• Published 4th Mar 2015
  • 16,575 Views, 1,881 Comments

The Mare Who Once Lived on the Moon - MrNumbers

In a steampunk reimagining of the universe, Twilight Sparkle finds perhaps the one pony as lonely as she is. It's rather unfortunate that they're on the moon.

  • ...

The Guardian who Loves

Twilight stared sleeplessly at her bedroom enclave's ceiling, or in its direction, at least. It was dark enough that she couldn't see her own hoof in front of her face.

This was a rare night, she thought. The moon was full, and too bright to send a message. Without the slow back-and-forth she had with Luna, Twilight was filled with her usual anxieties. Only now she had significantly more to be anxious about.

Addendum to previous statement: There is nothing that riddles you with self-consciousness more than watching the intended receive your poetry word by word, letter by letter. Such intensely personal statements and feelings. The knowledge you could stop at any time... if you could live with the cowardice of doing so.

Oh, but it was agonizing.

Still, what was poetry if not the most efficient way to compress as many thoughts and feelings as possible into as few words as possible?

Fact: She had determined it was her destiny to rescue the mare she was madly crushing on from the moon, when until this year nopony could even get a clear look at the darn thing, let alone pop over for a visit and take back a princess-sized souvenir.

Fact: Nopony had worked out how to pop over to the moon for a visit and take back a princess-sized souvenir before now.

Fact: I am under house arrest, and my stringently stipulated stipend stymied. I have few resources, and fewer means to acquire more.

Fact: Some pegasus, Sergeant Sentry, had apparently flown into the laser earlier in the week while Twilight was dictating poetry – heavily edited by Rarity of course – and the surviving pegasus guards were still rather grumpy about that.

Fact: Shining Armor's solution of walking into the library, picking out a book simply titled Natural Selection, and reading it aloud at his squad had not gone over well.

Fact: I still can't sleep, so making lists is all I can really do unless I fumble for a light and try reading for a while, but that won't help, even though all this is doing is making me more anxious...

Fact: Hot air balloons don't work in the aether because there's no atmosphere. Once you got outside a certain radius, however, there wouldn't be gravity either. This at once made things much simpler and much more complicated.

Fact: It is still very dark and I can't find the matches in here and I could use my horn but that's right in my eyes so I guess no reading this is sleep time anyway.

Fact: Progress was being made to develop manned aeroplanes, though success was a decade off, at least. The principles were sound, but would be totally ineffective in the aether for the same reason balloons were.

Fact: If I'm seen going outside somepony will shoot me with a gun.

Fact: Guns propel a solid mass using forces independent of aerodynamics, comparative densities or gravity.

Fact: Cannons are big guns that shoot much larger masses...

Fact: A very big cannon could, ergo, launch a significantly larger mass...

Twilight was bolt upright now, throwing her covers off.

Fact: Fireworks. Fireworks also used gunpowder to propel themselves through the sky.

Twilight was outside her bedroom now. She didn't need to see the ladder to know where it was, force of habit was more than enough of a compass to find her way down to the ground.

Fact: The same principle can be achieved through more controllable liquid fuel propulsion, in theory.

Twilight stopped on the ladder just as her hoof was about to touch what she knew would be the floor of her library. She opened her eyes, not realizing they had been closed, and found the library bathed in moonlight. A sign? She hoped not: It revealed the floor was significantly closer than she anticipated.. She wasn't used to descending so excitedly blind.

Fact: Said fuel required oxygen to react, which didn't exist in the aether. Without it, the fuel would just be dead weight.

She almost made to carry herself back up the ladder. She started to do so, taking deep gulping breaths into her lungs, preparing her legs to haul the dead weight of her torso back up. Her lungs inflating like...

Lungs inflating...

Query: Why not bring the oxygen, too?

Back down the ladder she dropped.

Hypothesis: A vessel fired from a sufficiently large cannon would have the required velocity to breach gravity's surly bonds.[1] Said vessel could then be equipped with sufficient fuel to propel itself to the moon, and an engine designed to oxidize and exhaust the fuel in the aether without catastrophic incident. The vessel could then land on the moon, retrieve a payload, and return to Equus.

[1] A modified bathysphere, even. Designed to withstand only a single atmosphere of pressure, much lighter than their seafaring equivalents. An aether capsule. Footnotes! She needed more nested footnotes in her own thoughts, she decided.

Method: First, ask Pinkie Pie. Second, do what Pinkie says.

She was walking towards the basement where Pinkie and Spike would be, the idea that this could wait until morning simply not occurring.

She stopped though, when she heard a rustling in her pantry. Immediately Twilight pirouetted and started heading towards the nested kitchen area instead.

Late night snack of course Pinkie would be having a midnight snack brilliant a glass of milk might even help me sleep, yes, avoid the sugar anything sugar wouldn't help, ideas!, too many ideas bubbling now and what is Apple Bloom doing here?

It was at this point that Twilight had absently stumbled through the kitchen entirely – where Spike cooked and did not let Twilight in very often, lest she try experimenting with recipes again – and into the deep pantry. Very little light spilled in from the kitchen, reflecting off its white tile, and Twilight would have navigated mostly by smell. Canned food closest to the entrance so nothing overwhelmed her nose by proximity, dessert spices like cinnamon and nutmeg at the very back of the pantry dead ahead, breads and flours about a meter to the right, the smell of frosted rust to the left where the ice vault was...

Little Apple Bloom with the stock of vegetables on the central shelf dead ahead.

"Apple Bloom? What are you doing? I thought you'd gone home with your sister?"


"What happened to your voice?"


"... you're not Apple Bloom, are you?"


Twilight's thoughts focused, and the thrall of sleepiness over her was spiderwebs caught in a gale. She lit her horn, wincing slightly.

The orange – not yellow! – foal before her grinned sheepishly around a bag of flour. A bag of Twilight's flour.

"Would you believe I'm just borrowing a cup for a cake I'm baking?"

"No." Twilight deadpanned.

"Oh." The foal mumbled. Was it a filly or a colt? Hard to tell. Masculine scratchy voice indicated a foal hitting puberty, hard, but the slender form seemed to indicate filly. "Uh, so, if I put this down, can I go now?"

"I don't even know how you got in here. Didn't the guards bother you?"

Even in the pale light of Twilight's horn, the foal paled visibly. "G-guards? Lemon Drops said you lived alone!" They clapped hooves to their mouth. "I didn't say a name. You can't say I did. You can't prove anything!"

Boyish filly or girlish colt... Twilight still couldn't quite place it.

"You know who I am, yes?" She tilted her head quizzically, watching the foal's reaction. "Twilight Sparkle, Royal Advisor to the Princess herself? Now that I've introduced myself, I rather think it would be polite if you did too."

Oh, that hit a chord. White as a sheet and reflecting the cast light, like the moon far above. "Ah, uh, um–" the child stammered, "Scootaloo, ma'am." They even bowed their head respectfully.

Twilight channelled more energy into light. She could see what the child was wearing now, a tattered dark leather jacket the colour and seemingly even the texture of gravy left out to coagulate overnight, and heavy canvas pants that were probably long ago a shade of olive. Not comfortable clothing by any means, but very worn-in and practical.

Interesting. Urchins were often employed as 'guttersnakes' for home invasion purposes. A child could be pushed up into high windows or into tiny crawlspaces and drainpipes that an adult wouldn't fit through, then be sent around to unlock the house from inside to allow the more appropriately equipped adult team to loot everything not nailed down. Unless one of the adults brought a crowbar with them, in which case they'd not only take things nailed down, but probably the nails too, good money in scrap iron.

Scootaloo was not being used as a guttersnake. For one, no organized team would target a house surrounded by guards.

For another, they’d gone straight for the pantry. For basic staples, no less. Most of the books could have been fenced for a decent sum and there was a huge pile of bits by the front door that was probably unmolested. Profit came second to survival.

All this flashed like lightning in Twilight's mind, prompting her to do something that Scootaloo didn't quite expect. It started with her turning her back on the foal – something that most thieves take for granted won't happen if they're caught.

"If you're going to be baking a cake, you're going to need eggs too. I don't think you can lay them yourself... unless you're a chicken?"

That stopped Scootaloo in their tracks, which had rapidly led them to the pantry door. Twilight didn't have to turn to look, she knew the kid would give herself away at that.

"I ain't no chicken, ma'am! I'm as brave as any of the boys, make no mistake!"

Boys, not 'other' boys. Oh, thank the stars, gender neutral handles were starting to get exhausting. Her, Scootaloo was a she. A she with a very masculine, scratchy voice.

Twilight opened the ice vault, wandering inside and fishing about for a carton of eggs, throwing a pint of milk on top of that because hey, why not? Can't bake a cake without a good glug of milk.

