• Published 18th Aug 2016
  • 1,532 Views, 32 Comments

Pony la Pony: Shattered Lives - Flash Notion

Fusion Fic with Kill la Kill. Replaces EQG 1 chronologically. When Twilight chases a thief through Starswirl's mirror, she finds herself in a world without friendship, with new rules of magic. Will she succeed in recovering her Element of Harmony?

  • ...

Episode 5: For Want Of A Crown

Breathe in, breathe out.

She flew high, higher than most pegasi, up where the air got thin and cold. The sky was starting to darken above her. She was a ghost, a speck in the corner of the eye. Nopony would see her. Especially not with the layer of clouds between them.

Besides, they were busy cleaning up the mess that somepony had made of the main roads.

Breathe in, breathe out.

Her target was hard to miss; the mountain dominated the land. Its peak gleamed in the sunlight.

She tucked her wings in, using only the tips of her feathers and her tail to guide her down. Wind stung her eyes and forced her feathered crest back. The ivory towers below grew ever larger.

Just before she became a grease stain on the face of the world, she pulled up, wing muscles straining, and landed near silently. Only the clack of her front claws hitting the stonework gave her away. Still, the school likely had a detection system. A place as dangerous as Canterlot High would not go without one. She pulled her saddlebags off and walked to the low wall at the roof's edge.

Breathe in, breathe out.

She brushed her crest back into place and examined the school. The tapering towers and shining halls made her sick. Snobs and posers, every one of them. Maybe not her target, but if anything the target was worse. Dangerous.

She scanned the windows, searching.

Breathe in, breathe out.

There. A room about halfway up the building, on the eastern side. She concentrated, eagle eyes at work. It looked like... math class.

Great, she thought, I'll be doing 'em a favor.

She reached into the bag and pulled out a metal case with a silver hoofprint medallion on it. A little ostentatious for her taste, but whatever. She opened it with a simple twist of the print, though there was a biometric scanner inside that would not respond to unauthorized users. She was authorized.

Breathe in, breathe out.

Mage armors could withstand just about anything. They were tough. An Element would be even more powerful, but she was confident she could do this. The weapon in the case was made for it.

To an unsuspecting pony, it would look like a simple crossbow. Nothing too special. But looking a little closer... It was made of metal, not wood; instead of being reloaded by hoof- or claw- each time, a belt of ammunition hung from the side; there was no string, either, but instead a series of lodestones in the sides.

The mag-bow was her weapon of choice for missions like this. It could hurl drill-tipped bolts at supersonic speeds, at a rate of more than 50 rounds a second. Perfect tool for combat.

But this particular mission required accuracy. Which is why there was more stuff in the case. A lot more.

Breathe in, breathe out.

She screwed on the lodestone-studded tube, and pulled the stock out. A switch above the trigger switched the weapon to single shot firing. She opened up the bipod and crouched down so it rested on the wall's edge. She didn't bother with a scope.

Breathe in, breathe out.

She refocused on the classroom. Her claw tightened over the trigger. Her target was about to be out of her misery.

Breathe in-

“Oh the horror!”

She winced at the grating shriek. Not only because of the unwelcome interruption; the voice was simply annoying. “What do you want, dweebs?” her raspy voice carried across the roof.

Crying ponies knelt beside a flower bed, which she'd made sure to trample on her way down. Her prints made a glaring pathway through the blooms. One pony in particular, with ivory fur and a dark red mane, glared at her. The pony wore a gemstone-studded apron of metal, watering cans plunked oddly over her hooves like horseshoes. Two saddlebags of dirt hung off her flanks. “You should be ashamed, treating a garden like that!” she spat.

The shooter stared for a moment, then held up a claw. Sunlight reflected of her talon. She reached into the garden and pulled out a particularly large and elaborate flower.

The pony gasped. “P-put that down!”

“As far as I'm concerned, any of you that uses magic to get things done can beat it.”

“And what do you know about magic?”

The shooter dropped the flower and turned away, crushing it under-paw. “None of your business,” she growled. “Bonehead.”

