• Published 20th Oct 2015
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Marionettes - Godzillawolf



Have you ever felt somepony was watching you? That somepony wanted to take away all you've done and make you a marionette on strings?

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The Puppeteer Part 3

=Megaman Cartoon Opening (Instrumental)=

As the Marionettes stood ready to join the fray, Mecha Radiant Hope ran out, sliding to a stop next to them and looking around like an excited five year old.

“Why did we bring her?” Sunset muttered, giving a concerned look.

“It's either this, leaving her in a lab in a base that's probably going to end up exploding knowing our luck, or letting her roam the countryside with no supervision,” Twilight muttered back with a sigh. “At least here there's plenty of ponies to watch her and she can be a medic.”

“The Marionettes?!” one of the agents asked, taking a step back.

“Who's that sea pony?” asked another one, cocking his head.

“Who's that mermare?!” asked another agent in surprise.

“Is...Is that Sunset Shimmer?!” asked another, eyes wide. “Is she an alicorn?!

Sunset blushed a little at the fact that last one seemed to get more attention than she wished it would have. “Ignore me! This isn't about me!”

“Yee-haw! They did it!” Applejack yelled, taking her hat off and swinging it around. “Way tah go!” she announced, the rest of the attackers cheering. Applejack then blinked, the oddness of her of all ponies cheery for the Flim Flam Brothers showing up not lost on her.

Rarity's eyes met Suri's and both gave each other a very awkward smile.

Rainbow Dash looked to her former bullies, but said nothing.

“Yay...” cheered Fluttershy in her normal way as she gave a smile to Iron Will.

Spitfire looked to Shining Armor. “Just so we're clear, those are the 'living robots' we're here to save, right?”

Shining Armor nodded.

“Alright then...”

“So. You had not one, but two groups other already in Moirai,” Masquerade stated as she slowly turned, without a hint of shock, surprise, or anger. “Hello, G4T01. I should have known you were one of the ones causing trouble.”

Trixie nodded, smirking. “It is Trixie's forte to be a gigantic pain in her enemy's flank, is it not?” she asked, looking over the room. If one could call it that anymore, given the damage it'd received. Both sides had stopped their offensives when the Marionettes had arrived, but from the looks of it had become stalemated. “Listen, Stallions in Black! The one and only Trixie gives you one warning!” the azure android announced, pointing to them dramatically. Close inspection of her leg would reveal a small incision made around her ankle, exposing a strip of mithril. “We Marionettes are walking out of here! We will be as free as anypony! And if you wish to stop us, we will go through you to do it! Surrender now!” she announced, the group jumping as she set off several fireworks explosions behind them for effect. “Let Trixie's people go!”

Twilight trotted over to Mecha Radiant, who was quite startled by the explosion. “Radiant, can you please go over into the nice balloon fort and start healing ponies? As far back against the wall as you can get, okay? But don't heal any of the ponies with black suits on, okay?” she asked.

The newborn android cocked her head. “Why?”

“Because they're bad ponies doing bad things, we need to arrest them before you can heal them, okay?” Twilight asked, in as calm a voice as she could manage. “Stay away from them, they're mean.”

“Okay!...What's arrest?”

“When you put bad ponies in jail so they can't hurt anypony.”

“Oh...okay!” the newborn android replied, galloping off like a school filly and practically jumping over the balloon fort's walls.

“You will not,” replied Masquerade, still as a statue and doll-like eyes directly on Trixie. “You are our property. And until we decide you are not, you will remain it. That is your role and purpose. No more, no less.”

The remaining Stallions on her side had sworn to be resolute to their leader's cause, and they kept their word. None of them budged.

Trixie gave a smirk. “Alright then. Trixie warned you. If you will not let her family go, Trixie will make you! Father, care to do the honors?”

“Oh! Right!” Bright Future said, clearing his throat. “G4T01: Access Code-”

“Father, you're a scientist!” the android interjected, then gave a smile. “She knows you can do it bigger.”

“Hehe...you're right...” Bright Future replied, giving a blush before putting his suit to do an over the top pose. “G4T01! Access Code 777! Initialize Apotheosis Protocol!”

“I see,” Masquerade said without hesitation, launching several magic gears at the android. Her remaining loyal unicorn agents all opened fire along with her. Before they could reach their target, Twilight, Starlight, and Sunset put up a shield and blocked the assault.

=Unmei no hi – Tamashii vs Tamashii – Dragonball Z=

Trixie's eyes suddenly lit up bright blue.

VOICE RECOGNITION ACCEPTED.

“I thought all her failsafes were fried...” Sunset pointed out as they shielded her.

“Not a failsafe,” Bright Future replied. “It's a protocol, one only ever installed in her.”

“LIMITORS RELEASED. APOTHEOSIS.EXE FULLY ONLINE.”

The additional hydraulics in her legs sprung unlocked with an audible clank. “Let's make this showy, shall we?!” Trixie yelled as she jumped high into the air using the additional strength, throwing her cape out and letting it flow, revealing each leg had a thin incision around the ankle to expose mithril, the same true with her neck. She then used her magic to create a sparkling effect around her just for show.

“BEGINNING PROPORTIONAL ADJUSTMENTS.”

Trixie threw her front legs out with a flourish, an audible clank accompanying telescoping parts extending and increasing the length of each leg to match Twilight's Alicorn proportions. She put her hind legs close together and allowed the same to happen. With each, the extension caused the careful incisions to reveal more metal, giving the impression of bracelets rather than simply exposed parts. The azure android curled up and then threw her head back, her neck telescoping outwards with the now exposed metal giving the impression of a necklace and her body seeming to reconfigure itself slightly to better fit the proportions of legs and thus a 'newborn' Alicorn.

She threw her hat off with her magic, revealing her horn had a small bit of false skin was cut off the end, allowing for the tip of her metal horn to cleanly emerge as her horn telescoped out, giving the appearance of a horn cap at the end. Her hat landed back on her head in such a way as to allow her horn to be visible.

WING MODULE FULLY OPPERATIONAL.

Two mechanical wings flew out from Trixie's sides, lines running through them burning bright with blue mana as they crackled with lightning.

Trixie smirked, horn glowing and creating sizable fireworks explosion behind her as she took the most fitting magical filly pose she could manage.

G4T01 TRANSFORMATION COMPLETE.

The azure android hovered in the air, wings flapping softly. “Behold! Trixie 3.0!” she announced, giving a proud smirk. “Or EX Trixie...Or Super Trixie...Or Trixie NEO...”

“Show off...” Lightning Dust replied, rolling her eyes as everypony on both sides stared in shock and awe.

“Let her have this, she's earned it...” Sunset reminded, giving her a nudge. “At least she didn't say PRINCESS Trixie...”

“Technically the proper name in the schematics was 'G4T01 Complete,'” Bright Future explained with a chuckle.

Twilight looked to the scientist. “Why did you include a transformaton sequence in her design when you could've just built a new body for her to transfer into?”

“Oh, that's simple,” the sea pony scientist replied. “It took less time to install her extra components than to transfer her CPU into another body...and it's also much cooler.”

“And why didn't we do it backstage?”

“Because she didn't want to.”

Trixie took a moment to reign herself in...a little bit as she hovered on her new wings. “Now! Trixie will put what YOU wanted to give Trixie without meaning to good use! By freeing her people and being the best big sister she can be! That is what these wings mean to Trixie!”

Riptide looked down at Bright Future. “You sure you want to do this?”

Bright Future nodded, looking up to the larger merpony. “Indeed...I want to do what's right for Equestria, and I can't do that stuck in this place.”

The mermare lowered her head and looked him in the eye...then kissed his dome, the sea pony blushing. “Alright, sweetheart. Where you go, I go...just keep in mind I don't have as much water to work with, I've barely got any mana left, and I just got electrocuted...Like, a lot.”

“Be careful, my sweet.”

“And can we finally get married when all this is over now that the Stallions aren't lurking over our shoulders every second?”

“So apparently Riptide is his fillyfriend...” Sunset pointed out, looking over as the two shared a nuzzle.

Starlight nodded. “Who knew?”

Masquerade watched this show of affection with a look of pure apathy. “And that is attachments are a detriment to our organization.”

Lightning Dust secretly wondered if that meant she'd have to call Riptide mom soon.

“Alright, everypony ready?” Flim asked, looking to the rest of their 'crew.' Twilight, Sunset, and Starlight kept up their force-field so they could do their thing.

“As we'll ever be...” Svengallop replied with a sigh. “Just so you know, I'm only doing this because I don't want to be owe you all something for saving me!”

“Alright! Father, hop aboard!” Flam announced, waving Bright Future over.

Bright Future nodded, marching his mecha suit over in front of their machine...after giving Riptide another smile.

“Are you sure this crazy thing is going to work?” Jet Set asked, looking over the controls. Thankfully during the digital talk, Trixie had used her admin privileges combined with the Flim Flam Brother's ideas to make a prototype one for them to get some practice with.

“Of course it will, my friend! After all, it was modified by the combined brilliance of the World Famous Flim Flam Brothers and their equally brilliant father!” the brothers announced in tandem.

“They're not wrong...” Bright Future replied, the sea pony looking back. “Their AI's mental capacity IS modeled after mine. Though physically they are based off two old agents who left the organization in disgrace. Seemed fitting given the intended role.”

Flam finally pressed a button, causing what was once a cider maker to extend a pair of robotic limbs, picking up Bright Futures and placing him at the top of the machine. The suit's legs fit into a port on top that closed up around his waist to secure him while cables connected into his suit where the barrel for cider used to be.

“Syncing up mana engine!” Bright Future announced, tapping away at his console in his little bowl. The engine of the machine revved up and several robotic arms extended from hidden compartments, each ending in a mechanical fist as a dome closed over the cockpit where the Marionettes sat. “All systems are go!”

“Say hello to the...” Flam started, then blinked and tapped his chin. “What exactly did we call this again?”

“How about the 'Metal Crusher Marionette Liberator 9,000?'” Flim suggested.

“...Hmm, it seems to be missing a certain finesse...” his twin replied.

“How about we forget the name and focus on freeing ourselves, m'kay?” Suri interjected with a sarcastic tone.

“...Fair enough...”

“Okay, I know they got that from the lab and upgraded it...” Starlight commented, pointing to the mecha that had once been a cider maker. “But where exactly did those two get armor?” she asked, pointing to Iron Will and Teddy.

“Iron Will found some extra steel plates and bent them into armor with his bare hands!” Iron Will shouted in the manliest way possible.

