pound Cake, are you crazy?” gasped Scootaloo, scrambling over to him and grabbing his shoulder, “This isn’t a power failure, not in an office this size. Somepony’s cut it. We need to get out of here.”

Turning fiercely, the stallion slapped her hoof away. “No! We’ve gotten too far to back out now.”

“Pound Cake, this is insane,” she pleaded, “You’re going to get us killed. We’re trespassing on one of the biggest companies in Equestria, and you’re a wanted pony. We can’t--”

“Then stay here,” snorted Pound Cake, turning on his hoof and galloping down the halls. Coasting around each corner, he barrelled through the offices. Even if Scootaloo was right, even if they had been compromised, he had to risk it. He wasn’t about to let his one shot at saving his sister evaporate like this. Security here would triple if they discovered a break-in. They might never learn what was on this damn paper.

Tearing around another corner, Pound Cake slammed into the door he had spotted on the way here, tearing it off its hinges with a grunt of effort. He quickly found what he needed. Yanking open the fusebox, he deftly flipped each breaker, not knowing which one was correct. From somewhere behind him, he heard distant hoofsteps, and a strange, muted buzz. It was an electronic rumble, like words horrifically mangled by a radio with poor connection. Another pair of hoofsteps came over them, even louder.

Coming out into the hallway, Pound Cake’s eyes snapped to movement beyond the rows of cubicles. Three ponies, slipping through the shadows, called to each other with an eerie mechanical crackle. One of them looked at him. Pound Cake felt his entire body grow cold.

Glass eyes. Red, glass eyes.

He heard Scootaloo scream something as one of the pony’s horns glowed with a malignant red aura, and a weapon rose.

Ghosts! Run!” hollered Scootaloo hoarsely. They opened fire.

The sudden crack of gunfire threw Pound Cake to the ground. Bullets tore the flimsy cubicles to shreds. Fumbling to his hooves, he darted blindly forward. All thought evaporated, all emotion vanished. It was just him and the bullets. Slipping over the cubicles, he wove his way through the office. Styrofoam and plastic shrapnel zipped through the air. The crack of gunfire punctuated each bullet hole.

Run, run and survive.

Ducking to his back, Pound Cake slid between two tattered walls. Bullets zipped and popped overhead, raining plaster onto his fur. He covered his head as a monitor was torn from its desk. Riddled in bullet holes, it exploded into sparks beside his face. This wasn’t happening, this wasn’t happening. Ghosts weren’t real. They were myths. In one story, they were machines. The next, demons. Changelings, phantoms... the hushed tales were only to scare foals into behaving.

And yet, one of these legends bellowed above the gunfire, and the assault ceased. Reloading their weapons, silently stalked through the cubicles, hunting him. Panting, Pound Cake peered between his hooves, ears twitching for any possible sound. He could hear them coming, their vocalized breathing harsh and cruel. Where was Scootaloo? Panicked, he rolled onto his hooves and crept forward. He couldn’t hear her, and the gunfire had ceased. Maybe she had escaped. Or maybe she was...

No. No thinking like that. Biting his lip until it drew blood, the stallion tensed on his hooves. The ghosts didn’t know where he was. It would be his only advantage. He shuffled forward, keeping his head below the walls of the cubicles and away from the glass eyes of the ghosts. No time to worry about Scoots. She would have to fend for herself. She was capable enough. He froze as the rattling breath of the ghosts grew closer. Their speech was almost comprehensible as they drew nearer.

“Clea... sync alp... primary too ho... tralize secon...” choked one of them between bursts of static from the thick, black mask fitted over its head. There was the faintest rustle from its thick combat suit riddles with pockets and mesh.

Tensing, Pound Cake’s fur went on end. Too late now. He had to escape, or he would end up a bullet-ridden corpse. He was more valuable to his sister alive rather than dead. There was a moment of silence. He made his move.

Bolting from his hiding spot, Pound Cake tore from his hiding spot. Instantly, the ghosts roared their mechanical cries. Zipping from cover to cover, Pound Cake easily outran the clunky assailants. He bobbed on his hooves, and swiftly switched direction. A single bullet popped, cutting through the styrofoam and hitting near his leg. A few more cracks of gunfire, and chipped plaster shrapnel cut at his legs. Their fire was more concentrated, precise.

Breathing hard, Pound Cake whipped around another corner, and found himself in the same room they had first come upon. There was another pop, followed by a crash. The ghosts fired through the sheets of glass in the center of the building, sending glittering cascades to the floor. Shards of glass flew about him as he hurtled through the final stretch.