Very scientific measurement that, glug.

"Audentes Fortuna Adiuvat," Twilight declared as she showed the curious little filly her new spoils and plunder.

Scootaloo eyed her carefully, a mouse that knows the cheese is obviously bait, the only question now is which direction the trap will spring down from. "What's that mean?"

"It's Old Equuish. Fortune favours the bold. It's something my brother says. He's Captain of Her Majesty's Guard, you know, and he's just outside right now, with a whopping big gun. Huge. Could take my head clean off, I'll tell you that much." Pause for dramatic effect, two, three; "Are you sure you're still brave?"

Scootaloo nodded fiercely.

"Well. Can't argue with that," Twilight agreed, a plan having formed firmly in her head. "Then you might be up for a challenge... no, a dare." Something about the filly reminded her of Rainbow Dash. Fortunately, the course of the last few weeks had given her a firm base of understanding of how Dash's mind worked. Enough that Twilight was fluent in a form of Dashlexia, if one will.

It seemed she was right on the money. The filly had either stopped looking for reasons to be wary or, far more likely, had simply stopped caring. Now she just looked determined.

"You're a strange one, miss, but you caught me and didn't try hiding me or throwing me to the wolves," the filly agreed, "so I reckon I'm up for a dare, yeah. What are the stakes?"

"Chocolate. A whole block of the stuff."

Ooh. Another good call, it seemed. Scootaloo practically shivered in anticipation. Then again, what kid[2] didn't love the stuff?'

[2] and Pinkie Pies of all ages, of course.

"Alright... alright, what do I gotta do?"

"What you have to do," Twilight corrected, before correcting her correction, "If you're up to it, I mean, is just sneak in here again tomorrow night. Same time, same place. And if you can do that without getting caught, the chocolate's all yours."

The filly looked surprised. "What, that's it?"


"What's the catch?"

"No catch. I just want to see if you can."

That cautious cynicism came rolling back to the fore, it seemed, and the filly unconsciously took two steps creeping back towards the pantry exit, which would have been more subtle had it not caused a moth to explode out of a patch on her pants. "You're not just going to call the guards on me, are you?"

Twilight laughed, actually laughed. "You really don't have to worry about that, no." Scootaloo remained unconvinced, so she sighed wearily instead. "If I were going to just sic the guards on you anyway, why'd I have this elaborate setup and not just call them now?"

"I don't know! Grownups are weird!"


But Twilight had one last trick up her sleeve, of course...

"Fine. I double dog dare you. Unless you're chicken?"

"Oh, it is on!" Scootaloo choked out, "but you wait right here, no cheating, 'kay? You better believe I'll be back tomorrow. " She turned to scarper—

"Wait!" Twilight dumped the eggs and milk in a brown hessian bag, slinging it over the filly's shoulder, nodding. "Okay, you're good."

Scootaloo stared at the bag, choked out the laugh of someone who had just heard the fifth 'click' of the revolver in a game of Russian roulette and passed it back to his opponent, and fled the house through the stars only knew what means.

And, tomorrow, Twilight would as well.

Oh, sure, she could have just asked the filly directly and not have had to wait, or sacrifice precious chocolate, but this way would earn her two things:

1) Proof that this wasn't just a fluke, a chance Twilight could not afford to take and

2) Trust. Something worth significantly more than its weight in cocoa solids.

The results of this little dare would be very interesting indeed...

Twilight headed back to bed, finding the right paths and ladders in an absentminded daze. She couldn't for the life of her remember why she'd come down here in the first place...

That night, Twilight dreamed of a tunnel of brass. It was dark, barely lit, but the distinctive industrial gleam of the metal shone through, like being inside the trombone in an orchestral pit.

It went straight up, though.

The tube narrowed as it went up, not wider. It also felt too hot, wet, humid. Not like a cave, no, more like a mouth. Or a gut. The digestive tract of some great mechanical monster.

This was not a nightmare.

This was not a nightmare.

She felt an overwhelming sense of purpose welling from her own core. She turned her head slightly in this dream – she was at the footplate of some great engine, inside this brass beast's bosum. She had been looking out a window, thick sealed glass. Around her, gears and knobs and levers that would give her telescope a complex, and wires and circuits she didn't understand anything about but their concept and purpose. They would take her up.

"You ready to earn your wings?" Rainbow Dash's voice called into her ear.

Someone was counting down. Applejack? A tone that defied questioning.



Rainbow was wearing a tinfoil suit with a fishbowl for a helmet. Why?

Pinkie speaking now, in a wondrous breathiness, so much like disbelief and yet as far from it as one could get.



Because the aether was a vacuum and that was where they were going. She knew this.

Rainbow Dash, but not the one beside her. This one would follow you into Hades itself without question.



"You know if you did the maths wrong on this, they're going to be scraping us off the walls, right?" Rainbow Dash laughed.

Rarity's voice, but ethereally calm and calming.



Dash stopped laughing. "You did the maths right, didn't you?"

A new voice she didn't recognize. It sounded sad, but kind.




Far in front of her, up, she could feel the heavy weight of midnight eyes staring down at her across an impossible distance. No... merely an improbable distance. She could feel them, she could feel sadness and loneliness and longing and yearning, and she could feel them boring into her and her alone. And she knew, with absolute clarity, it was not just a figment of dreamstuff — She was here, too. It happened so rarely, but sometimes they could be together in dreams.

Twilight was glad this was one that She saw.

It was Twilight herself who finished the countdown with the word that came to her with the irrefutable concrete of dream-logic; “Ignition”.

Everything exploded around her, and it was wonderful.

Twilight shot bolt upright in bed, launched from the sheets, energized. Before, she had made for the ladder in a daze, meandering through the dark. Now she made for it like a last breath.

"I remember!" she cried, gripping the sides of the ladder and not once touching a rung, daring not impede gravity, letting it accelerate her onwards.

She felt the shock of the ground hitting her, ignoring it, pushing it into her knees and popping them back up, launching for Pinkie's basement. "I remember, I remember, I remember, I-"

Pinkie's basement was cleared out, everything pushed to the side. In the center, a thick worktable was covered in crumpled blueprints. At the end a design table pressed up to it, a hunched and manic pink bob of hair covering what lay on it, frenetically twitching back and forth as more crumpled half-thoughts were added to the pile. A flexible tube ran from a steampipe in the ceiling to something buried beneath blueprints on the table, wobbling almost as ominously as Pinkie Pie herself.

At the last "I—" Pinkie's head shot up, eyes dangerously large and pupils dangerously wide. Mania!

Twilight welcomed it, actually. At least it meant they were both on the same page.

"Twilight, Twilight, Twilight!" Pinkie exclaimed, "You're back! Your idea's amazing!"

Of a completely different book, it seemed.

"Which idea, Pinkie?"

"The rocket ship one! How could you forget, you only told me like... a while ago?" Pinkie checked her wrist, nodding. "Yes, definitely a while and thirty-three seconds ago."

"I already told you?"

"Yeah, you were super excited! First you talked about a cannon to get it up into the aether, and then we talked about how to protect an aethership against the aether, and then we talked about how to power it once it's up there, and how to get it back home! But that's when you started talking about chocolate filly-colts and Spike insisted on dragging you back to bed." She gestured back at the grumpily snoozing baby dragon in front of the boiler furnace, both of them smiling faintly.

"I don't remember any of that. Especially not anything about chocolate filly-colts. That... definitely sounds like something I couldn't forget."

"I dunno! You were super out of it! Anyway, so, I thought, wow, this is so much better than a hot air balloon, and I think I got a prototype cannon down."

Pinkie Pie bounced backwards off the little wooden bench at the artist's easel, making a point to crack and loosen every joint she could in the process. Twilight couldn't help but wince. How long had she been sitting still like that?

Probably about a while and thirty-three seconds.

Not to be deterred, and very likely not knowing the meaning of the word, Pinkie flung wadded balls and crackling crumpled sheets of blueprints off the drawing table, revealing an almost molten metal volcano purring happily to itself beneath, steam fed into it through the still-ominously wobbling tube.

"I think it's built up enough pressure." Pinkie declared as she pulled out what was definitely a musket's ramrod.

"You got that off one of the soldiers, didn't you?"

"It's amazing what ponies will do for you if you ask them super nicely!" Pinkie nodded. "I promised him if he needed to shoot anypony I'd give it back."

"Of course. It's only fair."

With a quick flick of her hoof, Pinkie procured a shape analogous to a bullet for a rifle. Twilight momentarily wondered why a rifle bullet was being loaded into a musket, before remembering that this was neither musket nor rifle.