“...You do realize you're already made of metal alright, right?”

“Yeah, but it looks more intimidating!” the minotaur Marionette replied.

“And looks cooler!” Teddy commended, slamming the gauntlets he was wearing together.

“Alright, fellas, let's do this!” Ace told the sports trio as he lowered a white face covering hockey mask over his face that somewhat resembled a skull and took a hockey stick out of a golf bag carried on his back (along with several other similar items). The sports trio all produced various sports equipment to use as weaponry.

“Alright, Marionettes! Let's do this! CHARGE!” Trixie announced, pointing forwards. “For freedom!”

=I'm My Own Master Now – Metal Gear Rising Revengance=

“There are no more strings on us!” the mecha alicorn announced as flew up and began raining down magical beams and fireworks explosions on the agents as the battle reignited.

Iron Will let Teddy climb up on his hand and tossed the smaller, but much heavier, android into a mob of agents with his great strength. Teddy slammed into them like a bowling ball, with his 'little brother' charging in like a bull soon after to clothesline the ones that got up. “Iron Will's got your back, little buddy!”

“And I've got yours!” Teddy announced, diving between Iron Will's legs and sweeping an agent behind him off his hooves. “No way either of us isn't getting home to...well...you know...Our special some...creatures?”

“Good enough!”

“LET'S DO THIS!” both shouted, standing back to back and fighting together.

“Heads up, dudes!” shouted Hoops, pointing to another group of agents charging them.

“Alright, let 'em have it boys!” Ace called, dropping several hockey pucks in front of the group and all four launching them at the agents in waves. Twilight and the others had provided them with an enchanted bag full of ammo.

Riptide panted, forcing herself to rise on her pillar of water and absorbing what spilled water from the ruptured pipes she could manage and forming them into a small tidal wave and a few staffs (non-lethal, Twilight's orders). “I might be hurt, but I'm still me!” she called, charging into battle, but constantly keeping an eye on her coltfriend. Severely weakened or not, she was still a (former) department head.

“Behind us!” Bright Future called, looking behind them as some pegasus agents rained lightning down at them, causing some sparks to fly. He was currently preoccupied using one set of mechanical arms to guard the sides.

“Is this the right lever?” Upper Crust asked, pointing to one of the levers on her panel and got a nod. She pulled it as the Flim Flam Brothers swung around the machine, one of the mechanical arms swatting the agents away.

“Got the ones on the right!” Suri called, doing much the same to another group.

Fluttershy gave an eep, having been cornered by a few agents. “You should just go home, Miss Fluttershy. You are an Element of Harmony. Invaluable,” said one of them.

“My friends need me!” she called back, managing to get a bit of courage up. The agents simply began approaching...until one of them got tapped on the shoulder and punched out by Trail Cutter as he turned around. The other jumped at the android, only to be caught between his massive front legs, lifted into the air, and then slammed hard into the ground with a powerbomb.

Trail Cutter then looked down at Fluttershy. “Are you Fluttershy?”

The mare, who had been cowering, blinked, looking up. “Y-Yes...”

The green android gave a small, but warm smile. “I am G4T11. But please call me Trail Cutter. Princess Twilight told me you like birds...I like birds. Perhaps we can be friends?” he asked, managing a little more emotion in his voice than before as he offered a hoof to help her up.

“Oh...thank you. I would love to be your friend,” the shy pegasus replied, accepting his hoof and being helped up. “Um...I've been helping ponies that got hurt...”

“Understood, please lead the way. I will assist you...friend.”

“Sorry I'm late, lead pony!” called Lightning Dust, flying up and drop kicking an agent who'd been trying to attack Rainbow Dash from behind.

Rainbow Dash smirked. “No prob. Let's do this, wing pony!”

“Don't forget us!” Gilda called, her and Greta joining as the four stood back-to-back to ensure none of them got snuck up on.

“Gear Shift!” called Cover Story, galloping over and sliding to a stop as Gear Shift landed next to him. Both finally threw off their suits and took a fighting stance. “Glad to be back with you, partner.”

Gear Shift patted him on the shoulder. “You know it. Now come on, this mission is almost over.”

“Got your back, Starlight!” called Nightglider, now sporting a black eye as she flew around Starlight. The pegasus pulled Double Diamond behind her, allowing him to slam into several Stallions in Black with his skis. Sugar Belle tossed several pies from her roost on the balloon fortress, blinding several agents. Party Favor was too busy keeping the fortress going, but gave Starlight a wave.

Starlight gave a small smile. “Thank you...” she said, before letting loose with her magic on the now blinded agents.

Twilight let loose with various spells at the surrounding agents as only she, Starlight, and Sunset could do (and were doing)...then looked to Well-To-Do, who was simply standing there. “I thought you said you'd help!”

“Oh, I did. But about that deal: could I perhaps have...6 bits for every agent I bring in?” Well-To-Do asked, sounding like a slimy used cart salesman.

“...” The lavender alicorn's eye twitched. “Sure! Why not!”

“Pleasure doing business with you!” the minotaur android replied and charged into battle. While not the most combat skilled model compared to Iron Will, he was STILL a Minotaur made of metal, and slammed his way into a few agents.

“...I'm almost tempted to get him on those kidnapping charges I could have arrested him for back then...” the Princess of Friendship muttered before flying up and raining down a barrage.

=Power of NEO - Undertale=

Masquerade watched this and turned back to her three opponents. “It appears that I will need to use my strongest attack for this situation.”

Shining Armor, Spitfire, and Spoiled Rich all prepared for battle, Masquerade focusing as her horn glowed brightly and her entire body was surrounded by white magic. Gears formed and rotated around her, as if something big was about to be assembled. The ground around her began to shake as she lifted into the air.

...Until another wall practically exploded and out came the giant cyclops pony with Lyra on his back. “Let's get 'em, big guy!”

The cyclops gave a roar and rushed into the fighting.

Lemon Hearts emerged out of the smoke and summoned a SECOND giant lemon familiar...which quickly nuzzled her first one and their new 'child'. “Finally! Let's end this!” she called, putting the baby one in her saddle bags.

“The cavalry's here!” Minuette shouted, blinking in and beginning to fire magic beams from various angles, Twinkle Shine quickly doing the same with her lightspeed dash. Moon Dancer and Bon Bon simply trotted in behind them, Gypsy standing between them.

“Well, looks like we're a little late...” Moon Dancer said. Her eyes went wide as Trixie flew over head, unleashing various spells on the agents. “And apparently Trixie is an Alicorn now...” The unicorn then watched Sunset fly up high and fire down several magic beams. “And Gypsy was right about Sunset being one...You know what? I'm just going to say 'it's Equestria' and be done with it.” The scholar then teleported and began firing her own vast variety of spells.

Bon Bon looked around at the fight going on. “Looks like we're the last ones to get here...let me guess, there's a reason for that?”

Gypsy nodded, trotting forwards...at which point her eyes lit up and let loose a telekinetic shockwave that sent the agents around them flying. “...Is it wrong that felt kind of good?”

“...Given what happened to you, probably not.”

Masquerade paused her powering up and examined the now different situation. Her expression remained unchanging...as she simply lowered back to the ground, dissipating her magic and slowly trotting away.

“Hey! Where are you going?!” Spitfire asked, blinking.

“That is strategic information that I do not feel needs revealed right now. Hold down the fort until I return, agents,” the Director replied, not even looking back as several agents came to block their path. She dropped several large magic gears between her and them, interlocking to form a wall. She proceeded to telekinetically pull the gold pin from her suit that, while dented, had survived and examined the 'Puppeteer' embroidered on the back. She produced her communicator and turned it on.


“What are changelings?” the mare on Mindwipe's table asked.

“Woops, went too far...”

Before Mindwipe could do anything further, his communicator ringed.

The night unicorn in question gave an annoyed groan, then reinforced his door as several of Alpha Hoof's men tried to bust it down for the third time. “Memory Squad Head Mindwipe reporting. What is it?”

This is the Director. I need time to activate Project Puppeteer and am likely going to have hostiles in pursuit. Meet me in hallway C on level 3, I require you and your department to hold them off.

Mindwipe gave a sigh of annoyance. “I'm working on a subject and Alpha Hoof's men have gone insane. They're trying to bust down my door!”

Leave them. This is more important. It has become apparent my stratagem will fail now that too many reinforcements have arrived for Prince Shining Armor,” Masquerade replied with no sense of annoyance or urgency.

“Fine, I'm on my way...Come on boys!”


Masquerade continued her walk, ignoring everypony around her. “Miss. Marshmallow. Come.”

The maid, who until this moment had been in the corner, ignored by both sides but never losing her permanent smile, leapt to her hooves and danced over. “Yes Director!” she exclaimed, then looked her master over. “You're injured!” she stated, seeming...slightly less happy.

“Yes, probably rather badly,” the mare replied, but certainly didn't let her expression or tone show it. “Those three were not playing around. That final attack was particularly painful.”

“Do you require medical attention?!”

“Most likely, but I do not have the time. At this rate, the additional firepower they just received should be more than enough to finish us off. Especially the Oracle. I am going to activate Project Puppeteer.”

“I am required to inform you that Project Puppeteer is an unfinished, untested prototype! It would be extremely dangerous to use even if you were in perfect health!” Marshmallow replied, though still cheery enough to make Pinkie Pie pause.

“I know. I have to at least try. Even my ultimate spell is too much of a mana guzzler to last against this many opponents.”

“Okay then!”

“Head on ahead and prepare G5T00 for deployment.”

“Okay!” the maid called back, practically skipping on ahead.

Trixie, flying above, looked down and noticed this. “Come back here!” she yelled, diving at the fleeing director. She had to stop her dive and evade several magic gears. “Masquerade is escaping!”

“We can't let her get away, come on!” Twilight called to Starlight and Sunset, the trio blasting several agents back with a magical shockwave.

Starlight stopped and looked at her friends.

“Don't worry! We've got this!” called Double Diamond, giving a wave.

Starlight nodded hesitantly and followed the other two.

“Lightning Dust, Gilda! Hold down the fort! We've got a big baddie to take down!” Rainbow Dash called.

“Don't worry, we've got this!” Gilda called. She blocked a punch and kneed her opponent in the gut and Lightning Dust was pretty much doing what Rainbow Dash had been.

“Thanks! Come on girls!” the cyan pegasus called and flying off with as Applejack and Rarity took off as well.

“My friends are calling me! Can you two keep the party going?” Pinkie Pie asked her fellow party ponies.