The gardener looked about to faint. “Sh-she stomped one of the Sacred Star Flowers!” A couple of the others actually did faint, which didn't raised the shooter's opinion any. “You'll pay for that!” The pony waved a hoof, and her fellows poured fertilizer and seeds into her dirt pouches. Quick as whips, black stems and leafy maws sprouted towards the sky, gnashing crystal teeth. The plants struck at the edge of the roof where the shooter stood, and stone pulverized into dust. “Anypony who messes with Rose Luck's garden will get potted!” she coughed on the dust, but continued, “By my two-stone, green-hoof enhancing, gardener spec mage armor!”

The dust cleared, and the shooter shot back into the sky on wide wings. She looked down at her mag-bow; the accuracy upgrades were all broken. She stripped off what was left and took aim at the students below.

The shooter yanked back on the trigger, and dozens of bolts sprayed down. The drill-bits burrowed through metal and jewel, but not flesh. No-longer-a-threat ponies dropped to the ground.

“What?” Rose Luck glanced at her downed companions. “But no weapon can hurt a mage armor!” The ponies stayed down anyway, and the shooter was advancing. Rose gulped and pulled a single large seed from a pocket. She threw it down, and the flowerbed erupted into a larger version of the things in her pouches. It roared at the shooter, who didn't flinch. She aimed her mag-bow and fired as the plant bore down on her.

“Yes! Devour her!” Rose cheered. “Feast upon her-” A single bolt drew a line across her cheek. The mare raised a hoof to it in shock, staring at the blood, only a shade richer than her mane. She looked up and watched as the vines withered to nothing. A claw reached out and hefted the crumbling carcass of vegetation away. “What's happening?” Rose moaned. “My powers...”

“Are gone, loser.” The shooter stepped forward and placed her bow against Rose's forehead. “Just like you're about to be.”

“Please-” Rose begged.

“I don't much like flowers.”

“I was only trying to-”

She flinched as the bow poked her muzzle. The shooter held it there a moment, and savored the sight of the helpless pony.

“And I really. Hate. Being interrupted.”

Breathe out.

Twilight yawned. She was still tired after yesterday's whole debacle, and while the lesson would normally have kept her engaged- advanced trigonometry with a focus on geometric convergences- she was looking forward to her free period, so she could take a nap.

At least Cell was quiet. Her dress seemed to run low on magic during second period. She hadn't said a word since. What did sentient armors do with their time, anyway? When they weren't talking, absorbing magic, or fighting, that is. Did they sleep? Dream? Maybe Cell was composing poetry or writing a novel.

Twilight shook herself out of her brief reverie. Professor Neigh was writing down their problems for the night. Page three-oh-seven, questions fifteen through twenty seven. Show all work. Naturally, Twilight thought. As she jotted it down in her notes, she kept one eye on the clock. The second hand ticked closer and closer to the moment when the bell would ring.

If Twilight hadn't been so distracted, she might've noticed the short but intense battle on the courtyard wall. She might've seen the taller of the two fighters take something from the other, before flying away. She might've been better prepared for what came later.

Pony la Pony
Chapter 5: For Want Of A Crown

Twilight was peeved. All she'd wanted was a nap.

Instead, she found herself having to face down yet another club full of students who really should've known better. And who had, once again, pony-napped Derpy.

“Solar Magic, Harmonize!” she shouted, mostly for effect. Ponies seemed to back up a smidgen when they heard her battle cry. “Element: Celestia!” A touch of ring to horn, a spurt of magic, and the dress came to life. Encased in crystal armor, Twilight was confident in her ability to school these ponies. She managed a smile at her thought-joke.

Said ponies had gathered in the biology lab. Derpy was strapped to an operating table- judging by the tools they held, the 'scientists' had been prepping for a dissection. Which it looked like they'd already preformed on themselves. Gross, Twilight thought, dodging scalpels as she took in their strange armors. And yet, oddly fascinating. The mage armors worn by this club made them look half dead, their flesh and fur stripped away on one side to reveal muscles and bone. Crystalline ligaments pulled at their limbs as they threw small, sharp blades.

Which Twilight brushed off easily as flies. “What is with you ponies?” she complained. “All everyone does around here is take hostages.”

“You're amazing Twilight!” Derpy cheered. She seemed oblivious as ever to her predicament. Perhaps as a cruel joke, a few stars resembling Twilight's cutie mark had been pasted to the table's surface.