With that done, and a few rams of the ramrod to follow, and Pinkie turned to the big red button beside the volcannon. Of course, she slammed her hoof on it.


The room was a sauna. Splinters of wood and plaster rained down on the heads of two mares with necks tilted as far back as their spines would allow, blinking debris from their eyes. A thin stream of morning sunlight filtered through the steam above.

"The ceiling is a metaphor for space!" Pinkie decreed happily.

"I wish there were more of it." Twilight murmured bitterly.

"Ceiling or space?"

"Yes, exactly."

Pinkie giggled. Twilight smiled a little, as well. Her heart was racing now.

"Would it be safe, though?"

"What? No, of course not!" Pinkie snorted. "Prototypes aren't meant to be safe. If your prototype is safe, it's because it doesn't work."


"But honestly, I have no idea! I don't know much about biology," Pinkie admitted. "If we made this big enough for a pony, you'd probably be scraping jam off the bulkhead."


"Not really. Jam is a metaphor for pony splatter."

Purple temples throbbed suddenly. "I... yes. I'm aware Pinkie. I was being sarcastic. Do you think there'd be a way to reduce the impulse acceleration to make it survivable?"

"Absolutely. I'm working on exactly that right now! Just one question."


"Define 'survivable'?"

Twilight opened her mouth, about to reprimand Pinkie or make another sarcastic comment. She closed it, though, when she realized she legitimately didn't know.

"That's... actually a very good question, Pinkie." It might have just been that shaft of morning light filtering through steam catching her eyes just right but, at that moment, Twilight's eyes gleamed bright. "To which I don't have an answer. You understand what this means, right?"


"Yes Pinkie. We have science to do."

But that would come later.

Tonight, Twilight had a date with a young androgynous foal.

That... that sounded a lot more creepy than she intended.

"I don't get it," Rainbow murmured as they sat in the pantry with the lamp. They were playing Go Fish.

Yes, they were both aware it was a children's game, but there had been... extenuating circumstances.

Twilight had tried to teach Rainbow Dash Omaha-style poker, but it was a failed experiment. Or too successful. While Twilight could calculate odds like nopony's business, she couldn't get around Rainbow's poker face; With only a minimal understanding of the rules, Rainbow got equally excited by a flush or a straight as she did a pair of twos. She also had no restraint in showing this excitement.

The tipping point had been when Rainbow finally looked sullen. Twilight had pressed, and Rainbow had matched her every time insisting 'folding is for cowards'. Still, she looked downright miserable about her cards. On the river, Twilight had finally revealed her queen-high straight. She was about to rake in the chips when Rainbow miserably tossed her own hoof down.

"... Rainbow."

"Yeah, I know, you win, right?"

"Rainbow. This is a flush."

"Yeah, it's downright toilets is what it is."

"It means you won, Rainbow. Your hoof is better than mine."

"What, really? But I can't even make any pretty patterns out of this. They're all the same colour! What do you even do with that."

"Win. You win. That is what you do with a flush. Because that is what it is called."

"What? Really?"




And so now they were playing Go Fish, or Twilight would make Rainbow Dash into jam, and whether or not it would be a metaphor would be for Pinkie Pie to adjudicate later.

She was still losing of course. Rainbow had the memory of an elephant (what ho!) and Twilight had to write lists of everything for a reason, but that was okay. Twilight didn't mind losing. She just wanted to lose for the right reasons.

I suppose that says a lot about what I'm doing for Luna, doesn't it?

She shooed the errant thought away. She did not plan on losing. All she had to do was bring in a team of covert craftsponies--

With what money?

Fine. The building materials for--

With what money?

Alright. She could go out and--

Force Shining's hoof in the most horrible of circumstances.

Focus on Rainbow's question, now.

"What don't you get?"

"I mean," Rainbow called, "you... hang on, got any twos?" Twilight silently passed the card over, much to Rainbow's impish delight. "You got me for foal-wrangling duty."

"Because I honestly suspect you'd be excellent with children."

Rainbow beamed even brighter at that. "I'm an amazing role-model, right?"

"... yes. Let's go with that. Got any eights?" She'd had good luck with eights so far, no reason not to try them again.

"Nope. You already took 'em all out of the game." Okay, one good reason not to try again, but still! Twilight drew another card. A six. "But like, I mean, you got Applejack and Miss Prissy Pants—"


"That's what I said, Miss Prissy Pants. Her. They both have little sisters. So, they'd have more experience than me, right? Also, got any sixes?"

Twilight grudgingly passed the card over. "Rainbow, I suspect you're good with kids while I know for certain what theirs have done to my library . Let's... let's leave it at that for a moment."

"That bad, huh?"

"They were going to hurt my books. My precious darlings!"

"Woah. Okay."

"Can you believe that?"

"Not what I was 'woah'ing at, but sure, let's agree anyway."

"Seriously, though, this is bugging me now. How did you know I drew a six?"

"There are twelve cards left in the deck and your hoof, two kings, a queen, three sixes, a seven, an eight, two nines, and an ace. I know what I got in my hand, and I'm pretty sure you got the king and the nine 'cause of your guesses. So I mean, it's just basic maths, right?"

Twilight stared at Rainbow unblinkingly. Rainbow just stared intently at her own hoof with a tongue stuck out in thought.

Twilight leafed through the deck. Rainbow protested. "Hey, that's cheating!"

She was right. On both counts.

"Okay," Twilight breathed, putting the deck down, "so you can do all that, but you can't figure out that a flush beats a straight?"

"Wait," Rainbow murmured, ear flicking. "I hear something."

"What? Are you sure?"

"Yeah." Rainbow leaned back, actively smugging, hooves folded neatly across her chest. "I hear the sound of a sore loser."

Twilight was about to nudge something very heavy from a tall shelf onto Rainbow's head when the smirk broke, and Rainbow just shook her head instead.

"Nah, for serious though, somepony's tryin' to sneak up on you."

Sure enough, the pantry door opened just a bit, one quavering eye hiding behind it.

"Just us, kid," Rainbow announced. "A fair deal's a fair deal."

The door opened wider, Scootaloo pouting indignantly. "Deal was to see her. She didn't say anything about bringing a friend." The filly eyed their cards, too. Her head slowly raised from the cards to meet Twilight's weary gaze. "Were you... you were. You were actually playing Go Fish, weren't you?"

"Correction," Rainbow snorted, sorting through the deck and starting to shuffle it, "I am destroying at Go Fish."

Twilight barely managed to suppress the urge to whack her hoof against her face.

"Oh. Well, I guess that's okay then."

Twilight failed to suppress the urge to whack her hoof against her face.

"So, I was promised chocolate, right?"

Twilight revealed the promised block from its hiding places, holding it just out of the filly's reach.

Scootaloo jumped up once to grab it, fell rather short, grunted, and glared at Twilight.

Unfortunately, Rainbow joined her in glaring.

"Totally not okay," they both said in unison.

Oh, ye stars, there really was two of them.

Twilight rolled her eyes. "I'm giving you the chocolate anyway. I did promise. I just wanted to ask you how you got in here? Where you got in here from?"

Rainbow narrowed her eyes for a moment before leaping into the air, wrestling the chocolate bar from Twilight's magical grip. With an entirely superfluous action roll that was certainly just for show, clutching the chocolate to her chest like she was protecting a baby, Rainbow came to a stop beside Scootaloo. Dash offered her the block, still glaring at Twilight.


"Totally not cool, Twilight. You can't just welch on a deal like that and say, ‘Oh, and one more thing.’" It was at this point that Scootaloo reverentially took the chocolate from Rainbow's grip, as if it had become something more, something greater, for its time spent cradled in blue hooves. Rainbow remained oblivious to this. "Like, what, were you just going to hope she trusted you?"

"Well. Yes. I had the chocolate right there."

"Yeah! And you weren't gonna give it to her—"

"I totally was!"

"—exactly as you promised. You gotta give trust to get trust, you know?"

"Y-yeah," Scootaloo agreed, eyes wide and staring unabashed.

Rainbow remained oblivious.

"So what do you say to Scootaloo?"

"Really? Are we really doing this?"

"Say it!"

Twilight sighed, running a hoof slowly down her face. "Fine. Okay, Scootaloo, I'm sorry for betraying your trust. I just really want to know how you got in here, and I'd like to reward you significantly if you teach me."

"O-oh. Y-yeah, I guess? I guess I could do that. I mean, if it that's okay with Ms Rainbow...?"

Rainbow snorted. "'Ms' nothing. It's just Dash, squirt."

"Dash," Scootaloo whispered with an awe that Rainbow remained entirely oblivious to, in spite of it being as obvious as the nose on her face.

Admittedly, we find it much easier to focus on noses that are on other people's faces. It's rather difficult to see our own. Perhaps the analogy was more apt than intended.