“Don't worry, Pinkie Pie! This party isn't stopping any time soon!” Cheese Sandwich replied as he and Party Favor continued maintaining the 'party fort'.

“Okey dokey lokey!” the pink party pony replied, jumping into a party cannon and launching herself off.

“Huh?” Fluttershy asked, turning to see the others taking off. “Oh! Wait for me!” she called, then eeped as several agents stood in her way.

“What seems to be the problem, Fluttershy,” Trail Cutter asked as he stepped between the shy pegasus and the agents.

“My friends need me! I need to get through!” Fluttershy replied, putting her hoof down and looking as serious as she could. She wished the Stallions weren't all wearing sunglasses, or she could just use the Stare to get through.

“I see. Sirs, I am afraid I must ask you to step aside,” the huge android stated, taking a per-charge stance. “My friend needs to get through.”

Bon Bon's head shot up at Trixie's words as she kicked an agent to the ground. “What?!”

Gypsy threw several agents into the air and slammed them around with a telekinetic tornado. Her eyes glowed for a moment and she looked to the beige earth pony “Masquerade is hurt pretty badly, once her adrenaline rush wears off she'll be weakened considerably...but if she gets away she still has more than enough information to do damage once she recovers.”

“Not happening!” Bon Bon yelled back, charging after the Director.

Lyra blinked, watching this conversation. “Bon Bon!” she called, then looked to the cyclops pony. “Hey, big guy, can you keep helping here?”

The cyclops pony nodded with a grunt.

The green unicorn nodded, leaping off his back and running after her friend as they all pursued the Director and the battle continued to rage with the Stallions beginning to be driven back.


“Are they ready to go?” Masquerade asked, walking up as her maid tapped away on the pads of several large Marionette pods in a dark room. Several chains and locks laid scattered on the ground by the door. The mare now had a pounced limp in one of her hind legs.

“Yes, Director! They're ready!” the maid replied with a cheery salute.

A few moments later, the ponies came galloping down the hallway, Masquerade and Marshmallow continuing on along.

“We're catching up!” Rainbow Dash called.

“Masquerade's limping,” Bon Bon pointed out. “She really is hurt! If we catch her we should be able to take her down!” she announced...right before the open door the Director had emerged from a few moments prior, and a good chunk of the wall around it, was ripped apart.

The group slid to a stop as the smoke cleared to reveal a towering bull with a black hat atop his head and sideburns on his face. Four more smaller bulls of various types emerged one by one and stood behind him.

“It's Longhorn!” Applejack called, eyes wide as the group took a step back.

The massive bull and his crew merely stared at them with emotionless faces and slowly began to approach the group.

“They're like Lightning Dust! Lights on but no pony home!” Rainbow Dash commented, getting ready for a fight.

“Masquerade must have turned them on to slow us down!” Trixie pointed out, taking a fighting pose of her own as she hovered in the air.

“We don't have time for this! Girls! Let's do this!” Twilight shouted as her, Starlight, and Sunset teleported to each bull's back and put a horn to their failsafes as they tried to buck them off. Once they fired off the overloading spell, Twilight and Starlight teleported and fired off the spell a second time.

“Ugh...” groaned Starlight as the three teleported back and began eating mana restoring candy. “Let's not do that again...”

Applejack cautiously approached the giant bull. “Okay, you guys' failsafes are busted up. Yer free...”

As the bulls snapped out of the trance, Longhorn blinked in confusion and looked down at them. “Failsafes?”

“Voice in your head screaming at you to do what you don't want to,” Trixie explained quickly. “Also you're robots, you're alive, in fact your immortal. Congrats! There's also various things we don't have time to explain right now! Help us free you and we'll gladly explain then!”

The lead bull blinked in confusion slowly smirked. “That voice in my head...oh yeah...thank yah...” He then gave an innocent look, holding his hat in a humble fashion. “So we can do whatever we wanna do?”

“Pretty much...” Applejack replied, still cautious.

“In that case...”

The orange Earth Pony's eyes went wide as the big bull swung his hoof and sent her slamming through a nearby wall.

“Good! Cause Ah wanna kill ya!” the bull android roared, a bloodthristy look suddenly on his face.

“Applejack!” the others yelled, eyes wide.

Longhorn and his gang began to laugh. “Thank yah. Those blasted things were holdin' us back!” the big bull android cackled, he and his gang getting psychopathic smiles and approaching them with a deliberate stride. “That little voice in mah head this whole time has been drivin' meh nuts!”

“Yeah, mighty kind of yah tah turn it off,” said another one.

Trixie gave an annoyed sigh. “...Right...psycho prototypes...Their failsafes would just be holding them back...”

“I didn't know!” Twilight exclaimed, the group backing up a bit. “Look, the Stallions enslaved you too! Don't you want to get out of here?!”

Longhorn chuckled, eyes narrowing. “Oh Tartarus yes! But yah see, here's the thing, ponies...” The bull took a swipe at the Princess, forcing her to jump back. “Ah don't like yah either! So here's what's gonna happen. We're gonna smash you up, then we're gonna smash this whole dang place up! Then we're gonna go out and have some fun! And guess what? Since we're immortal, it ain't gonna end!”

The massive bull android raised his hooves to strike the Princess of Friendship.

“Not so fast...”

The group turned as Applejack dusted herself up and emerged from the hole she'd been knocked through, having a few more bruises. She was thankful for Earth Pony durability. The mare narrowed her eyes at the bull android with a cold fury. “Twilight?”

“Yes, Applejack?” Twilight questioned.

“Just so we're clear, from the sound of it that bad stuff they did back there with mah uncle was all them?” the orange mare asked.

“Yes...”

“And they're in control of themselves?”

“Looks like it.”

Applejack cracked her neck. “So in other words, this time we can tan their hides?”

Twilight nodded. “Yes.”

“So the little pony isn't going to 'hold back' this time cause Ah'm a robot?” Longhorn mocked, remembering last they met.

“We're not holding back because you're psychopaths!” the lavender Alicorn replied.

“Good, now you all keep goin' after Masquerade, Ah've got some haunches to kick!” Applejack called, snorting hot air out her nose.

Rainbow Dash landed next to her with a smirk. “Yeah, I've been wanting to kick their flanks for awhile now! We've got this!”

Pinkie Pie hopped over next to Applejack. “Yeah! And her uncle is...well, not my uncle but...I'll get back to you on that!”

Longhorn laughed. “Really? And what are you little ponies gonna do tah even get PASSED us!”

Twilight answered that by blasting one of the bulls with a magic beam and trapping them in a huge purple crystal in an instant. The other androids took cover to avoid similar beams as Twilight and company dashed past. Truthfully, the only reason she didn't stay and do the same to all of them was because Masquerade was getting more distance on them by the second. “Good luck, Applejack!”

“Yes, do teach those ruffians a lessen!” Rarity called, continuing on.

“As the eldest Marionette, Trixie gives you permission to give her little brothers the biggest spanking of their lives!” Trixie called, waving as she flew off with the others.

“Come back here!” Longhorn bellowed, turning to charge after her...before Rainbow Dash flew around and kicked him in the face hard enough to stagger him.

“Do you really want to fight Twilight? She'd mop the floor with you,” Rainbow Dash countered with a smirk. “If she wasn't in a rush to deal with the big bad guy she'd have done it already, so we'll just have to do it for her!”

“And what makes yah think yah can?!” the bull android bellowed, he and his three unfrozen comrades pawing the ground. “We've got nothin' holdin' us back!”

“Simple: we don't need tah either! We just gotta leave that computer in your big fat head in one piece!” Applejack replied, givin' a smirk. “Yah all got lucky last time!”

The two groups charged each other and began to fight.


The rest of the group continued to gallop forwards.

“Something's off here,” Bon Bon said, looking to the others. “We've passed seven or eight escape pod bays. If she was trying to escape, she'd have already done it...”

“Trap?” Sunset asked, looking over as the three alicorns (well, two alicorns and one mecha alicorn).

“No, we disabled the defenses, there shouldn't be any traps left...” the beige Earth Pony replied. “...Masquerade is the best fighter in the entire agency, but Gypsy said she's badly hurt and you saw her limping. Her adrenaline must be wearing off and those injuries are catching up to her. The only thing that makes any sense is she threw G5T00 at us to wear us down too.”

“So in other words, she's weakened and trying to pull us down to her level?” Starlight asked.

“Most likely. Seems like Applejack had the right idea, if we just fight through we'll be doing exactly what she wants. Whoever reaches her should be as fresh as they can be.”

Before the conversation could continue, a squad of agents emerged and assembled in their path. About half of them were bat ponies and night unicorns.

“Well well well...”

=Collective Consciousness – Metal Gear Rising: Revengeance=

The group came skidding to a stop as Mindwipe stepped forwards, staying behind his men in a refined and cultured stance. “Agent Sweetie Drops. Long time no see. I remember how much of a fight you put up when I had to 'correct' your memories. Quite a strong will you've got there.”

“Mindwipe...” Bon Bon muttered, glaring daggers and snorting hot air out her nose.

“That's Mindwipe?” Starlight asked, suddenly glaring at the night unicorn.

Mindwipe's horn glowed and he sent a shockwave of magic over the group. Trixie was naturally unaffected, a magic dome flickered around Starlight, Bon Bon, and Lyra's heads, and Twilight, Rarity, and Sunset's eyes glowed their respective Rainbow Power colors and shattered the magic off.

“That won't work on us, darling,” Rarity replied, giving a smile after shaking her head to clear it.

“Oh no! My mind magic doesn't work on you, whatever shall I do?!” Mindwipe asked...then smirked. “How about this? Gentlestallions! I have need of you!”

“Yes sir!” his agents replied collectively, turning to him and throwing off their sunglasses. Mindwipe sent off a shockwave of magic. The agents' bodies when stiff as statues before they turned as one, eyes glowing the same color as his magic.

The nightstallion gave a smirk. “I am assuming direct control,” he said, the agents mimicking his voice and saying the exact same words.

Lyra shuddered. “Okay, that's the third creepiest thing I have ever seen!” she muttered, having flashbacks to Chrysalis putting her and the other bridesmaids under her control.

“You're controlling them?!” Sunset asked, looking as the agents approached them, moving in complete sync like wind up soldiers. She shuddered, remembering the events of the Fall Formal clear as day.

“Mindwipe is a department head,” Bon Bon explained, putting a comforting hoof on Lyra's back. “But there's a reason he was always the lowest ranked out of them: he's a coward.”