Another motion caught his eye as he galloped. An orange blur streaked through the light of approaching dawn streaming through the windows. With a hurried wave of her hoof, Scootaloo darted into the doorway from where they had first entered. Sliding to a stop, Pound Cake slipped inside and slammed the door behind him. Pound Cake slid down against the door, gasping for breath. His legs trembled with adrenalin.

“What... the hell... were those damn things?” he finally spat between gasps. “Those weren’t really... ghosts?”

“They were. Now get up, we gotta move,” Scootaloo said tersely, her eyes flicking around the small room. It was bright enough to see where they were: some sort of control room covered in dials and power switches. Probably to control the ventilators and air filters outside. “How many were there?”


“In their squad? I only saw three. They’re always in squads of--”

Suddenly, there was a crunch, and the shattering of a wooden door as it was bucked inwards. Scootaloo twisted, but it was too late. Like a horrific wraith, a ghost surged forward from the doorway. Its horn flashed, and the air was split by the glint of steel. Whatever warning was rising in Scootaloo’s throat died as the ghost rammed a knife into her breast.

Scoots, no!” Pound Cake roared, bolting to his hooves. The ghost, angular black mask splattered with blood, turned his glass gaze towards him, and tore the blade free from her chest. With a gurgling gasp, Scootaloo staggered backwards and collapsed. The ghost flicked the blade menacingly.

“Citizen, do not move,” it hissed. “Comply or be--”

Pound Cake didn’t hear a word. His body felt like liquid fire. Throwing himself forward with a blind scream, he angled his hoof for the throat. A killshot, instantly crushing the windpipe. Rainbow Dash had forbidden killing. But she was the last thing on Pound Cake’s mind as he swung for the soft fabric beneath the ghost’s neck.

His blow never reached. With frightening speed, the ghost slapped away the attack like it was nothing. Pivoting on his free forehoof, Pound Cake twisted around and bucked, aiming for the head. His hooves found only air as the ghost dodged the blow. Roaring furiously, Pound Cake lashed at it with everything he had. It would pay, it would pay. His hooves were a blur, striking, pounding, beating. None of them seemed to land. The ghost dodged and evaded each strike, its eyes locked with Pound Cake’s hooves. It didn’t speak, it didn’t even breath any harder. It simply skirted around each attack with a cold, deathly precision.

Finally, Pound Cake spun and flared his wing, disorienting the ghost. Rising upwards onto his hind legs, he slammed down on the ghosts shoulders. It would’ve shattered bone and torn muscle. But instead, it was like hitting a brick wall. The ghost rose on its hind legs in return, and its forehooves clamped around Pound Cake’s like a steel vise. The glass eyes reflected Pound Cake’s sweating face.

“Citizen failure to comply. Incapacitating,” it said with a sputter of static.

Pound Cake screamed as the ghost twisted its hoof and snapped his foreleg. It was as if every nerve in his right had exploded into searing white sparks. Reeling, his scream didn’t last long as the ghost released the shattered leg from its grip and whipped its hoof into Pound Cake’s jaw. His teeth clicked, and the stallion tasted blood. Finally, the ghost released his grip. With a rapid twist, it spun and bucked him in the chest. Pound Cake felt his sternum buckle and crack, and he flew into the concrete wall with a yelp and collapsed. Gasping for air, Pound Cake felt something warm run down the side of his mouth. The impact set his ears ringing, and spots danced before his eyes. A blurred shadow stalked towards him. Pound Cake felt himself being lifted by his neck. His shattered arm hung limply, failing to resist. Again, he found himself staring into the glass eyes of the ghost.

Cold, dead eyes. Glass eyes, and through the haze of pain and grief, Pound Cake saw himself in them. The ghost released his magical grip, turning away, and Pound Cake fell to the concrete. Cringing, the stallion rolled onto his back, a cough wracking his body in another throe of pain. His matted fur felt sticky, and looking down, he found the blood wasn’t his own. Scootaloo, eyes closed, lay nearly immobile on the floor. Blood matted her orange fur, and trickled in a crimson pool around her. Her side rose and fell, almost imperceptibly.

“G-four to all, prime incapacitated, bystand one out. Awaiting your rendez-vous.”

Something hot and wrathful rose in Pound Cake’s chest. The pain in his right foreleg seemed to evaporate, and every pang of agony when he breathed disappeared. Trembling, Pound Cake staggered upright. His entire mind was blank, and his breath tasted metallic. Levelling his eyes on the rifle strapped to the ghost’s back, he leaped forward and snagged the barrel with his teeth. With a single motion, Pound Cake tore the weapon free and raised it into the air.