"And yeah that's okay with me."

"I mean, you did give the chocolate. Kind of." Scootaloo grudgingly admitted. "And you were super nice to me last time. And you haven't totally betrayed me or anything..." The filly bit her lip in obvious indecision. "What's in it for me if I show you? The other orpha— foals, the other foals aren't going to be happy about this, I don't think."

"I... that's a good question. Dash? Any ideas?"

"Well, I have a really big knife," Rainbow said, nodding, "if you want to play with it? More like a curvy sword, I think, actually."


"What? It totally is more of a curvy sword than a knife!" Rainbow protested, not even looking away from the filly at her hooves.

Scootaloo's wide eyes glistened in the dim light. Then in a low voice filled to spilling with awe, "You are so cool."

Rainbow looked at Twilight, wiggling her eyebrows slightly. "You were totally right, I am the best with kids."

What had Twilight done?

What monster had she wrought?



"These are sewers."

"Big ones."

"This is your secret tunnel?"

"I never said secret!" Scootaloo pointed out, leading them from the front, wearing a miner's helmet far too large for her and strapped tight. She apparently left it in the sewers, otherwise it'd get in the way. "The trick is knowing how to get in and out. That we do it at all. The sewers themselves is kid's stuff."

That guttersnipes moved in the gloom of the sewers was like the existence of syphilis; common knowledge to all, but never discussed or thought about in polite company. Toshing — the art of searching through the sewers for shiny lucre — was a lucrative pastime for those inclined to it, but dangerous in a storm. Floodwaters had flushed out many who sought their fortune in the dropped coins, watches and rings that had gone for a little journey from their owners at some point.

Getting into her house from here? The filly had a point, Twilight miserably admitted to herself. There had been what amounted to a maintenance hatch in the bathroom, intended to be locked when not actively in use.

It had not been a very good lock.

A lot of houses did not have very good locks in their bathrooms, Scootaloo told Twilight. She would know, she told Twilight. She had a list of them all, she told Twilight.

It was information that, once told, could not be untold.

If these had been French sewers, perhaps fourteen pages of loving prose could have been dedicated to them. Instead they were Canterlot sewers, and so we can only speak of two:

They stunk.

If pressed for more, Twilight would elaborate.

They stunk real bad.

Rainbow Dash hovered alongside them.

Scootaloo looked up to her in both senses of the phrase. "Must be nice not having to wade through the muck with us. Wish I could fly..."

Rainbow stared at the filly quizzically. Her wings stopped beating, gliding slowly back into the ankle-deep waters – fortunately more clear than Twilight had expected sewer water to be – and fell in step beside the filly, sloshing right alongside her. She grimaced momentarily, soggy fetlocks being low on anyone's pleasant feelings priorities, but shrugged it off just as quick.

"Sorry, kiddo, that was rude of me. Shouldn't be rubbing it in your face like that."

Scootaloo shook her head emphatically. "You shouldn't have to walk through this if you don't have to!" Yes, she should! "I don't mind."

"Don't sweat it. Marshes of Zebrica are going to be a lot worse than this, anyway. This is just good practice," Rainbow lied breezily.

"You wanna go to Zebrica? Why?"

"I'm going to be an explorer! An adventurer! Sallying forth into the wild green yonder and all that rot!" Rainbow declared, clearly pronouncing each and every exclamation mark."Twilight's going to fund a big expedition for me, because she's just the bee’s knees she is, the cat's pajamas."

Twilight felt both pairs of eyes turn to her. Apparently praise from Rainbow meant far more than even chocolate. Figures.

"How much further is it?"

Rainbow nodded thoughtfully. "Good question. Where are we even going, anyway? I'm all up for an adventure, but I figure we got a destination in mind."

"The, uh, the place. It's just up ahead. It's about five hundred steps straight, then two hundred to the left." With a look back at Twilight, she shrugged a little. "Less for you because you got bigger legs."

Not far then.

Still, it wasn't a hard slog. Twilight wasn't all too unfit, especially with the workout Rarity had given her recently.

Here in the dark, awful, and reeking sewers, she'd never seen Rainbow so relaxed. She suspected Scootaloo hadn't smiled this much in a long time either.

She didn't have the heart to wish this were shorter, for either of them, no matter how many things she had to sidestep.

They emerged on a rather nondescript street. The heavy sewer cap moved aside as three soggy ponies hauled themselves out of the reeking underground.

"So, we're here. You can go now, I guess."

"What?" Rainbow protested, "No way. I wanna see your folks. Tell them what an awesome little filly they have here."

Twilight opened her mouth to protest, but it snapped shut pretty quick. They'd gotten what they needed out of Scootaloo, but it looked like Scootaloo had more that she needed from Dash.

And hey, what could it hurt?

A lot of emotions flashed across Scootaloo's face in the span of seconds. Pride, shame, embarrassment, anger, and hurt, before settling on grumpy defeat.

"I don't exactly have folks, okay?"

Rainbow looked confused by this. While Twilight had already put the pieces together, Rainbow was still... sheltered might not be the right word, but it was a good one nonetheless.

"You can't just not have folks, kid? I mean, where do you go home to at night? Where do you sleep? Who takes care of you?"

Maybe sheltered was the right word.

Scootaloo could have done many things. Run, fume, get angry, kick Rainbow Dash in the shin, cry. Of them, perhaps the least likely was to answer honestly.

But that's what she did.

"I'm kind of, sort of an orphan, okay? I mean, my parents are still probably alive, somewhere, but right now I just..." She pointed a hoof at one of the heavy brick tenements lining the street. "I kind of crash here."

"Woah," Rainbow murmured. "Heavy."


Dash instinctively reached for the pith helmet she hadn't been wearing, lowering a stubby brim that wasn't even there. Kind of just scratching her head instead. "Well, can I still meet your folks then?"

"I just told you," Scootaloo grumbled, looking briefly at Twilight, "I don't know where they are."

"Nah, not them." Rainbow shook her head, gesturing to the same tenement Scootaloo herself had pointed to, "I mean your actual family. You mentioned others, right? And you care about what they think? So they're, like, your real family, aren't they?"

Twilight and Scootaloo stared at Rainbow for a long moment, much to her discomfort.


And with that, Scootaloo had wrapped herself tight around Dash's leg, and looked for all the world like she intended on never letting go. Twilight continued to stare at Rainbow even as the pegasus eyed her back in obvious confusion.

"What?" she repeated, helplessly. "What'd I say?"

Twilight didn't know how to answer that.

"Are you the most brilliant idiot I've ever met, or the most idiotic genius?" she thought instead, being very careful not to say it out loud.

The door to the 'orphanage' burst open, and a very angry little copper-coated colt stood huffing in the archway. His newspaper-boy's hat was pulled down low over his eyes, letting the smoke from his – well, he was a bit young to be smoking, wasn't he? — cigarette pool menacingly around his brow. His tattered vest went a long way to forwarding the 'urchin' look.

It didn't fit the lilting, sad and thoughtful violin music that drifted out from behind him.

"What's all this guff? Scootaloo, you ruddy ragamuffin', git from that bloody mungo or—"

"Shuttup, Brass. She's cool."

"What? Really?" The colt now known as Brass squinted out from the doorway. "She seems like a ponce if I ever saw one." He nodded at Twilight, too, now. "And she looks like a proper starch collar."

Was colonial gear 'poncy'? Apparently so. And what was wrong with starched collars? Kept them crisp. Crisp was good!

Scootaloo finally detached herself from Dash's leg, and Twilight was certain she just imagined the popping sound. "Yeah? Well, she's the one that got us the food last night, and—"

Whatever Scootaloo was going to say was cut off by Dash drawing her kukri from its scabbard at her waist with her teeth. The shining, polished metal glinted menacingly in the light. All fell silent. She wordlessly passed the knife, more of a curvy sword really, to Scootaloo, who took it from her with the reverence of a religious artefact. The weight of it caused her head to drop much lower, though.

"I have a sword.” Dash announced, “Do you have a sword? Because I have a sword."

Brass paused and sighed. "Okay, yeah, no, I get it, she's cool." He stood aside from the doorway now, flicking his head back twice in an upside-down nod over his withers. "Well, alright, come on then, Meadowgrass baked cake, and Viola's been worried about you."

The gentle string music quivered in anticipation at that.

Rainbow Dash took the 'sword' back off Scootaloo, who bobbed right back up like a cork with the weight gone, and kerschlicked it back into its scabbard. Both made to trot up to the door, a very bemused Twilight in tow.

"Now, hang on, that's all well and good for the Colonel here," Brass jerked his head like a tic towards Rainbow as she passed by him into the tenement's foyer, "but what about the toff?"