The commander of Memory Squad gave a chuckle, never losing his refined air. “Coward? Oh, I wouldn't say that. Though I will admit, I prefer a hoofsoff approach whenever possible. Not really one for experiencing pain. But does it really matter? Everypony is so much happier when their thoughts, their actions, their very memories are things they don't need to worry about. That is why you ponies should be happy you got to live in blissful ignorance of all the ugly things that go bump in the night while we fought for you. Don't you see that how things were already was for the best? No pony having to really put effort into finding their destiny or their future because we controlled everything. No pony having to be afraid because they can't remember those painful, frightening sights. Nice little puppets being cared for by us caring puppetmasters.”

Starlight snarled and immediately let off a shockwave of magic, flooring the brainwashed agents. “SHUT UP!”

“What's a matter, Starlight Glimmer?” Mindwipe questioned, giving a chuckle. His horn glowed and he raised his hooves before giving a clap. Memory Squad simply rose right back to their hooves as if they were zombies. “My little speech give you Our Town flashbacks? Lovely little operation you had there, I was quite a fan of it. No pony needing to think, or try, or do. Just living in blissful oneness while burying prejudice and feelings of inferiority deep under a mask of ignorance.”

The thing that made Starlight feel sick wasn't being reminded of her past actions. It was that Mindwipe, a pony who would rip ponies away from their friends and make them forget ever making them, had had no hint of insult or sarcasm in his voice talking about them. He was genuinely praising.

“Twilight, you girls move on ahead...” Bon Bon said, taking a fighting stance. “He's the one department head I know for a fact I can beat down.”

“Not alone, Bonnie,” Lyra replied, taking one of her own.

“...Twilight,” Starlight said, stepping back next to the two. “...I'll stay here and help them...”

Twilight's eyes went wide. “Starlight?! But...”

“I don't want him to do what he did to Teddy and Ace's friends ever again!” Starlight roared, glaring daggers. “I want to help stop him!”

“Teddy and Ace?...I don't recall those names...” said Mindwipe, tapping his chin absent mindedly.

“...G2T01 and G2T02,” Twilight's student replied, glaring back at the night unicorn.

“Oh! Them!...Hmm, you know, I know I corrected memories there, but can't for the life of me remember what the story was...”

The group looked at him in shock and horror. “You...you don't remember?!”

The captain of the memory squad shrugged. “I've done so many memory rewrites, how could I possibly remember them all? Think of it like how a writer or composer does both works they're passionate about and those they're not. They tend to forget the 'quick money' ones that weren't particularly interesting, but really remember the ones that were a joy to do. Like Miss Drops' for example. There was a story worth writing!”

“...I rest my case,” growled Starlight, glaring daggers.

“Just go!” Bon Bon interjected. “The longer you wait, the more trouble Masquerade will have ready for you when you get there!”

“Twilight, as much as Trixie would like to kick his flank for what he did to her brother's friends,” Trixie remarked, the mecha Alicorn hovering just because she could. “Bon Bon has a point. Masquerade needs to be put down.”

“...Fine, I'll trust you, Starlight. But be careful,” Twilight said, taking a deep breath.

Starlight gasped. “You..You trust me?”

The Princess of Friendship nodded. “...Yes, I do.”

“Thank you...You won't regret it.”

Mindwipe gave a chuckle. “And what makes you think you'll get past me?” he asked, his agents speaking in sync with him. Like they were an extension of himself rather than other ponies.

Trixie then gave a smirk, seeming to flicker like an illusion. “Because Trixie is currently behind you,” she said, her voice coming from behind him.

The night unicorn spun around and blasted what looked like Trixie...only for his beam to go right through harmlessly.

Moments later, Trixie, Sunset, and Twilight teleported a good distance down the hallway, bringing Rarity with them. “Rule of thumb: never take a stage magician's words at face value!” the mecha Alicorn mocked, sticking out her tongue as the quartet continued down the hallway.

Mindwipe snarled and prepared to give chase with his army...when he had to jump back to dodge a giant magic hand trying to crush him.

“Don't forget us,” Lyra stated, summoning several magic hands around her. “...Why do we keep ending up with the creepy ones?”

“Just our luck...” Bon Bon replied, cracking her neck.

Starlight tried to do the intelligent thing and just put the agents in a crystal prison, but Mindwipe moved his hooves like a conductor at a symphony, causing them to move and dodge with ease.

“Fine then,” the memory squad head said. “I will let the Director handle her own business...besides, she still has one more line of defense.” The night unicorn then threw his hooves forwards.

The agents charged and began their attack, Lyra managing to hold her own, but quickly realizing something. “Uh, Bon Bon, these guys feel tougher!” she shouted, getting punched and knocked to the ground. She quickly sucker punched her opponent with a magic hand.

Starlight blasted several agents to the ground and followed up with a stun spell...but they just got right back up. “I just hit them with a stun spell! How are they getting back up?!”

Mindwipe chuckled, still moving his hooves and horn like a conductor. “They have given their bodies completely to my will with no resistance. I can make them fight until their dying breath now and turn off any pesky limiters the body has I feel like.”

Starlight simply teleported and tried to blast Mindwipe, but one his unicorn agents jumped in the way and shielded him before punching the unicorn in the jaw and knocking her back.


“Okay, so three Alicorns and a fashionista vs a badly injured mare and her maid,” Trixie remarked, the trio flying down the hallway with Twilight carrying Rarity on her back. “Those aren't too bad of odds.”

“Don't get cocky, Masquerade probably has some sort of trick up her sleeves,” Sunset warned. “We need to take her down if we want to end this, and she knows that.”

Twilight nodded in agreement. “She's right, we can't know what to expect...”

What met them at the entrance to the final hallway, however, was certainly not what any of them were expecting.

“Hello, my name is Miss Marshmallow!” said the maid, standing in front of the doorway with her big grin and giving a curtsy. “The Director is not accepting visitors right now!”

The group looked to each other, then to the petite maid. “That maid outfit is so outdated...” Rarity commented in a whisper to her friends.

“Look...we don't have time for this...” Sunset said, trotting forwards and trying to just get past her. “Just let us through, we don't want to hurt you.”

The maid suddenly lifted Sunset over her head and physically tossed her back into the others with no real effort. “I have no such compulsions! Hehe!”

“What the...” Sunset asked, blinking as they group got back to their hooves. “Okay, there's no way she can be that strong!”

Twilight quickly did a scan...then gasped when the x-ray revealed metal beneath her skin. “She's...she's a Marionette!”

“What?!” Trixie asked, eyes going wide.

=Megalo Strike Back – I Miss You Earthbound 2012 =

“I know!” Miss Marshmallow shouted cheerfully, eyes turning a blood red. She held one hoof forward...and her skin ripped itself apart as the metal inside spun, revealing revolving cylinder with multiple barrels arranged in a circle. Blood red mana ran through the lines along her metal endoskeleton, unlike the bright red of the G2 Marionettes or the blue of the G4.

“...Huh...you know, I kinda expected Masquerade to be the robot,” Sunset commented...before the group screamed as Miss Marshmallow's metal cylinder spun at high speeds and began shooting rapid-fire magic beams at the group, forcing them to duck and cover.

“My hat!” Rarity screamed, having managed to dodge but her clothing not being so lucky and was torn to shreds. “Do you have any idea how long it took to make that?!”

“Fry her failsafes already!” Trixie yelled, teleporting as best she could to avoid the attacks.

Twilight nodded and teleported right above Miss Marshmallow, preparing to do just that...then gasped as she tried to pinpoint them with an x-ray vision spell. “Where are her failsafes?!” she asked, her scan simply showing metal where the devices would normally be.

“That's because I don't have any!” Marshmallow chimed in...then her forehead burst open and revealed a cannon that blasted Twilight into the ceiling with a beam of magic. “I do have a cranium mounted cannon though!” The lavender alicorn then had to teleport out of the way of an assault by the 'maid's' gatling gun. “I'm no A Series Marionette, Princess! No A Series!” she chimed, sounding like a little filly quoting her favorite show instead of a homicidal android.

“Okay, so the maid was actually a mecha bodyguard...who knew?” Trixie asked in a flat voice as she and Sunset charged, the later using a shield to protect them from the onslaught.

“I did!” Marshmallow answered, never losing her grin or child-like mannerisms. “Oh! Want to see something really cool! Initiating Destroy Protocol! Access code: Let's Play!” she called, doing a pose resembling a child pretending to be a magical filly. At that, two missile launchers suddenly emerged from her sides, ripping her maid outfit to shreds. Her other front leg became another gatling gun and she stood up on her hind legs. While the false skin remained on most of her head, the rest was torn apart, revealing her endoskeleton (and a few more weapons housed in her chest cavity), a blood red mana engine visible in the center of her chest with chaotic energy inside.

DESTROY.EXE FULLY ONLINE!

Sunset and Trixie skidded to a stop as Marshmallow's missiles fired and shattered Sunset's shield on impact, forcing the two to fall back as an onslaught of weapons was unleashed upon them.

“I'd say I was surprised, but Bright Future did say they made him make a few weapons. My question is if they can do this, why the buck didn't they make more?!” Sunset asked, the group trying to block or dodge the maelstrom of attacks sent their way.

“Because it always went horribly wrong! It's why I don't have a number!” Marshmallow answered, never losing her cheery demeanor even as she turned most of the room into swiss cheese trying to destroy them. Sounding more like a child playing a game. Twilight fired a magic beam at her, but four small mechanical limbs extended from her chest, forming a barrier in front of her to block it. “It turns out when you try to turn off emotions in the main computer of a Marionette, they tend to go violently insane! And apparently having weapons erupt out of your body is incredibly traumatic! I wouldn't know, I don't have a trauma circuit!”

“Okay, that answers that,” Sunset replied, weaving as best she could, but having to use her shield sparingly to avoid having missiles launched at her. “So what do we do now?! Failsafe frying won't work!”

“And we still need to get past her to stop Masquerade!” Twilight pointed out, giving an eep and ducking under a missile that exploded down the hallway as Rarity prematurely detonated another missile with a piece of rubble shot with precision and power.

Trixie looked at Masquerade's final guardian. “You KNOW you're a Marionette and you're still fighting for S.M.I.L.E.?! How can you let the Director do this to your own people?!" The azure android then had to dodge a blast of Marshmallow's head cannon.

“The Director is my people!” the android chimed in."I fight for her! Nothing else to it!"