“Ha! Your friend isn't a hostage!” The club president stepped out from behind a gene splicer. His glasses, bad acne, and spindly limbs identified him as probably the geekiest pony she'd ever met. “She's just our Guinea Pig!”

More club one-stones rose up in defense of their prize. Some wielded the same scalpels, others held amputation saws or scissors. One wielded a giant syringe.

Twilight found she couldn't hold back a yawn as the attacks bounced off Cell. She'd really been looking forward to that nap. Focus, her armor reminded her.

“I know, I know,” she said tiredly. She held up her sword to block her face; the very last scalpel bounced off, snapped in half. Twilight tensed for a moment, waiting for a last-second surprise attack. When nothing happened, she stepped forward.

“Impossible!” the leader gasped.

“Why don't you study this, Poindexter!” Twilight reversed her blade and spun, slashing through the armor of every pony in the room. A hole tore open in the wall, and unconscious club members flew out onto the grass.

“Finishing move, Kesshi Soshitsu!” Twilight dropped down; her sword point stuck into the ground, and she landed with all four hooves against the blade. It was a pose that would make Photo Finish drool. Twilight quickly realized it was ridiculous and hopped to the ground.

A bit of pride seeped into her though as the club's armors dissolved into dust. At the same time, Cell grew warmer. It seemed her friend was pleased as well.

“Wow.” Twilight glanced around at the rubble she'd strewn across the courtyard, and the giant hole in the school wall. The new giant hole, since there were still a couple left over from her and Cadenza's fight. Her armor melted back into dress form. “Guess we don't know our own strength anymore, huh Cell?”

“Twilight!” Derpy flew out and grabbed her by the shoulders in a spinning tackle hug. As tired as she was, Twilight was taken off her hooves easily. “You're the best!”

After removing the adoring pegasus from her neck, Twilight took a seat on one of the inner courtyard's benches. She opened her saddlebag and pushed her sword inside. Derpy observed the impossibility and shook her head. “I still don't understand how you do that,” she remarked.

“Just a little spell I learned back home,” Twilight blushed. “Actually, it was this odd earth pony living in the clock tower who showed me something could be bigger inside than-” Twilight paused when she heard the sound of chewing. She looked over and saw that Derpy had moved on, producing lunch and eating with her usual gusto. “Good idea,” Twilight chuckled. “I can't sleep but I can at least eat.”

Cell made a noise of vague disapproval.

“What?” Twilight demanded.

Oh, nothing.

“You sighed. That is not 'nothing'.”

There's something different about your magic today, Cell stated cautiously. It seems... salty.

“Really? What does that mean?”

Something's changed, is all. It could be physical- maybe a few too many fritters last night?

Twilight sniffed. “I don't think so.”

I tease. It's emotional- you're just a tiny bit arrogant.

“I'm confident,” Twilight corrected. “Something I'll need to be when I go up against Cadenza again.”

There's a difference between confidence and over-confidence. Was that a hint of a smile in Cell's eye? I would have thought my counterpart would teach you that.

Twilight rolled her own eyes. “I'm only too confident if I can't back it up, and I can back it up. So you can stop looking so worried,” she said, teasing back.

How can I look worried when I don't even have a face? Yes, definitely a smile.

“I don't know. But there are some ponies over there who I'm sure would love to dissect an Element and find out...”

“Gosh Twilight!” Derpy smiled at her. “You're like a comedy duo, but with only one pony!”


“Oh!” The pegasus clamped hooves over her mouth. “You were talking to Cell again, weren't you?” Her cheeks flushed with little bubbles of pink. “My bad.” She spent another moment looking sad, her lopsided gaze focused on the ground. Then she grinned and popped a fritter in her mouth. “I'm glad you came when you did- it would've been awful if they'd cut me open. Then if I ate my lunch, it would all spill out and I'd have to eat it all over again!”

“That's what you were worried about?” Twilight asked dryly. She dug around in her bags, trying to find the lunch Cheerilee had packed her. She needed to take a moment and organize her bags tonight. “I was worried I was going to have to find a new-”


Twilight was stunned to see Derpy flip backwards, mouth open and the same grin plastered on her muzzle. But her body was now rigidly horizontal. It was like somepony had frozen her in time. The only thing out of the ordinary was a small, drill-tipped dart embedded in her forehead.“What the-”


A hundred more darts, exactly like the first, struck Derpy in midair. She became a pony pincushion. The thud as her body hit the grass was unnaturally loud.