With a crackle of surprise, the ghost turned around. Pound Cake swung the rifle like a club and caught the ghost in the side of the head. It grunted in pain and fell to the ground. The ghost’s hooves scrambling to get upright, Pound Cake screamed as best as he could through clenched teeth and brought it down again. The ghost shouted again, its voice gargling behind the black mask. Pound Cake raised the weapon once more, and the ghost raised a hoof.

“Stop, don’t--” it cried hoarsely. The butt of the rifle shattered the glass eyes and buckled the helmet. The hoof went limp, and the horrible mechanical drone of the ghost’s voice ceased in a shrill electronic whine. Pound Cake wearily raised the weapon again, still screaming, and brought it down again. And again. And again. There was nothing but pain and rage, every blow becoming slower and weaker. Finally, Pound Cake could do no more, and the rifle fell from his teeth.

Dazed, Pound Cake reeled and fell to his haunches. There was another shot of pain in his chest, and for a dizzying moment, he thought he would throw up. He had killed a pony. He’d murdered a defenseless creature in cold blood. The world slowly righted itself in his spiralling vision, and the pain of every jagged breath began to return.

Panting hard, he staggered away from the motionless ghost and towards Scootaloo. Collapsing onto his chest, he stroked her mane with a trembling hoof. Blood was everywhere, on his hooves, on her fur, all over the concrete... why was there so much of it? She moaned slightly and her eyelids fluttered. She was still alive... but barely.

“Hold on Scoots,” Pound Cake croaked, his throat dry, “You’re gonna be just fine, you hear? Just fine.” Pound Cake bit Scootaloo’s fur at the nape of her neck and pulled her into his back with one free hoof. “You’re gonna be fine. Just hold on....”

Staggering under her weight, Pound Cake had no choice but to use his shattered leg. Each step sent another brutal flash of searing pain through his system. Limping, he pushed open the door to the balcony, blood trailing behind him. The world was blurred through the tears and sweat dripping in his eyes.

“Just fine. Hold on, damn you, hold on,” wept Pound Cake, ambling forward as mechanical voices grew behind him. “Don’t you dare do this to me.”

He felt his lame leg waver, then give out. With a cry, he collapsed onto the concrete of the balcony, Scootaloo’s limp body crumpling beside him. Pound Cake couldn’t breathe. Every gasp for air was like gulping down fire. He tried raising a hoof, a wing, anything to bring him back upright. His spent body refused. Broken, Pound Cake lay there, glazed eyes staring upwards at the clear blue sky peering down at him through the edges of the smooth white buildings.

Slowly, cautiously, the ghosts emerged from the building, rifle butts pressed to the hollows of their shoulders. They mumbled to each other in distorted vibrations as they approached their immobile prey. Their every motion seemed hazy and syrupy, drifting in the void of numbing pain as Pound Cake begged his body to move. But it was as if every cell in his body had abandoned him. The horrid black creatures grew closer, until one loomed over him. Its massive black frame blotted out what little sky there was. Glass eyes glittering, the ghost levelled its weapon to Pound Cake’s head. Unfeeling, he could only stare into the bottomless black depths of the rifle’s barrel.

Soaked in the blood of his friend and beaten beyond all hope, the stallion exhaled laboriously, and let the end come.

The weapon hung there, suspended, but remained silent. There was a sharp metallic clang. The ghost’s head cocked, and it croaked in surprise. Then, lazily, like a falling oak, the massive figure fell, an arc of blood trailing from neat hole in the side of its head. As it hit the ground, an ear-splitting crack shattered the air.

Get down!

Instantly reacting, the two other ghosts threw themselves behind cover. Slamming into the cooling units, their weapons swiveled, searching for a target. They screamed to each other in furious static. It was cut off as a small canister bounced once, twice off the walls and exploded at their hooves.

The thunderous wap of the explosion was deafening. Billowing clouds of dust swept up. Pound Cake’s ears rang, and the world seemed to float in a deafened blur. In the haze, figures lurched and fought. Gunfire flared, and bullets tore streaks in the dust. A ghost staggered from the cloud, riddled with gunshot wounds. Stumbling about, it fell to its hooves, tearing a knife from its suit. Turning fiercely, it slashed the blade diagonally. Mid-swing, the ghost jerked and stiffened, its head lolling back as a bullet tore through its forehead. He fell, and nothing moved.

As two silhouettes came emerged from the dust. Pound Cake saw their mouths move, but they made no sound as they approached him. Standing above him, the two strangers watched him as his vision swam once more. The sun bearing on him, darkness crept around the edges of his consciousness, and Pound Cake’s head felt light. Two figures mumbled something hazy and indistinct. The monotone ringing in his ears grew louder and sharper, and the world became dark as Pound Cake felt himself rising.