"Okay...another approach maybe...If you don't have failsafes! That means you're doing this of your own choice! You can't be happy being a slave! Who could?! Trixie doesn't know what lies you've been told to make you behave, but you're as alive and me and my friends!"

"Oh I knew that already!"

"WHAT?!"

"And it doesn't change a thing. I don't care if you're a pony, a Marionette, or a changeling, anything that wants to ruin the Director day, is a mess it's my pleasure to clean up! You don't just don't understand her! I'm the only one who does! We're bestest friends!"

“Okay then...um...I'm your big sister?”

“Cool!”

Trixie eeped as she had to dodge ALL of Marshmallow's weapons. “Okay, Trixie is out of nonviolent solutions! Trixie is just going to trick her now,” she replied with a flat look, then let off several smoke bombs between them and the body guard android.

“That won't work!” Miss Marshmallow shouted, eyes scanning and seeing Trixie's outline. “Gotcha!” she called, firing both gatling guns at her...only for a chair to fall to the ground in pieces instead.

Trixie's horn lit up behind the other android in the smoke and she prepared to fire a beam...when Marshmallow's head spun around 180 degrees, magic charging into her forehead cannon, forcing Trixie to duck to avoid the attack. “Darn it!...Wait...” she said, then looked behind her at the door they'd been trying to get to. Ducking under a barrage of gatling fire that destoryed said door, she looked back to her friends.

“Go! Stop Masquerade! She's hurt!” Twilight shouted, blocking a volley of fire from Marshmallow's other guns. “You can beat her! Or at least keep her busy until we make it past her!”

“But what about you?!” Trixie asked.

“We'll take care of her and be right behind you! We've fought worse!” Sunset called.

Trixie hesitated for a moment...then nodded. “Alright...” she said, rushing through the doorway.

“No leaving playtime early, big sister!” chimed the android maid, turning to pursue, only to quickly have to pivot around and use her barrier to defend herself from both Alicorns and one unicorn.

“Good luck, Trixie,” Twilight muttered as she, Rarity, and Sunset faced down Miss Marshmallow.


“Okay...so this is how it will be...Trixie vs the big bad shadow dictator of the Stallions in Black...” Trixie said as she flew down the last passage ways. “Trixie, the mecha Alicorn...Trixie the big sister...Trixie the leader of the Marionettes...Come on, Trixie! Hesitation doesn't become you! You're a mecha Alicorn! You can win! You feel great! You! Can! Do! This!” she shouted, trying to psych herself up.

The mecha Alicorn landed as she reached the final stretch, taking in the final hallway. Despite her attempts at psyching herself up, if she had a heart, it'd be going a hundred miles an hour.

=The Other Promise – Kingdom Hearts 2.5 ReMIX=

Trixie looked at the pictures lining the walls depicting Masquerade's predecessors. Masquerade the 1st was smiling proudly, standing next to Princess Celestia. She was a yellow pegasus with a light brown, green, and light blue mane. Trixie couldn't help thinking she had a heroic look to her. Like a good guard or policemare dedicated to her cause.

The azure android continued down the pathway, looking at picture after picture...and feeling a chill (metaphorically) as she looked at the pictures at the mid point onward. The smile slowly turned to a more empty one. Like they were smiling because they had to, not because they wanted to. Then, slowly, bit by bit, each pony in the portrait's smile grew smaller and smaller. The faces became more and more bereft of emotion. Then the smiles disappeared all together, turning into a frowns. Then into blank, emotionless stares.

Finally, she came to the last two pictures, of Masquerade and her mother. She looked back and forth between them, searching for differences...and even looking as analytically as she could, she could barely find any.

Trixie was tempted to say something witty, but her words died in her voice box. Instead, she turned to the final door between her and the Director's office. “...Time for the climax.”

Opening the door, she stepped in. Masquerade stood at her desk. All the items had been thrown off the table into a heap, revealing buttons and dials of various sorts that had been hidden behind a secret panel. The mare's expression was unchanging, but she was trembling. Not out of fear, but as if it took all her strength to keep herself standing. “Hello, G4T01,” the mare replied, not even looking up from whatever she was doing. “Welcome to my office. I was not expecting anypony to be here so soon.”

Trixie stepped in slowly, cautiously. “Director Masquerade. This...”

“Is not what you expected? Forgive me, I have sustained a large number of blunt force impacts and explosions,” the mare explained, still not changing from her stoic expression. “In addition, Prince Shining Armor's gravity crusher landed on me full force as I was trying to stand up. Unfortunately, my legs took the brunt of that impact.”

Masquerade slowly rose and turn around, practically dragging one of her hind legs as she looked out the window. The Phoenix Squad flew high into the sky and came back down in a blaze, slamming into the building below with an audible explosion. Smoke began rising past the picture. “Tell me, G4T01. Do you dream much?”

The azure android blinked. “Dream? Of course I dream! All of the time!”

“I see. Mother always said dreams are visions of impossibilities. To have them is to seek that which fate will not allow. So I do not have them,” the mare slowly turned, her front legs moving in an artificial manner, like something else was manipulating them other than her own muscles. “Do you have feelings?”

Trixie gave an insulted look despite shuddering at what the mare had said. “Of course Trixie does! And before you ask, she also has a soul! Her feelings are proof of it!”

“Really? Then I wonder if I have a soul. Mother said that emotions drive us to make decisions rashly against the will of fate. So I do not have them.” If the mare felt any ill will for her parent, her voice and face still did not betray it. Any witty comeback she could think of died in Trixie's throat as Masquerade's words hit her. “I wonder if that prospect scares me. Not that I would know if it did. You see, G4T01. Mother said all that matters is this agency and what it stands for. That Masquerade must be the leader, that is the piece of the great machine they form.”

Trixie stared at the mare's doll-like eyes. Trying to find something, anything in there. But finding nothing. Her mind wandered back to her own existence, to the rumors the other agents had heard about their leader they had recounted on the way to Moirai. “...Are you a Marionette?”

The mare simply shrugged apathetically. “Perhaps. If I have a father, I have never met him nor do I remember anything about him. My earliest memory is of my mother telling me to feel nothing for her. She said to have attachment is to choose favorites, and to choose favorites can lead one to try and change the path of fate for them alone. So I do not possess any. From that moment, the re-education room was practically my bed room. I did not even leave this building until I was an adult and replaced my mother.” The mare dragged herself to the side of her desk, looking at the portrait of the Tree of Harmony on her wall. “To run this agency. That is the first, last, and only reason I was born.”

Trixie had a gasp of realization. “...You...You never had a choice at all, did you?”

“No. Mother said choice was an illusion at best, a detriment to fate's design at its worst. I simply do what is needed of me within my role that fate assigned me,” Masquerade explained, turning to look Trixie in the eyes. “We are all just cogs in the machine. And I am no different.”

“You're wrong!” the azure android replied. “Trixie was created to be a monster for Twilight to slay! She isn't anymore! Choices do matter!”

“Which is what you believe, G4T01. And it is the exact opposite of my beliefs,” the mare replied, turning to face her. “And that difference does not matter.”

“Trixie thinks it matters quite a bit!” the mecha Alicorn replied. “If I have a choice, it means so do you!” Trixie then blinked, confused at her own words. She hated to say it...but she felt...something for the mare in front of her. Empathy? Sympathy? Pity?

“And I believe my choices do not matter,” the Director replied, face as stone faced as ever. “And that means there is but one way this can end: if you do not stop me, I will continue to command what's left of S.M.I.L.E. and continue our goals because I am incapable of anything else. If you defeat me, S.M.I.L.E will be left headless and fall into power struggles, destroying itself. My family has been the only leading body they have ever known and keeper of the organization's most sacred secrets. I have no daughter or son to replace me should I fall. Masquerade, no matter the number, is the Stallions in Black and the Stallions in Black are Masquerade. Neither exists without the other.”

“It doesn't have to be that way...” Trixie tried to reason. This mare had never been given the choice to choose where her life would go or what she had done. Trixie would be blind to not see the similarity. “You can end this and finally have a choice! Like Trixie and her family have done!”

“This is the only thing I have known in my entire life. I cannot turn away from it.” Masquerade lifted her front hoof, the movements still jerky like the limb was being moved by an outside force. “I promise that if you do not defeat me, I will take command of the ruins of S.M.I.L.E. and continue our work, even if Moirai is annihilated.”

Trixie's eyes went wide as she watched her hoof and realized what she was doing. “Don't do it!”

“Cross my heart. Hope to fly. Stick a cupcake in my eye.”


Pinkie gasped, standing on top of one of Longhorn's partners. She gave a shudder and barely hung on.

“Pinkie, what's wrong?!” Applejack asked, jumping back to evade a swipe from Longhorn that broke the wall behind her. She retaliated with a double buck to the larger android's stomach, launching him backwards with her sheer strength.

“Somepony made a Pinkie Promise...and...I want them to not keep it!”

The orange Earth Pony's jaw dropped and Rainbow Dash paused midflight, both staring at her...then getting hurled across the room, reminded they were in the middle of a battle.


The two stared at one another for a few moments in silence.

“...So...that's it then? No attempts to defend your organization. No attempts to convince me I'm wrong...just...promising you'll keep going if I don't stop you?” Trixie asked, eyes wide. After going through all this to earn her freedom, the idea Masquerade simply didn't want freedom from her mother's shackles?

“Yes. Because it ultimately is a mute point,” Masquerade explained, legs still trembling. “In the end. The one who fate hands the victory is the one it favors. If I win, we will see you and your kind as the villains who destroyed our great agency and I barely managed to stop from finishing it off. If you win, I will be the villain who was righteously defeated in what you will likely consider a crowning achievement. Even if you do not believe in fate, that is simply how history works: the victor is the Alicorn and the defeated is the Nightmare.”

“...Why did you stop to tell me all of this?”

“I wondered if maybe I would finally feel something meeting somepony who was so like me,” the Director replied, dead eyes gazing into Trixie's. “Not that I would know if I did. Now. Let us see who fate chooses to be the victor.”

Trixie gasped as she noticed Masquerade lifted her golden pin up, a button press extending a key from the bottom.

“Project Puppeteer. Operation Approved,” the mare stated, plugging the key into a keyhole on the desk and turning it. A panel slid open, revealing a big red button.

The azure android fired a magic beam at her as Masquerade raised her hoof to press it, striking her foreleg. When the smoke cleared, the Director's leg was exposed, revealing a mithril brace running the length of it with hydraulics that were presently the only thing allowing her to walk on her battered limbs. The flesh where her attack hit now had a first degree burn, bruises now visible from the blows she'd taken.