“Derpy!” Twilight cried out in horror. “Derpy, I'm here. Say something!” She crouched at her friend's side, searching for some sign of life. There was no blood on the needles, and none had gone in very deep. But Derpy stared at the sky with unblinking eyes. Twilight risked a spell, using up some of Cell's magic reserves. A simple detection spell- she sighed in relief when she found a beating heart and pumping lungs. Oddly slowed, but there. Alive.

“Don't be such a baby,” a raspy voice grated on Twilight's ears. “She'll be back to her normal, lame self in a couple hours.”

Twilight searched for the source of the voice, finally zeroing in on the shadowed courtyard entrance. “The darts are therapeutic,” the shooter declared. Her voice was strangely familiar, though Twilight couldn't place it. But she was certain she'd heard it before, a long time ago.

The shooter stepped forward, and Twilight sucked in a breath. She carried a crossbow-like weapon in her front claws; her hind paws propelled her across the ground with feline grace. Her feathered wings were far larger than any pegasus's. She wore a strange vest, not much in the way of armor, though it looked militant and purposeful. Her eyes glared across the distance, taking in every detail of Twilight's face. “When she wakes up,” the griffon continued, “She'll probably feel better than she has her whole pathetic life. No sickness, more energy. Completely refreshed.”

“Uh- thanks?” Twilight was nervous. She recognized this griffon. Or at least, she thought she did. It had been a while, but she was certain it was the same crest of purple-white feathers. In this topsy-turvy world, though, she couldn't know who was trustworthy. In spite of what she said about the darts, something in the griffon's eyes made Twilight nervous. “Thanks a lot, I guess.”

“I wouldn't be thanking me yet, dweeb.” The griffon raised her weapon, aiming it directly at Twilight's chest.

Get out of here! Cell shouted.

The griffon opened fire and Twilight shot to her hooves; drill-darts bounced off the walls as she galloped away. Twilight struggled to get her sword free. Just as she did, one of the darts stabbed into her back hoof. Her entire leg became dead weight, and she stumbled. At that point the griffon lunged forward, knocking her to the ground. She stomped on Twilight's right foreleg; her sword clattered away.

Twilight swallowed. “Wh-Why Gilda?”

“So she told you my name, huh?” The griffon rolled her eyes. “Won't make a difference. Here's what's gonna happen: You're gonna take that dress off, right now.”

Twilight narrowed her eyes. “I don't think so.”

Gilda pushed the front of her bow against Twilight's muzzle. “Then you get a drill-bit between the eyes.”

“Like I said: I don't think so!” Twilight brought her left foreleg, the one with the ring, up to her horn. Before they could meet, something slammed her hoof back to the ground. A pair of metal spikes, held together by steel wire, kept it pinned. Twilight realized that Gilda had thrown them.

“I think so, dweeb. You're not gonna get to transform again. Not now, not ever.”

Twilight kept her face passive, but it was hard. She was helpless. She'd been attacked and defeated by a being who couldn't use magic at all. She was a single claw-twitch from being a dead mare. “Last chance,” Gilda snarled. “Take it off.” Twilight said nothing. “Have it your way, then.” The claw tightened on the trigger-


For a moment, nothing happened. Twilight realized she'd closed her eyes, and slowly opened one.

Gilda was looking at her claw- no, at something stuck in her claw. It looked like... a tea-stirrer? Gilda plucked the giant splinter out. She looked angrier yet, and began glancing around at the buildings. Twilight discreetly did the same, but she saw nothing of interest.

Gilda tossed the splinter down and roared. Then she turned away from Twilight. “Huh?” The alicorn struggled to sit up. “What are you-” She gasped when she felt the breeze, and her eyes widened. Her mane whipped in the wake of a projectile that passed barely an inch from her face. Twilight glanced back and saw another metal spike, thrown with enough force to crack apart the ground around it.

“I'll be back tomorrow,” Gilda rasped, “To shatter that armor.”

Twilight watched as the griffon hopped into the sky and disappeared. She swallowed hard. “Y-you okay, Cell?”

The dress shuddered. For now. But we are in serious trouble.