"She got us the food."

"Which you were gunna nick anyway. She ain't cuttin' the mustard yet. I don't trust her."

Scootaloo thought for a moment. The thoughtful look was lost on Brass, because Scootaloo had well and truly passed him and Brass never took his eyes off Twilight's horn.

"Okay, remember a while back when a tinned turkey got flash fried above the library?"



"What, no foolin'?" Brass's eyes lit up with a newfound respect. "So, how's she here, then?"

"The mutton shunters apologized to her for it. She's supposed to be under house arrest right now, though, 'pparently."

Twilight's eyes widened in shock. She called past Brass into the hallway, "I didn't tell you that!"

"What, you thought I'd take you up on that dare without doing some scoutin’ first? Dumb fillies don't last long around here."


Brass nodded slowly. "Yeah, alright, death rays are pretty swell. You're in. I'll go find Matron and tell her we got company."

The winsome string music was practically allegro with excitement now. Twilight crossed over the threshold, Brass doffing his hat to the lady as she passed.

The door slammed shut behind her, and slides and latches and bolts slid home sweet home.

The tenement was... nice.

It was nice.

The wood panelling on the walls was old and the varnish was peeling. The green wallpaper was speckled in places with mould. Air hung dead in deep, stuffy pools deeper in. The furniture was obviously second hand three owners ago.

But it felt nice. The age wasn't ugly so much as... It gave off the same feeling as visiting someone's eccentric great-grandfather. The history had not been kind to it, but it left personality behind in function's wake.

And Twilight knew for a fact that an urchin around these parts could, and very often would, live a lot worse.

A walnut-wood staircase disappeared into the upper levels to her left. A parlour to her right had its wide double-doors open, revealing a warm fireplace, bookshelves with more curios and knick-knacks than books, and a light blue filly, about the same age as Scootaloo herself, standing by a corner playing a beautifully varnished violin.

There was no shortage of soft places to sit around a small, red-wood coffee table, and even a little old rocking chair to one side, but the filly seemed perfectly content to stand.

Scootaloo was already bounding up to her, leaving Dash behind to marvel at the shiny treasures scattered around the room.

Twilight followed, leaving Dash be.

Scootaloo sat beside the filly Twilight guessed was Viola – though that was definitely a violin she was playing – and rustled about in the many pockets of the jacket she was wearing.

"Hey, Viola," Twilight had guessed right, "I got some chocolate for you, if you—"

"No!" Another little filly squealed, younger than Scootaloo, "No, no, no, you promised!"

The voice belonged to a very upset little yellow-green filly, the colour of grasslands after an oppressive drought, who bounded across the room as fast as her stubby little legs would carry her. Her faded white night-dress was covered across the front by a very tattered and frayed apron, deeply stained with thousands of sauces from perhaps thousands of sources.

"Aww, Meadowgrass, let me—"

"No! There's not that much as it is, and it's almost ready." Meadowgrass insisted. She grabbed the bar of chocolate out of Scootaloo's grip. "Ooh! You warmed it up for me! Much quicker, thank you." The little filly was bouncing with excitement.

Twilight thought she ought to step in. "I did give that chocolate to Scootaloo, so—"

Meadowgrass gasped in excitement. She must have been a pegasus under the bundling, because her nightdress quivered with movement at her sides.

"Oh, it's you!" She cried, glomping herself to a very suddenly confused Twilight's leg, coughing into it as she caught her breath. "Thank you, thank you, thank you—"


"Oh! Oh, if you're here then... oh!" Then she turned tail and ran, taking the chocolate with her.

Twilight looked at Scootaloo in confusion, hoping for an explanation, to see if she was as bothered by losing her prize as she ought to be. Instead the orange foal looked concerned, taking a handkerchief from another grubby pocket and wordlessly scrubbing it against the spot of leg that Meadowflower had coughed on.

"Don't worry about me. What about the chocolate? I mean, I can just go get more..."

"It's fine." Scootaloo grimaced, putting the handkerchief back into its hiding spot. "S'not what I'm worried about."

Twilight checked her leg. There was still a few little speckles of red on it.

... oh.

Viola giggled, the violin not stopping or slowing an instant. "Meadowgrass is so silly, isn't she?"

Scootaloo's expression didn't change, but her voice was warm and kind. "Yeah, yeah she is."

Twilight decided not to push.

"You're very good, Viola. Who taught you?"

"Oh, uh, nopony," Viola stammered, a tinge of red coming to pale blue cheeks, "I sort of figured it out myself."

"So, you just read sheet music and figure it out or— Ow!" Scootaloo had kicked her in the shin, hard, and gave her a look filled with pointy daggers.

Viola just opened her eyes and looked right through Twilight, sadly. Twilight flinched at the electric eyes. They were... well. It would be easier to say they weren't.

The iris and pupils were almost as white as the whites, covered in a thin, milky sheen which was tinged blue like winter. They barely reflected the ambient light of the room. A gasp caught in Twilight's throat and died its own miserable death there.

"It's okay, Scootaloo," she muttered, "she didn't know."

Scootaloo stomped a hoof, firm. "It was still a horrible thing to ask—"

"Why?" Viola cut her off with a weak smile, tilting her ears in lieu of eye contact. "She didn't think I was blind. I think that's nice."

"Woah!" Rainbow Dash cooed, zipping across the room from the snowglobe she'd been shaking, kneeling right down in front of Viola. "Your eyes are so cool. How'd you do that?"

Viola gulped a little, the music finally stopping as the violin lowered. "C-chemical spill. At the factory I was working at. It really hurt, and now I can't see."

"Yeesh. Sucks big time," Rainbow murmured, getting really close to the filly, much to Twilight's and Scootaloo's horror. It was like watching an oncoming train come at a carriage stalled on the tracks. Scootaloo especially looked horrified, and had started poking Dash hard in the sides. She didn't seem to notice. "So, you can't see how awesome your eyes look?"

"N-no. Most ponies just think I'm, uh, I'm a freak. Or tell me they're creepy."

"Pfft. Just because you can't see? I mean, I can't play the violin and you can, do you think I'm a freak for that?"


"Well, there you go," Rainbow finished simply. "Simple as that. And I'll beat up anypony who says otherwise."

Viola giggled at that, genuinely. "Brass already does that for me."

Rainbow nodded, then hesitated, then; "Okay, so I just nodded. Yeah, Brass sounds like good ponies."

Viola giggled again. "Well, yes. He can be. But I'd rather watch my pockets around him." The warning was intoned as seriously as the little girl could, but Twilight imagined she had a hard time keeping a straight face.

Oh, now, that got Dash's attention. "Woah, he knows how to pick pockets? Man, I always wanted to learn— okay, you wait right here, I gotta go ask him something real quick!"

And with that she was off like a shot. Even Scootaloo looked as confused as Twilight felt. "What just happened?"

Viola giggled again, like the tinkling of silver bells. "She's a strange one, isn't she?" the blind violin-playing orphan mused. The irony was not lost on Twilight. "I think I like her though."

"I think I do too," Twilight agreed.

Meadowgrass bolted in as fast as her little legs could carry her. She tried to stop about halfway into the not-small not-big room and skidded across the wooden floor for her troubles, spinning around a full rotation before finally coming to rest on her butt right at Scootaloo, Viola, and Twilight's hooves in the corner.

She looked at Twilight with big, bulging eyes bugging out of their sockets, but instead whispered something into Scootaloo's ear. The brash little filly huffed a sigh.

"Really? Everybody?"

Meadowgrass nodded rapidly, updownupdownupdownupdown—

"But there won't be enough!" Scootaloo's complaint took on high pitched, nasal tones. It reminded Twilight, almost for the first time, how immature these kids really could be. A hard life might have made them grow up fast, but they were still kids, weren't they?

"There'll be enough," Meadowgrass whispered, just before tearing back out of the room again. Scootaloo watched after her miserably.

"Okay. Yeah, I'll... you wait here, Egghead." Twilight gave her a stern, unimpressed look. "Uh, sorry, Ms Egghead."

"Twilight Sparkle."

"Oh. Right, sorry, I forgot. Rainbow Dash just keeps calling you that. I forgot it wasn't your name."

Grit teeth. Don't snap. Don't scold. Nopony's fault. Well, Rainbow's, but if I start blaming her for this there are so many, worse things that I've let slide...

"Just Twilight will be fine, Scootaloo."

"Sorry," Scootaloo intoned again, gravely. A sign of respect? Couldn't be. Still, she took off too, out through a side door, a single-width door, at this side of the room rather than the double doors on the other, where they'd come in.

Twilight hadn't even noticed the door on this side. It had been obscured by a bookshelf since coming in, and after that... strange, how obvious things can be hidden by simply being in places you wouldn't think to look.