“That checks one possibility off the list I suppose. I am flesh and blood,” the mare replied simply and without a spec of emotion. “Project Puppeteer: Program Drive,” she said, the brace launching her wounded leg down and slamming the button.

=Super Android 17 Theme – Dragonball GT=

The floor and ceiling suddenly opened up, machinery emerging from around Masquerade. The mare threw off her suit and tie, revealing her chest was covered with a dented and battered mithril chest plate that connected to her braces. In the center of her chest was a golden mana engine.

GENERATION 5 PRINCESS SERIES 00: EQUIPMENT SEQUENCE HAS BEEN INTIATED.

Trixie jumped back as a huge chamber slammed down from the ceiling, encircling Masquerade as machinery roared to life. “Princess Series?! The Alicorn Marionettes?!”

“Correct. The previous P-Series Marionettes went insane and needed to be destroyed to stop them,” Masquerade's voice spoke, seeming to be projected over the sound of machinery. “We ultimately decided the concept was not the problem, merely the execution.”

Trixie tried to teleport inside the chamber, but found herself blocked by a still functional teleportion ward. She decided to just begin blasting away at the chamber proper with magic attacks.

“You were one attempt to remedy this problem by turning a Marionette that had already developed a complete AI into an Alicorn android. The other attempt, intended solely for our prime directive of battling Princess Celestia in the event she went rogue, was to replace the Marionette AI with something more consistent, stable, and trustworthy.”

Trixie charged up her horn created the symbol 爆発 in the air in front of her. Slashing through it, the symbol flew into the chamber and triggered a huge explosion that required her to cover her eyes. When the smoke cleared, the chamber had been blown wide open, and a golden light shown through the smoke.

“Namely, the Director of S.M.I.L.E. itself.”

With a series of heavy hoofsteps, Project Puppeteer emerged. The being in front of her stood a good head taller than Trixie, resembling an Alicorn. However, it was much bulkier, as to be expected given there was a pony inside. The armor was white painted mithril, golden lines of mana running throughout the form and golden barding around the neck and legs. Six large cone-shaped objects extended off the back, encircling one large spike in the middle. As it cleared the container, two huge mechanical wings extended off the back. Masquerade's eyes were visible in the head though a pair of holes, still as emotionless as ever.

G5P00: CODENAME: PUPPETEER...

A black visor slid down over Masquerade's eyes, completing the helmet. The horn glowed blue and a huge silver broadsword with a golden hilt came flying out of the chamber, floating next to the massive powered armor.

FULLY ONLINE.

“Marionettes are androids intended to serve S.M.I.L.E.'s wishes. Puppeteer was deemed a proper name for a Marionette controlled directly by the agency's head,” Masquerade explained, voice gaining a mechanical echo but otherwise unchanging. “This armor was admittedly not intended to defeat Celestia, merely survive combat with her to aid Fate's chosen. Fortunately for me, you are not Celestia.”

Trixie took a few steps back, staring up wide eyed at Masquerade inside of her war machine.

“I admit, this is not ideal. I was hoping I would be able to activate Puppeteer and return the battle while you were fighting the obstacles I placed before you. It may have been enough to turn the tide back in our favor. Know that if I am victorious, I will still do that without hesitation.”

Trixie's eyes narrowed. Her memory flashed back to the others, all fighting...for her and her brethren. She quickly swung her horn a few times to make a 剣 symbol that became a sword when she swung her horn through it.

=It Has to Be This Way – Metal Gear Rising Revengance=

Masquerade's armored suit charged forward, swinging its sword several times. Trixie, knowing she was no swordfighter, focused her sword on deflection rather than actually attacking. Even then, the force didn't make that easy. Masquerade formed a now blue gear chainsaw around her right hoof and slashed at her several times, Trixie flapping her wings to fly back and evade the weapon's more powerful swings that sliced straight through pieces of the room while also having to watch out for the telekinetically wielded sword.

'Her attacks not using telekinesis are a bit stiff...' Trixie thought as she did her best to parry the powerful strikes that could likely bisect her if a clean one connected. She knew blocking head on would be a mistake given the huge suit clearly had the power edge. 'Of course. Not only is she injured, that suit still has a pony inside. Probably why she has that sword in the first place.'

Trixie fired several magic beams, but the mithril armor endured them as the massive powered armor simply charged right through them and tackled her. Trixie looked back, realizing she was about to be tackled through the wall. She promptly fired several beams into it to weaken it before they slammed through it and into the hallway behind it.

The azure android saw the broadsword coming down and teleported back to avoid, firing multiple beams into her opponent to little effect. 'You're small and nimble. She's got the power game, '

Trixie spread her wings and flew up, dodging a slash from the mare in powered armor. “Come and get Trixie!”

“As you wish.” Masquerade spread her wings and took off into the air, slashing with both her sword and chainsaw. Trixie evaded with her better mobility, using the sword to parry her opponent's physical blade as best she could before delivering an Earth Pony strength buck to the powered armor clad mare's chest and knocking her back. Masquerade caught herself and fired a magic beam from her armor's horn in retaliation. Trixie countered with her own beam, the two colliding and battling back and forth until they exploded a little closer to Trixie.

Trixie gasped, feeling something as the two beams met. “That...Your magic feels the same...”

Masquerade nodded. “It should. Your horn contains Meadowbrook's wand, Puppeteer's contains Starswirl's.”

“...Should have guessed you'd be the one to have it.”

“It was obvious, was it not? Do not expect this to be easy, G4T01.” The cones on her armor's back detached and flew into the air like guided missiles, each firing a thin blue magical beam at Trixie. “Did you think we were unaware of Puppeteer's limitations?” The azure android eeped and dodged them until Masquerade flew forwards and made several slashes with her sword. Stuck parrying the sword strikes while trying to dodge drones, Trixie let out a cry as one of the beams collided with her back, blasting her forwards into a strong punch from Masquerade that launched her into the ceiling. Trixie grabbed her sword in her mouth as she fell back down, being forced to manually block the powerful sword slash that came next. While able to withstand it (likely due to her metal form), Trixie couldn't stop the momentum and found herself hurled across the hallway and slamming through a row of chairs.

Trixie gave a groan, oil seeping from her back both from the beams and from the impact driving pieces of wood into her artificial skin (though thankfully the wood broke before it could go through her metal insides). She gave a gasp as she was forced to take flight to evade a rain of beams from Masquerade's drones, the Director approaching her. “Okay...facing an opponent a lot stronger than you with the fate of the world on the line...what would Twilight Sparkle do?”

The azure android barely evaded several more blasts from the drones. Masquerade flew up as she was distracted and grabbed her around the head with both hooves before chucking her into the ground like a rag doll. 'She'd put up a shield to protect herself, then fire some big beam...which Trixie can't do...' She barely avoided a slash from Masquerade, flying backwards. The Director fired several magic gears her way that she dodged, but left her open for a charging punch that threw her further down the hallway and put a dent in her mithril body. 'Trixie isn't Twilight Sparkle...' Time seemed to slow to a crawl as a realization set in. '...Why am I asking that?! I'm already trying to fight like Twilight Sparkle! Twilight meets force with force or with her brains! Trixie...'

Trixie teleported and appeared nearby, weaving through the attacks until Masquerade slashed through her...and the mare burst into confetti.

The real Trixie fired a charged magic beam and fired it up the engine of one of the drones, causing it to explode in a rain of metal. She then teleported again, appearing behind one of the other drones...while another Trixie appeared behind the one that took aim at that one. A third drone fired at that Trixie from behind while the second one fired at it's Trixie. Both Trixie's vanished into nothing and the third drone blew up the second one while the true Trixie blew up the third with a beam into the engine.

'Trixie meets force with tricks!' Trixie thought, giving a smirk.

The three remaining drones retreated...back to the charging Masquerade, who punched Trixie hard enough to send her flying down the hallway as drones reattached. As she was flung back, Masquerade threw several magic gears at the mare. The azure android managed to teleport, reappearing to the side. The Director swung her sword...behind her, bisecting her opponent...who turned into a shower of confetti.

The true Trixie she'd believed to be an illusion flew forwards and delivered a powerful Earth Pony level punch to Masquerade's back with as much force as she could manage, launching her forwards and managing to dent the metal a little bit. “A good magician doesn't just keep reusing the same trick!”

Before Trixie could follow up, however, the Director bucked backwards and caught Trixie in the chest, sending her flying through the air and crashing to the ground.

“Do not get cocky, this has just began, G4T01,” Masquerade replied, the center spike on her back cracking with energy as she flew up into the air and threw her front hooves straight out. The chest panel to the Puppeteer sprung open, revealing the mana engine behind several lairs of glass. As the energy built up in the back spike, the power being sucked in began to resemble a solar eclipse behind her and the mana engine glowed brighter and brighter.

“That doesn't look good...” Trixie muttered, eyes going wide.

Something beneath the opening in the armor glowed a bright blue and mist came off of it right as the power reached its maximum and a gigantic beam of golden energy erupted out of the mana engine the filled the entire hallway.

“Horseapples!” Trixie screamed, eyes going wide as the beam of destruction made its way towards her.


The Phoenixes flew up into the sky to prepare for another charge...and watched a massive golden beam erupt out of the side of Moirai and far into the sky, parting the clouds as it passed. When it finally cleared, a huge hole had been blasted in the side of the flying fortress.


The beam faded and the Puppeteer's chest closed back up, steam coming off the entire armor. The hall was was scorched and obliterated, exposing the piping (which expelled steam) and wiring with a huge hole letting in moonlight now at the end. The floor was ripped apart, to the point that in some places the next floor was visible.

Masquerade trotted forwards, looking for any sign of her opponent as her hoofsteps resonated loudly. Hearing a noise behind her, she spun around while firing several gears down the hallway and smashing into the one intact wall in the entire place. No sign of her opponent anywhere, not even an illusion.

“If I scored a direct hit, she would have been vaporized, so it would be logical that nothing would remain,” Masquerade stated emotionlessly.

Suddenly, Trixie flew out of what had been a nearby storage closet (the door and door frame no longer existing) and landed on Masquerade's back. “Here's Trixie!” she yelled, latching her legs around the middle spike and firing beams point blank into the Puppeteer's back. After a few blasts, oil oozed out of a break in the the armor.