“No. Really?”

Canterlot was home to a number of small businesses, hidden away in the dark corners of the city, which could rival the largest and fanciest establishments in the rest of the empire. One such place was a tea shop deep within the slums. The brews were hot, the atmosphere pleasant. And it wasn't frequented by ponies on the princess' pay roll.

It was the perfect place to meet.

Zecora scanned the menu. A recent shipment from Yakyakistan promised exotic flavors. But for today, she sipped from a simple Earl Grey and lemon. A griffon recipe, imported long ago. Her hoof shook, and the bamboo stirrer jumped. She forced herself to breathe deeply and evenly. The message had been received; this would all be sorted out.


“I think, friend, I know what you wish to speak,” Zecora smiled thinly. “'Never interrupt'; but please, wet your beak.”

“What do you want?” Gilda had donned a long cloak that covered her from crest to tail-tip. It was not an outfit to deflect attention, but it would draw far less than a griffon in Canterlot. Still, she didn't want to stay too long.

“No need to pout. Just sit, and hear me out.”

She remained standing. “What do you want?

Zecora sighed. She'd hoped to soften the blow, be reasonable. But, this was a griffon she was talking to. “Give me time to deal with Twilight. This problem will not be solved with mere might.”

“Not gonna happen.”

She forced another breath. This was going about as well as she feared. “Have you read my latest report? Cadence controls the entire west and north. 'Stop the royal family', that was our order.” Zecora glared at her antagonistic companion. “Or did you forget within your battle ardor?”

Gilda returned the glare. Then she glanced around. Ponies were starting to look, and whisper. If she left now, they'd actually start to gossip. She couldn't afford for her presence to be known quite yet. She sat down next to Zecora with a loud, “Hrumph.” The disguised zebra simply smirked, and slid over a small cup of tea. Gilda picked it up and swirled the liquid. “It's too dangerous,” she began.

“Your fears, I understand, but do not share. Twilight simply needs more time to prepare.”

“And if she can't? If that thing gets out of control, we'll have bigger problems than a spoiled princess. I have to destroy it, before it can turn her into a monster.”

“You have a large heart, for a guerrilla.” Zecora paused, remembering. “'Magic is not our enemy.' Now, who said that, Gilda?”

“Gretta...” The sound of shattering porcelain made the shop go silent. Even in her hooves, Zecora's cup bounced and almost spilled. The table was left with a trio of deep gouges where the griffon's claws struck. Gilda stood, no longer caring what gossip came from this encounter. “I owe you, Zecora. I'd do just about anything you ask.” Gilda lifted her claw away, showing the splintered remains of her tea cup. Fat drops of brew dripped off the table. “Except when it comes to an Element!” She turned and walked towards the front exit.

“If headquarters finds out you are here,” Zecora called after her, “They will take away all your gear.”

Gilda paused in the doorway. “Then I'll rip that Element to pieces with my bare cl- my bare hooves. It wouldn't change a thing.”

Zecora watched her go, and listened to the shop slowly return to its usual boisterous quiet. Many of the ponies were talking about her and Gilda, though it was doubtful they understood anything that had just transpired. Zecora ignored the gossip and finished her tea. Once her cup was empty, she got up, paid for both drinks and the broken cup, and left.

A small shadow, hiding in the corner of a broken window, scurried from the shop as well.

Twilight stared at the mountain of food on Derpy's family's table. She could safely say that it was the largest edible arrangement she'd ever seen in a domestic setting, and considering the meals Cheerilee had prepared in the time she'd stayed there, that was saying a lot. It seemed impossible that the six of them could eat all the fritters, oats, soup, sandwiches, bread sticks, hay fries, cakes, pastries, and pies; but Derpy was shoveling away and eating enough for about three ponies!

It had taken Twilight a while to get free of the metal restraint, and longer still to remove all the drill-darts from Derpy's body. She'd had to use almost all of Cell's magic, and some of her own. Though now that she thought about it, they could've just Harmonized and gotten it done in about a second...

Twilight shook her head. She'd been a bit preoccupied, thinking about Gilda. In any case, she carried Derpy to the nurse's office after that. Redheart, at least, seemed like a nice pony still. The afternoon was quite peaceful. Without Derpy around to use as a hostage, nopony attacked her.