Viola seemed very confused. "Do you know what that was about?"


"Oh." A long silence. "Uh, Twilight, yes? You're the mare who owns the library, aren't you?"

"Well, yes, I suppose. I own a library, but not the public one. I don't loan books out."

Viola paled significantly. "Oh, dear."


"N-nothing." She shook herself a bit, but without the self awareness of... well, she shook herself like Pinkie Pie would. Closing her eyes again, shutting them tight, "Can you read, then?"

Twilight snorted. "You could definitely say that, yes."

Viola's smile rose like a dawning sun. "Oh! Oh! Would you please read to me, then?" She blushed, and the violin's bow brushed against the strings again. The filly didn't even seem to realize she was doing it, but a bright, major chord sprung from the instrument like joy itself. A few quick, excitable notes bubbled and welled from it in the same key. "I like books, but..." She trailed off. The implied meaning rather weighed heavily on the absence of words. "Brass sometimes reads to me, but he's not very good at it. He gets very frustrated, and that's not fun at all. And Slide Rule can read really well, but he doesn't want to do it."

"Doesn't want to read?" Twilight repeated, bewildered. Is such... was such a thing possible?

"He thinks it makes him look like a ponce." Viola nodded sadly, the tone of the notes changing to something sad and sombre.

Erk. Hack. Grargh. Grit teeth.

"What about Scootaloo? Or any of the others?"

Viola thought for a bit, the minor key thrumming a bit more with energy. Thinking music? "Well, there's Cap'n. He reads really well, and he even does the voices! But... it hurts for him." A single long, keening, miserable note. "But he doesn't think I know, and he's very brave about it. But he's also so busy... And Scootaloo..." The filly's ears pitched high, swivelling around a bit. The blind equivalent of looking around? "She can't read. And neither can Meadowgrass or Flatcap."

Erk. Grack. Glargh.

Twilight processed this very, very quickly. And came up with a very immediate, obvious, and inescapable conclusion.

"Of course I can read for you," she said, smiling warmly with her voice, "I'll even do the voices, if you want."

"I do rather like that." Viola nodded slowly, but no less emphatically for it. "Even if it's just until the others come back."

Twilight thought about that, too, for a moment. "Well, we want something short and sweet, then, don't we?"

"If something comes to mind? We have a lot of books, I think."

They didn't, but to such poor children, an absolute treasure trove. Books weren't cheap, but they burned hot and quick in the winter if you could get your hooves on them. Decent to get a larger fire going. Heresy, of course.

"Well, how about poetry? Do you know any poems?"

Viola shook her head.

Twilight smiled softly. "I was dreadful at it, until recently. But I'm rather proud of this one... This is a poem sent by a very lonely filly who fell in love with the moon."

"That sounds absolutely absurd," Viola snorted.

Still, Twilight smiled. "It is a bit, isn't it?"

Twilight hummed out her words, and as she hummed that little violin picked up again, seemed to find the chords, seemed to pluck a melody from the words. It felt... it felt more complete for it, the words. If only there were a way she could send music through the aether, through that vacuummous void...

Perhaps a rocket ship could find some room for a little wind-up record player...

She finished, and as she did Viola's last little note quavered and died in the still air, a slow and dramatic death worthy of a thespian.

The little light blue filly looked thoughtful then. She began to speak—

Too late, the double-doors burst open again, and a decidedly triumphant Meadowgrass strode in, placing a freshly baked cake, a hot cake covered thick in chocolate icing, on that red-wood coffee table, flanked on one side by Rainbow Dash, Scootaloo and Brass, and on the other a trio of ponies Twilight hadn't met yet.

One, small, and the brown of burlap in the spots where he wasn't covered in soot and grease. A closer look revealed he was wearing a boiler suit almost the same shade as his fur, and it was hard to tell where the pony ended and the overalls began. His flatcap, however, ah, that was immaculate.

Another was greasy in a completely different way. Larger, taller even than Brass, but much less stock, he wore a thick ratskin, and moved in it like he was rather proud of the cheap, scrappy leather. His hair, too, was slicked and tugged and pulled into a style that stole heavily from a decade that hadn't happened yet. His eyes, though, gleamed with the steel glint of a sharpness behind them.

But it was the third that most caught her. She guessed this would be the Cap'n that Viola had mentioned before, because what else could he be? Pegleg and an eyepatch on a foal so young... He moved with more confidence than Brass, he had as much sharpness the greasy pony had in both his eyes in one — who knew how much more the eyepatch covered? — but ultimately a kind, warm smile that told you everything would be alright.

A proficient liar, then.

All had gathered for the sumptuous feast. As soon as the cake hit table, the kids had started to circle it like sharks. Well. If only sharks could look so hungry and vicious.

"Woah, hey, hold on," Rainbow called with her Big Serious Grownup voice, the one she used when trying to calm Pinkie down after something upset her. "We gotta cut this up, right? Nice and fair."

"Ms Twilight gets the first piece!" Meadowgrass declared emphatically. Brass groaned, but Scootaloo and the Cap'n thumped him on a shoulder from either side, simultaneously. Meadowgrass slunk up to Twilight, looking up at her with the same awe as before. "Thank you very much, Ms Twilight."

"What for?"

"For the ingredients! I thought we'd be lucky to get flour, but you gave us milk and eggs and stuff! I haven't been able to bake a whole cake in ages!"

"They're all very grateful," a very gentle voice announced. "It can be very hard for them to trust ponies. It's always nice to have that trust returned."

"Oh, yeah, I found Matron." Brass muttered lamely.

Matron was a lot younger than Twilight expected. In fact, she was barely older than Twilight herself, probably a year or so at the most. That was until Twilight saw her deep green eyes and could see within them a creature that had aged far beyond the vessel that carried it.

The vessel itself, though, was beautiful. Her mane was cascading pink silk strands waterfalled around a gentle face and those infinitely kind eyes, and eyelashes that would make Rarity weep. Her dress seemed to be composed of clothes and fabric scraps with their own lineage and family trees, all stitched together to form some new, cohesive whole.

Something appeared to click in her head, though, and Matron flinched from within herself a brief moment. "How rude of me, I'm sorry, we don't usually have guests. I should introduce myself properly. To the children I'm Matron, but you may call me Fluttershy. If you want, I mean."

Meadowgrass was still smiling up at her, now offering a slice of cake – vanilla, it seemed, underneath the chocolate icing – which Twilight graciously took from her. The filly practically exploded with delight when Twilight curtsied most properly.

"Thank you for your hospitality, Lady Meadowgrass," Twilight declared in her Formal Court Voice, "and to you as well, Matron Fluttershy."

Fluttershy blushed, hiding behind her mane. "The pleasure is all ours, Lady Twilight."

Scootaloo gagged. Rainbow snorted. "Nothing wrong with fancy girly stuff every now and again, kid. Most ladylike girly fru-fru pony I ever met could kick my flank up and down the street in a fair fight."

There was no false humility to that. Rainbow Dash might have been a master of Queensbury rules, but Rarity was more than happy to show her the efficacy of Eastern Boxing – a martial artform, she had insisted – in exchange for... had Rainbow challenged her in a fit of bravado, had Rarity asked for her to sit still for a fitting, or had she simply goaded Rainbow into a fight so she could get her into a dress?

All were distressingly likely.

Cap'n, though, was watching Meadowgrass carefully. He whispered something into Brass Tack's ear, causing the thug to jump to attention. The colt looped around the table, bumping past Twilight wordlessly, pressing into her as he hurried past to Meadowgrass.

It was Cap'n who spoke. "Hey, Meadowgrass, why don't you let Lady Twilight serve the cake? You worked so hard to bake it, after all."

The filly looked horrified. "Oh, no, I can do— I can do—" something had caught in her throat. Just before she could hack it up, Brass had a hoof to her mouth as gentle as a butterfly, holding a handkerchief in front of it. It came back spattered with red.

It was also definitely Twilight's handkerchief that he had used. Twilight made eye contact with Fluttershy momentarily. 'Matron' had paled, but said nothing.

She saw, but said nothing.

Twilight smiled at Meadowgrass even as she mentally grit her teeth. "It's okay, Miss Meadowgrass. You've been a very gracious host. Let me be a respectful guest."

And with that her magic neatly cut the cake into equal portions. One for Meadowgrass, Matron, Brass – even if he did owe her a new handkerchief – Cap'n, the colt in the flatcap, the greaser, Viola, Scootaloo and Rainbow Dash. Ten slices in total, including her own.