Masquerade attempted to turn around and get a sight on her nemesis so she could aim her sword properly without hitting herself, but the armor itself obscured her movements. She staggered back as Trixie continued blasting away at her armor, drawing more and more spurts of oil. Finally, the massive powered armor fell backwards through one of the holes torn in the floor by its chest cannon. Trixie folded her wings to her sides as she was on the bottom when they hit the floor below...and drove through it. After being thankful for her mithril construction (and getting a few new dents in said construction), Trixie used all her telekinetic and physical power to pivot her weight and flip them over as they fell, slamming Masquerade into the floor below as hard as she could.

“First floor, pain...” Trixie snarked, getting back up and shaking off bits of building. She was suddenly forced to jump back as Masquerade's sword swung at her through the holes in the ceiling, then had to fly back further to dodge more magic gears thrown in her direction. “Okay, Trixie knows she's made of metal, but you have got to have felt that!”

Masquerade stood back up, bits of Moirai's construction falling off her armor. “I did. I am in excruciating pain throughout most of my body at this moment. Particularly due to the strain Puppeteer puts on the body of its pilot. I imagine I should have blacked out from it by now.”

The pony inside a mechanical suit charged forwards, swinging her sword and forming her gear chainsaw. Trixie formed several scarfs and wrapped them around Masquerade's legs as she fell back, trying to tie her to the walls around her. The Director merely kept charging, the scarfs and what they attached to being ripped out of the wall. The azure android flew and weaved as her opponent reached her, doing her best to use her smaller size and more agile nature to compensate for being far weaker. “You certainly don't act it!”

“Yes, I am. It is the only reason I have not destroyed you yet,” Masquerade explained, her voice not carrying an ounce of hubris or anything else for that matter. She formed a chain of her magic gears and wrapped it around Trixie's waist and pulled her back as hard as she could, trying to slice the mecha Alicorn in half with her sword.

Trixie fired a beam that turned into a heavy weight, hitting Masquerade's sword and knocking it off course enough for her to dodge...but Trixie still had the forwards inertia to deal with and went flying straight through another wall at the end of the hallway.

“Ugh...” the azure android muttered, getting back to her hooves, the fake skin now gone from her right back leg and a little oil spilling from the impact. “Note to self: getting thrown through walls is completely within Trixie's realm of survivability...If she survives this, she's going to have a lot of new tricks to perform...”

Trixie looked around her, finding herself in the abandoned defense control room. The room was now cast in a blood red light from the alarms going off, including several detailing a heat measurement that was quickly entering the red. She trotted over to the door and tried to open it, but found it completely unwilling to budge. “Smart, they blocked it...” she muttered, aware that anyone getting back inside wouldn't have gone well for them. The android looked to the cameras, noting the battle was still raging. Their forces had managed to push the Stallions in Black back by a considerable amount, now firmly having the upperhoof. That was when she saw Gypsy look directly at her in one of the cameras, seeming to ignore the battle around her for a moment. Trixie had no choice but to try and read her lips as she spoke.

“'Look for the blue glow'...” Trixie mouthed, following Gypsy's lip movements. Then the moment was over and Gypsy resumed her powerful magic assault on her former captors. “What does that mean?”

Before the android could consider those words further, Masquerade came bursting through the hole that Trixie had made with her body (widening it considerably). Trixie jumped back before ducking under a slash. She quickly took stock of her surroundings...and realized something that made her smirk. Trixie jumped up again, dodging another slash. 'In this enclosed space, her sword is too big to be practical.'

Surely enough, when the Director tried an overhead slash, her sword had to cut through the ceiling, slowing it down enough for Trixie to rush forwards and deliver a jumping punch to her head with all her might. The result was half the Puppeteer's visor shattering, exposing its pilot's right eye. Masquerade staggered backwards and slammed had against the wall, the spike on her back jabbing a hole straight through it. She retaliated by throwing several gears Trixie's direction, which the mare ducked...leaving her open to a punch to the face that sent her flying back and slamming against the opposite wall. She felt oil run down her face and shards fell to the ground.

The azure android put a hoof to her right eye, finding her optic now exposed. “Well, now Trixie and Lightning Dust match...”

As the two got back to their hooves, another alarm went off. “WARNING! WARNING! MANA ENGINE OVERHEATING! CRITICAL FAILURE IMMINENT!


“There you go!” chimed Mecha Radiant, applying her healing magic to Gilda's injured front leg.

The griffon flexed her leg to check it. “Huh, good as new. Thanks squirt,” she said, rubbing the android's head before flying back to the battle.

“You're welcome!” the child-like robot replied, now well behind the balloon fort and being watched carefully. The fort wall itself was gradually being pushed forwards as they advanced against the enemy, putting a larger void between her and the fighting she seemed largely oblivious too. “Next!”

“Doing okay there, little buddy?” Iron Will asked, picking an agent up over his head and hurling them across the room. The huge minotaur had his false skin torn in several places, exposing mithril.

Teddy nodded, blocking an agent's punch and letting his 'little brother' clothesline them. “Just feeling a bit...run down...” he said, his mana lines (of which now many more were exposed) fading a little bit.

“Iron Will hears you. Iron Will is getting hot...” the minotaur android replied before Lemonheart's Angry Mama Lemon tackled an agent behind him. The familiar had many slashes and scratches on it, all of which leaked lemon juice, but it was still fighting.

“Here,” Lemonhearts said from atop her familiar, floating him and Teddy cups of lemonade. It was decided her being on 'give the Marionettes coolant' duty was a good idea, given making a refreshing drink was one of the most basic aspects of her talent.

At the same time, Ace had a similar conversation with the sports trio, all four using hockey sticks, bats, and the rest of their sports related arsenal to fight the enemy off.

“Suri! Incoming on the right!” called Bright Future, still 'combined' with his sons' creation and fending off agents with the arms under his control.

“I got it!” Suri called, swinging the lever and batting off an Elite Agent, but his beam still connected, blowing another hole in the mecha's armor. It already had quite a few, the cockpit had been cracked multiple times, but the androids inside were largely safe. For now anyway.

Svengallop noticed a pegasus agent coming up behind him and swung his lever, knocking him away. “...Okay...this is admittedly exhilarating.”

Riptide surged above them on her wave, slamming several pegasi agents away with her ice staffs. “Hands off my man!”

Bright Future's response was to blush.

In addition to just generally attacking, the gifted unicorns had another duty: teleporting any Marionette Agents that were exposed to the cells. Now that no one was in the lab, this was an important job.


A single red tied agent managed to escape the fighting and hid in a broom closet. In a sudden flash of green fire, a Changeling drone stood looked into a magic ball with the nightmarish face of Queen Chrysalis staring back at him.

“My Queen, S.M.I.L.E. is falling to Equestria's forces,” he explained. “It looks like Project Siege will not be happening.”

The Changeling Queen gave a sigh. “Fine. Looks like we'll have to go with plan B and accept the real Radiant Hope's invite since the access codes you got me are now worthless.”

“Should I return to base, my queen?”

“Yes...”

The drone waited a few moments. “...How?”

“That's for you to find out, drone. You think I would send someling important into a lion's den?” Chrysalis replied with a chuckle and 'hung up.'


Longhorn was punched in the face, the force of the blow sending him staggering back and slamming against the wall. Oil was dried on his face from a gash one of Applejack's blows had opened up, revealing Mithril armor beneath with golden mana lines going through it. Applejack charged him, only to be tackled by one of the other gang and having to focus on evading both big bull's blows.

“I'm here!” Pinkie said, appearing over one's shoulder, then ducking to avoid a swipe. “No! Here!” she called, popping up over the other shoulder. “Now I'm here!” she called, head popping up over his head and causing him to bonk himself on the head.

Rainbow Dash did a flying side kick to one of Longhorn's 'brothers', driving him back against the wall. Both her and Applejack had a number of new bruises.

“Darn it!” Applejack muttered, bucking her attacker off, who then ran interference on Rainbow Dash. “Ah'd have finished this varmint off a long time ago if it weren't fer us bein' a mare down!”

“Tell me about it...” the cyan pegasus replied, dodging to avoid the now two on one attacks.

“Aww, unfair, ain't it? Like having an Alicorn Princess on yer side!” Longhorn replied, giving a snarl and preparing to charge Applejack head on.

“Did somepony say they were a mare down?”

Longhorn turned just in time for Trail Cutter to drill him in the jaw with a hard left that sent him staggering back. The green android had a portion of his head skin tore off from the fights on the way over, revealing his mithril skull.

“I have a mare right here, can she help?” the large android asked, Fluttershy flying up behind him.

“I'm so sorry I'm late! There's so many agents out there! Even with Trail Cutter helping me it took me a long time!” the shy pegasus exclaimed. The bull that had kept double teaming Applejack and Rainbow Dash snorted and charged her...only for her to lock eyes with him and stop him in his tracks. “Now listen here, young man! Have you been giving my friends trouble again?!” she asked, finally unleashing the Stare that she had admittedly been holding back the entire night.

The bull android cowered in instinctual terror. “U-Uh...m-maybe?”

Applejack smirked. “Thanks, Fluttershy! Now it's just meh and you, Longhorn!” she exclaimed, charging Longhorn. As she sidestepped the strike he met her with, she dealt him a hard jumping blow to the side of the head that shattered on of his eyes, exposing the golden optic beneath and sending oil flying.

The big bull roared in fury and charged the farmer with intent to gore her with his horns, only for her to jump on his back and wrap her forelegs around them. Applejack pulled his head back and sent him crashing to the ground hard.

“Time fer a rodeo, Longhorn!” the orange Earth Pony yelled, producing a lasso and wrapping it around her enemy's hind legs. Leaping to the ground, she strained, pulling and twisting her body. She put every ounce of strength into lifting the big android off the ground and spinning him around. She let go, sending him flying down the hallway and slamming hard into the ground with enough force to leave a crater.

“Yah...yah ain't gonna whip me, yah pathetic pony!” the bull muttered, getting back to his feet and face growing red. Steam shot out his nose and he charged without care for what got in his way.

“Oh yes Ah am!” Applejack called, charging forwards to meet him...then sliding underneath him and bucking him square in the chest as hard as she could.

Longhorn screamed as he was launched into the ceiling hard enough to leave a Longhorn shaped imprint. The bull android fell hard to the ground, stunned long enough for the mare to jump on him, hogtying him with her rope. And then some more rope (Applejack never went on something like this without lots of rope). Then tying his mouth shut for good measure. Good thing too, as the string of profanities he would have said would wilt any flower in ear shot.