It was a fair-sized cake, but it wasn't much for ten hungry ponies. Still, each one took their slice as gratefully and graciously as possible. Brass and the pony in the flat cap looked most impressed by the display of magical prowess. Good, because it'd taken a lot out of Twilight.

Twilight looked at Matron levelly. "May I speak with you a moment, Matron Fluttershy? Let the foals have their cake."

Rainbow glared at Twilight around a mouthful of cake. "Hey!" she protested, spraying crumbs.

Twilight did not correct herself.

Fluttershy gulped, looking for all the world as terrified. "Certainly, Lady Twilight. Children, play nice while I talk to our guest, please. And no eavesdropping. Cap'n, I'm trusting you to keep Brass and Slide in line, okay?"

Brass and the greaser pony, Sliding Rule apparently, snickered even as the teenage pony saluted seriously. Rainbow looked him up and down carefully.

"Hey, so, you're kind of like a pirate, right?"

Twilight grit her teeth, ready to step in. Don't... don't make light of a child's deformities. Even if you've been thinking it, you don't say it. How is this a hard thing to understand?

"Pretty much, yeah." The Cap'n agreed levelly. Very even tones, he seemed to be weighing how to feel based on the follow up.

Rainbow nodded. "That's pretty cool. Eyepatch, pegleg. But you know what you need?" Here she unsheathed her khukri. "A proper cutlass. "

Cap'n's eye widened as Rainbow gifted him the sword in as casual a manner as he could. Suddenly Brass and Sliding stopped snickering.

The pirate pony grinned around the 'sword' earnestly. Tucked it beneath his good foreleg a moment as he looked at Scootaloo. "She's a pretty alright sort, ain't she?"

Scootaloo beamed the radiant smile of a foal who had got approval from their 'awesome' sibling as Twilight took Fluttershy to the next room.

"I think your.... wards have been stealing from me," she said simply as soon as the door had closed behind them.

"Oh, yes. For quite a while now. We really appreciate your charity," Fluttershy spoke earnestly.

Twilight blinked. "I... it's not charity if I don't know about it."

"Well. We appreciate it nonetheless."

"Right then, Brass stole a handkerchief from me right under your nose, and you said nothing."

"It seemed he needed it more than you. I'm sure he's very sorry about it, though." A simple answer, as honest as Applejack.

This mare baffled Twilight. "Why? Doesn't the Princess give you a stipend? Surely you're a registered orphanage?"

Fluttershy nodded. "Of course. Which is how I can afford the building. Food and clothing and niceties..." She shrugged a little. "We get where we can."

Twilight grit teeth again. The world wasn't that simple. Ends do not justify means. This wasn't an orphanage, then, just a den of thieves with a kindly innocent little mare wrapped around their hooves. "Why don't they look for honest work, then? There's plenty of work for foals—"

"Which is exactly why they are here, Lady Twilight," Fluttershy said kindly, but with an edge of ice. "This is an orphanage for foals who have been bereaved by industrial accidents and incidents."

"All their parents...?"

"Are probably quite alive and well, I have been assured," Fluttershy nodded. "No, the foals themselves have been bereaved by them. While the Captain and Viola are the more obvious, each and every foal here has been grievously harmed doing 'honest' work."



"Scootaloo seemed healthy enough for an earth pony filly..."

"It may shock you to learn that she is, in fact, a pegasus," Fluttershy reprimanded. "Her parents decided they couldn't afford her when she lost her job at a textile mill. Little wings are so good at fixing stuck bobbins, so long as they're quick. Tell me, how do you think a foal would lose a job like that?"



Fluttershy blinked, the coldness in her eyes, in her stance, melting immediately. She hid back behind her mane. "Oh, I'm dreadfully sorry to have snapped at you like that." It wasn't even snapping... "It's not your fault. You didn't know. I'm sure Scootaloo would be very upset if she knew I had guilted you like that. It's not my place to tell."

It sort of is...

"I'm... I'm very sorry."

Fluttershy smiled wryly. There was no happiness in it. It was the smile one makes when marvelling at how few reasons they have to be smiling, and yet here they stand, regardless. "Please, don't be. You were very charitable when the opportunity presented itself. Scootaloo might not have the best life here, but it's much better than the one she would have gotten in a dungeon."

Charitable, she said. Not quite.


"... What if the foals worked for me?"

Fluttershy blinked. "Excuse me?"

"They can't – shouldn't – go back to what got them here. But they shouldn't be resorting to the streets either."

"No," Fluttershy agreed. "It's no place for us. But we do what we have to."

Us? Her, a thief too? Dwell on it later.

"I'm about to engage in an unrivalled scientific exercise. And I need skilled hooves. I also have to do this entirely in secret, so I need somepony quiet. Someponies who won't be noticed. I have a feeling you fit that category."

"Too well," Fluttershy agreed. "But I will not let these ponies get hurt—"

"All of them. I'd need all of them. Which means your constant supervision."

Fluttershy grimaced. "I see. I take it you'd be paying standard rates? It's not much. It might be enough, but—"

Twilight shook her head. "No. I'm afraid my own stipend has been cut. All bits I have will have to go to the project itself."

Fluttershy's grimace sank deeper, but there was a curiosity to it. "I don't think you're trying to get me to agree to this out of the goodness of my heart, Ms Sparkle? Others have tried to recruit the younger ones on the promise of redemption through good hard work, and that idle hooves are Tartarus's playthings. But you seem more practical than that."

If Twilight was anything, it'd be practical.

"I have plenty of food, if that's an issue. And for clothing, an excellent seamstress who's currently between careers at the moment."

"Was she the one who—"

"Yes, she is the one who set fire to the court."

"Oh." Fluttershy allowed herself a weak smile a moment. "Good. I would very much like to meet her."

"I suspect you two will get along like a courtroom on fire, yes."



"There's more, isn't there?" Fluttershy pointed out. "I don't mean to be presumptuous, but you did sound an awful lot like you were in the middle of a thought."

"Well. Yes. I'd like to pay them in education as well. Reading, writing and arithmetic. Apparently they've been borrowing books from my library for quite a while now."

"Again, thank you for your charity." Sincere, honest. Bizarre.

"You are, retroactively, welcome. But Viola has told me what the current situation is. I'd like to help. Your foals obviously have a lot of trade experience behind them – and I suspect they've learned a lot from other's mistakes as well – and I'd like to make sure they have a future as well as a past."

Fluttershy looked at her oddly. "You're a rather naive one, aren't you, Ms Sparkle?"



"It all sounds very well and good on paper. But they'd be taking an awful risk. And maybe they don't want to be educated?" What? How could they— Impossible! Education was— "There. See, that look in your eyes. You don't believe me. I'm very sorry, Ms Sparkle, but not all are drawn to," and this she scoffed, "the irrefutable beauty of truth. I take it you genuinely believe you're helping all of equinity with your research?"

"Of course! Knowledge is—"

"Not putting food on a starving child's table, no. Your telescope alone, all those precise instruments in it... How many bits did you sink into that project?"

The number had commas in it, yes. But—

"Exactly. Enough to feed these children from diapers to adulthood, and then some. How has that helped these children?"

But science...

Fluttershy shook her head. "I'll consider it, Miss Sparkle—" No more 'Ms' or 'Lady', "—but I think you have an awful lot of thinking to do. The truth is, you need me right now a lot more than I need you, don't you?"


"Your friend seems nice, though. She's welcome to come back whenever she wishes. She's very pleasant company, and the children have taken quite a liking to her. It would be nice to have a positive influence around for them."

Very barbed words indeed. The implication was very self-evident: This was an invitation for one.

Twilight was furious now. What did this mare know of naive? What did she know of her sheltered world? She was thinking too small scale! Didn't she see... how could she not see... what Twilight was offering...

A very cold thought struck her.

Was this what Bright Spark thought when he put Pinkie behind the chalkboards? Is this how he thought? Is this why he thought?

It made far too much sense.

Suddenly she felt very ill.

"Sorry," she said weakly. The glare of Matron wavered a little.

"I know. I'm sorry," she whispered. "But... I'll consider your offer. It was made from a genuine place, and in truth, it might be very good for them. For us. But..." She gulped. "Okay. I'll think about this. I think you need to come with me right now, though. Meadowgrass's legs will have just given out, and the child you know as the Captain is about to tell us that they've taken her to bed. I think she'll need a lullaby to fall asleep. You come with me, Ms Sparkle, and think about what you're offering."

What? What?


The doors opened, a very concerned looking 'pirate' holding them, panting. "Matron—"

"Hush, I know. Come now, Mirth, take us to her."

Twilight stood beside Meadowgrass's bedside. The filly gave what could pass for a grateful look, in the circumstances.

Another cough wracked her frail body, and her trembling hooves no longer had the strength to clutch the edge of their blanket. Twilight wiped spittle from her face and hid the hoof that came away scarlet.