“Yee-haw! Ah think that'd have won me the blue ribbon at the rodeo fer sure!”

Rainbow Dash, now likewise able to focus on one target, darted around her opponent at high speed, dodging his attacks, and finally flying into him with her built up momentum, knocking him into the air. She flew up behind him and hammered him back to the ground with a hard buck where Applejack quickly tied him up. “Three down, two to go!”

While this had been happening, Pinkie Pie had somehow managed to make her opponent tie himself up with his own limbs in a way Blossemforth would likely sympathize with. “Silly! We were playing tag! Not twister!”

“And THAT is why you don't terrorize other creatures! Are! We! Clear?!” Fluttershy asked, keeping up the Stare on full blast at the remaining bull the entire time her friends had been fighting.

“C-Crystal!” the bull android replied, then willingly offered his hooves to be tied up.

“...Good job, Fluttershy,” Trail Cutter replied, giving her a smile as Applejack tied up the final bull.

“Thank you!...Oh...Is your head okay?” the shy pegasus asked, giving a whimper at the sight of exposed mithril.

“Yes,” said the green android replied, not seeming to notice the damage done to his head.

“Okay...”


=Collective Consciousness – Metal Gear Rising: Revengeance=

Starlight snarled, teleporting up and preparing to fire a beam down at the memory squad head...only for one of Mindwipe's agents to jump in the way and take the beam. While clearly hurt, the agents fired back, blasting Starlight to the ground where several others tried to beat her down before she managed to teleport away.

Bon Bon growled, trying to make her way through the agents to the memory squad head, but they just wouldn't stay down. “You really are a coward, Mindwipe!”

“I am not a coward, I merely am aware that you would kick my flank in a fair fight,” Mindwipe replied, giving a smirk but never losing his cultured tone. “Come now, why don't we just end this peacefully and I go wipe your memory of this whole mess?”

Lyra groaned, getting back to her hooves after being ducked back by one of the agents. She blasted him back with a converging blast from her magic hands, but he simply got right back up. “We're getting nowhere!”

Starlight got back to her hooves. “I beat Twilight Sparkle, I have to be able to beat this guy...” she muttered, jumping back to avoid the mindless agents. She might have had a lot of sheer power, but melee combat decidedly wasn't her strong suit. She wished she'd had more time to actually be Twilight's student and LEARN more spells in preparation for this. Every time she tried to simply imprison them, Mindwipe had them dodge, or another one free them quickly. And whenever she tried to teleport in to finish it, he had one of his puppets there to protect him. “How do you beat somepony who's in this many places at once?” she whispered, blasting back a puppet agent who just got right back up despite his injuries. The mare suddenly gave a gasp. “Wait...That's it! He ISN'T...” she muttered, noticing where Mindwipe was keeping himself: behind his men, watching the battle constantly. Able to see and make them react quickly.

She quickly teleported next to Bon Bon and then Lyra, whispering something in both their ears. They both nodded and then charged forwards.

“I can do this all days, ladies,” Mindwipe said. “You'll tire before my agents give out. Don't worry, you won't remember losing.”

Suddenly, Starlight teleported herself...and both her allies.

Mindwipe's eyes went wide and he looked around in panic. He quickly used one of his agents to protect himself from a magic beam by Starlight from above. He saw Bon Bon behind him and prepared to have another puppet protect him...only to be sucker punched by a powerful uppercut from one of Lyra's magic hands with enough force to knock him upwards and see stars. As he fell, he looked down...and his eyes went wide as Bon Bon launched up, Starlight using her telekinetic flying to give her a boost. “Horseapples...”

Bon Bon gave Mindwipe a roundhouse kick to the nose, then pulled himdown and punched him in the stomach, completely knocking the wind out of him. She pushed him down, using the memory squad head to break her fall.

The agents suddenly snapped out of Mindwipe's control as his concentration broke...and then fell to the ground, near instantly blacking out from the accumulated pain.

“Equestria, I failed you...” muttered one before passing out, earning a look of sympathy from Bon Bon.

Starlight wasted no time and promptly teleported ALL of them to the pre-set up prison cell.

“Ow...how...how dare you...” Mindwipe groaned, coughing with pain induced tears in his eyes.

“I didn't hit you THAT hard,” Bon Bon said, rolling her eyes.

“And I'm not used to being hit!” Mindwipe then looked up as the three mares surrounded him, glaring down. “N-Now ladies...T-There's no need for violence!”

The night unicorn's eyes darted between the three mares, who were approaching him...he promptly let off a flash of bright light from his horn, blinding all three for a few moments.

The trio shook their heads as their vision cleared, finding the Night Unicorn gone. “Where did he go?!” Starlight asked, looking around frantically.

The trio heard a rocket go off and ran into a nearby room where several strange pods with rockets on the end facing in towards Moirai. One was missing, an opening to the outside of Moirai now fully visible. “Coward took an escape pod!” Bon Bon exclaimed, kicking one of them.

Starlight snarled in rage...until the beige agent put a hoof on her shoulder.

“We'll get him later,” Bon Bon replied, giving a growl. “...I wanted to get him too, trust me I did...but we've got other things we need to do.”

“...Fine...” Starlight said, giving a glare back to the hole previously occupied by an escape pod.


=Megalo Strike Back – I Miss You Earthbound 2012 =

“This game is fun!” Marshmallow chimed like a child sincerely having a good time...as she fired lasers, missiles, and other weapons at her opponents.

“Look! Will you just listen?! We don't want to hurt you! And we're just trying to stop Masquerade from doing something that will get ponies hurt!” Sunset pleaded, dodging and weaving despite having taken several hits.

“Your speeches are boring! Why do you keep making them?!” the android shouted, sounding like a child who found a school teacher's lectures boring and would rather play instead. “The Director is right, you're wrong! That's all I need to know!”

Rarity summoned ANOTHER couch to serve as cover, poking her head out and rapid firing several pieces of rubble at Marshmallow, the android's barrier keeping her safe. “We're running out of ways we can try to talk her down, darling!” she called, the trio having tried literally every one they could think of.

Marshmallow charged up her forehead cannon considerably, firing it and blowing a hole through the cover, blasting Rarity back and leaving a burn mark on her chest.

“We might need to try something else, we can't keep this up for much longer!” the fashionista exclaimed, cringing and getting back to her hooves. “She's also completely ruined my outfit!”

“Twilight, Rarity's right...” Sunset replied, putting up a barrier to block more gatling beams, but then having to teleport to dodge a missile. “...She won't stand down, we don't know what's PAST that door to teleport to, she can't be reasoned with, and we can't fry her failsafes...And we're out of mana candy.”

Twilight put up her shield to block a beam, the room at this point barely identifiable AS a room and all of them were battered and had burns. Like Sunset, she had to jump back to avoid a missile, but didn't quite get out of the blast radius and was sent flying back into the wall. Sunset had to jump in and shield her from a follow up blast. The Princess of Friendship gave a sigh. “...You're right...I hoped we wouldn't have to, but... Aim for the chest, if her CPU survives maybe Bright Future can do something for her...she isn't like Longhorn, I think she genuinely doesn't know what she's doing is wrong.”

Rarity nodded. “I hate to say it too, darling, but I can't think of anything else we can do to stop her...I think I can handle that shield emitter if you distract her.”


Trixie found herself thrown across the room into a control panel that let out an explosion of sparks on impact. As Masquerade formed a gear drill around her right hoof and charged, the azure android managed to quickly create the 火 symbol again, blasting the armored Director with a cascade of fire. Before, her armor could have just withstood it, but with her shattered visor, Masquerade had to stop and shield her face with her armored leg.

When the flames died down, the paint had been burned off her foreleg, exposing scorched mithril.

“You are considerably stronger than I anticipated, G4T01. Then again, you are currently complete,” Masquerade replied, approaching at a mechanical pace...then she noticed one of the monitors their fight hadn't destroyed. Namely, the one showing the battle with Marshmallow. Trixie followed her gaze to the monitor. “I see. You brought a team and split up on the way to my room. That is how you arrived earlier than I anticipated.”


Marshmallow began charging her forehead cannon to full power once again, keeping suppressive fire with her gatling guns and other weapons in a massive hail of beams.

As the resulting beam tore through another summoned couch, Sunset and Twilight flew up into the air and crossed horns, gathering magic into them for a combined spell. While Marshmallow turned her attention towards them, Rarity slid out of hiding and launched several summoned gems with pinpoint accuracy and as much force as her telekinesis could manage. The crystals slammed directly into the forcefield emitters in the android's chest, bending them and causing them to begin sparking as the shield failed. The two Alicorns let loose their combined attack, a swirling sphere of magenta and golden energy that slammed into the android's chest full force before detonating in a sizable explosion of magic.

“Hehe...Sorry, Director!” said Miss Marshmallow simply, purple and golden energy crackling through her and fiery energy bursting out of her damaged mana engine as she fell backwards and exploded in a huge blast that destroyed what was left of the room, followed by her missiles all detonating. Fortunately, Twilight and Sunset were more than capable of putting up a shield to protect the trio.

The ponies coughed as the dust cleared, Miss Marshmallow's head crashing to the ground and bouncing over to them, stripped down to the bare metal as her optics went black.

“She exploded! Why did she explode?!” Twilight asked in complete panic. “I just wanted to disable her body, not blow her to bits!”

“Well we both thought she could take it and I've barely been an Alicorn for 24 hours! I'm still getting used to how much I have to hold back!” Sunset replied, looking around nervously with her ears pinned back. “Oh! Look! Her head survived! That means her CPU is alright!”

The princess of friendship gave a sigh of relief and walked over. She frowned as she gently picked up Marshmallow's head in her telekinesis. “I'm sorry...” The Alicorn's eyes went wide as the head's optics suddenly sprung to life and looked at her, forehead cannon charging up what energy remained in its system with the mana engine itself destroyed.

“I'm not!” Marshmallow screamed, her voice distorted and garbled, but still unmistakably cheery as she prepared to blast Twilight pointblank with a fully charged blast.

To be continued...

*Cue cheery ending music*

Author's Note:

Next chapter should be the finale, unless things go overboard.

As with all big reveals, I've foreshadowed just WHAT the Puppeteer was since they arrived here. Can anyone guess them?

I do admit, I enjoyed the Red Herrings that Masquerade was a Marionette. It probably distracted from the foreshadowing that Marshmallow was the real one. The big bit of foreshadowing was Bright future explicitly saying TWO weapons. As you can probably tell, one was the Puppeteer, the other was Marshmallow.