Fluttershy stood beside Twilight, smiling gently and kindly. She had leaned in to nuzzle the child's cheek a few long seconds before the wretched cough, pulling herself out of the line of fire. It was a calculated move, so the child would not see her flinch. Now Fluttershy was the loving protector, the watchful guardian, and she would guide this child safely into dreams.

A crystal voice rang true from the mare's impossibly gentle form, a Hearth’s Warming choir and a funeral procession having collided into a single entity.

"Hush now, quiet now, it's time to lay your sleepy head; hush now, quiet now, it's time to go to bed."

Meadowgrass, only hours before having jumped excitedly at the chance to give Twilight a slice of cake, began closing bloodshot eyes, eyes that had become far too weary for fear.

"Drifting off to sleep, let's put this day behind you; drifting off to sleep, and may the light now guide you."

Those weren't the right lyrics. Those weren't the right lyrics. Twilight's heart twitched and jumped inside, a sensation of leaping from her own skin even when she felt rooted to the spot. Coldness clogged her pores, as if even the dread-sweat itself were cringing from the scene.

The little green urchin girl sighed her last breath, her lungs too tired to catch what was now forever lost to her. Her eyes hadn't closed, but what light remained had died with her. Twilight watched in stunned fascination.

Fluttershy stood between the urchin and her other wards — They could not see, because they could not see.

"Let Meadowgrass get her rest," Fluttershy urged, nodding gently to the others, "the doctors will be here soon."

There were fleeting last looks, tears, trembling amongst the crowded urchins... but they followed the guidance of the yellow mare with the flowing pink mane, because that was all that was left to them.

"Meadowgrass... she’s not breathing," Twilight whispered after Fluttershy had emptied the room.

"Yes. I know." Fluttershy sighed, a simple breath impossibly laden with thick melancholy, a sound that darkened the air itself.

Twilight flinched. She had suspected, known even, but to hear it said so bluntly... "You know? But you said—"

"There is a doctor coming. The mortician. I've known for hours, and called on him. He has made arrangements."

"For hours? Then why didn't you take her to a hospital?"

Fluttershy chuckled at that, but it was a dull, humorless laugh, bitter chimes of self-loathing and recrimination from a heavy lead bell. "Do you know how many bits a physician costs? Far more than I could spend."

Twilight felt desperate now, like a caged animal lashing out at the one mare who let this happen, who watched this happen, who caused Meadowgrass’s death. Fluttershy, who had not intervened, who murdered a child by neglecting it, by doing nothing but sing it to sleep, having known hours in advance that she would die, and still doing nothing, no doctors or surgeons or medics, just cradling the filly, a bed for her friends to watch her die in, to die in—

Fluttershy watched Twilight carefully, evenly. "If it would have done Meadowgrass one single sliver of good, if there had been any chance of recovery, every last bit I had would have gone to making that child well. I would have gone hungry for a month to afford whatever care she needed. No replacing the clothes I wore, no matter how tattered, if it would have helped Meadowgrass now. I would have worked nights back to back, no matter how much it hurt me to do so.”

Fluttershy’s eyes flashed steel. She shook her head not with sadness, but with finality. "You develop an eye for this. For each child, their chances, their outcomes... their time left. You can't do this for so long and not come to see that, not without being blind, and a blind caretaker is as useless to these foals as no caretaker." Fluttershy was firm and resolute on this. She was not yelling, she had not raised her voice above a whisper, but her position would be known, come inferno or storm.

Twilight was filled with... nausea. Repulsion. Horror. It was misdirected, she knew, but it was aimed at this mare, at this spectre, at this ghoul and grim reaperess who would watch children die and do nothing! "How could you?!" Twilight screamed, repulsed now at the hysteria in her own voice. "How could you do nothing but... nothing but..."

"I could see that child was dead the moment she came through my door, and all I could do was make her last days comfortable, happy and surrounded by those who loved her. Thank you, as well, for that."

Nothing but watch. Could do nothing but watch. Just watch and wait and smile and sing and smile and hide and lie and care and love and love and sing and smile and watch and and andandand—

Fluttershy hugged Twilight as she let out one long, low whimpering whine, childish and beastial. Pulled her in tight, let the tears soak into her precious pink mane, the one thing that was clean and radiant left to the mare. Even those eyes, those beautiful eyes, were too haggard and weary now.

Twilight had just watched a child die. Watched a child she had curtsied to hours before, die.

Twilight had just watched a small, innocent child die. She had just watched a child die in front of her very eyes and been helpless to stop it. Was this how their guardian felt all the time? Surely it would be impossible to get used to this, to keep seeing this and just... endure.

She wasn't a sandstone mare, like Pinkie. Sandstone crumbled to the drip, drip, drip of water over time. Canyons were carved from stone by that slow and steady and infinite dripping.

The parts of Twilight that were her empathy and her equinity just weeped helplessly and their eyes leaked all over this mare's withers and she sobbed helplessly into her chest and a calm yellow hoof just patted her back with a gentle and patient rhythm... as a compartment of her mind that was as cold, resolute and sterile as alchemist's iron simply reflected.

This mare was a stalagmite, that lucid part thought. Each drip that should have worn her down just built on this foundation and added to it, raising her higher and higher each time.

It was no coincidence that the dripping water that built the stalagmite was so chemically similar to teardrops.

That last lucid part played a dispassionate observer so that the rest of her was allowed to feel. That lucid part felt as dead as the cooling urchin child beneath the blankets beside her.

"The younger ones don't know,” the mare softly whispered. “It's better that way. The older ones, like Brass and Mirth, do. They don't think I know that they know, but I do." Twilight felt it rather than saw it, but Fluttershy smiled winsomely and wry. If it were the other kind of rye, Twilight would surely ferment it into a strong whiskey, just so she might offer the mare a drink. Somehow, she knew the fallen angel would turn it down anyway. Twilight could not say she would as well.

"They're just careful not to tell the younger ones either. It's their gift to their juniors, just like what small peace I can offer is my gift to them. If it's the only comfort I can offer them, what cost is a few more sleepless nights?"

Twilight sniffled miserably on the mare supporting her, her nose a broken faucet running over yellow withers, but the shoulder’s owner didn't seem to notice or mind.

"Long dark night, morning frost," Fluttershy sang soothingly into Twilight's ear, melancholia impacting upon Twilight heavily, physically, in her heart and her gut and her head and her chest, "I'm still here. But all is lost."

Each tear became slower to fall, held her eyelids shut a second longer each time.

Fluttershy sighed against her. "Do you see, now, why I called you naive for wanting to pay me in futures?"

Twilight snuffled miserably.

“I will think about it, though. You should probably go home, for now, Lady Sparkle.”

It was a suggestion Twilight followed without hesitation, leaving the room silently on wobbly legs.

Twilight went and found Dash downstairs. Ended up finding the pegasus in the parlour listening to Viola. She didn’t tell her what happened. She didn’t say anything.

Rainbow did. “Woah. You alright, Boss? You look like death warmed up.”

Dash caught Twilight with her side as she collapsed, sobbing.

“Woah, uh, something I said? Ponyfeathers. Sorry, Viola, I think I gotta take the egghead back to base. We’ll have to keep working on my themesong some other time, ‘kay? But you better believe we’re coming back.”

“Oh. That would be nice. Thank you, Ms Dash.”

“Pleasures all mine, kid. Come on, Twi, work with me here, you’re sorta heavy. I’m not going to have to drag you the whole way, am I?

It didn’t end up being the whole way. But there weren’t many moments where Twilight wasn’t pressed to Rainbow’s side in some way, leaning on her for support, on the long walk back home through the sewers.

If Rainbow had a problem, if she got tired, if she resented the unicorn for it for even a moment, she never said a word of it the whole journey back.

The walk was silent but for the splashing of shallow water at their hoof falls.

They finally got to the library’s address, in a way, from the bottom. A short ladder up some pipes kept Rainbow pressed up behind her, helping push the unicorn ever upwards. They got to the hatch back into the solitude and sanctum of the Library, one last portal to a world of books that would help her through this.

Twilight opened the portal and stepped right into the muzzle of a loaded musket, held steady between her eyes by her brother.

Shining Armour looked like she felt. The difference was that only one of them was aiming a gun.

“How could you, Twilight?” he whispered. “Why did you have to make me choose between you and my family?”

Author's Note:

I'm not dead yet. Only took me six months or so. I've been busy, okay?

Huge shoutouts to Cory Doctorow for his short story "A Clockwork Fagin" and to John Darnielle for the lyrics I blatantly steal from "Cry For Judas" at the end.

And we're getting so very close to the end, too...