Now- after a quick trip to the grocery stores- they were back at the house eating.

“Where are you putting it all?” Dinky asked her sister. The young unicorn didn't pause in her own feasting, but she was slowing down. Derpy showed no such signs.

“Dunno,” the pegasus admitted. “But I'm starving!”

“Well here you go then!” Cheerilee filled a bowl with steamed oats and handed it to her. Then went back to her own bowl.

“Thanks mom!” Derpy dumped the bowl into her mouth. She probably didn't even taste it. “I woke up feeling great! And hungry. So after school I dragged Twilight with me to the bakery, the grocer's, the produce market- we bought everything!”

“But uh... Where'd ya get the money?” Big Mac asked. His muzzle was buried in a pile of fritters.

“Money?” Derpy asked. “That's silly. I just put it on your tab!”

Mac froze. A good portion of the color drained from his face as he realized just how much this pig-out was going to cost the family. “M-m-m-my tab!” His voice was an octave higher than usual. “How are we supposed to pay the bills? Sell Dinky's organs?” He paused, considering. “Actually, that's not a bad idea.”


Twilight stayed out of the discussion. She was glad Derpy was okay. And the potential illegal sale of organs notwithstanding, the family was having a great time. But she couldn't focus. She was still thinking about earlier. Still worrying.

She hadn't even gotten a chance to put up a fight. She'd been ambushed, subdued, threatened with death- and completely helpless. She couldn't remember a time when she'd felt that way. No matter how big or bad the enemies she'd faced before, she always saw a way out. Nightmare Moon, Chrysalis, Sombra; there were ways to beat each of them. If one solution failed, she tried another. This time... this time was different.

“Oh my, Twilight!” Derpy nudged her. “If you don't hurry up, Berry Punch is going to eat all your food again!” The mare was indeed slobbering over what was supposed to be Twilight's plate, a foaming mug of cider in each hoof while her muzzle ingested the food. It was rather disgusting, and Celestia seemed to take great offense to the earth pony being so close.

Please do not press against me, the dress gasped. I would appreciate if you moved away! Must you drool everywhere? A particularly noxious odor filled the air. Did you just break wind on me? Twilight, please control her!

The alicorn slowly got to her hooves. “Thank you. But I'm finished.” Twilight felt Derpy's uneven eyes on her back as she walked away from the table. She felt a bit guilty, but she couldn't explain it to them. She could barely explain it to herself. That feeling of... powerlessness, and dullness.

Cell picked up on her mood. Twilight? Are you all right?

She paused in the short hall. “No,” she murmured. “No, I'm not.”

Gilda had set up camp in a small space between trees; why this patch of forest had been left so close to the city, she didn't actually care. But it was perfect for her needs. Any intruder would first have to get through the creatures that lived among the trees, then through her own security system. In other words, it was virtually impossible to sneak up on her.

And if somepony were foolish enough to do so, well. Gilda could handle herself.

That evening, she squatted next to a table; arrayed on it were the pieces of her mag-bow. Each and every one gleamed in the low light. She inhaled the scent of fresh oil and smiled. There would be know dirt or dust, no splinters of metal to tear apart her weapon from the inside. Gilda swiftly reassembled the mag-bow and placed it on her right. Next to it was a crate overflowing with belts of drill-tipped bolts.

Her weapon was reliable. But Gilda had lost the advantage of surprise. Thanks to those losers in the flower club or whatever, she'd also lost her accuracy upgrades. Against an Element, she'd need more than her mag-bow.

Thankfully, she had brought a lot more. She popped open another crate. The devices inside looked like ordinary rocks, but that wasn't true. They were JERCs- Jeweled Explosives, Richter Class. Gemstones could hold all manner of energy, not just the magical kind. Uncut jewels were best at holding unstable energies; energies which, when activated by a small electric current, would detonate impressively. Gilda filled two bandoliers with JERCs and set them to the side as well.

There was one other toy she could bring out. Gilda felt a trill of excitement work its way up her throat. If Zecora knew she had this baby, the zebra never would've let her leave the tea shop. She yanked the tarp off and stared.

Her mag-bow could handle a lot of different ammo, from explosives to tranquilizers. Something as small as a needle-point dart or as large as a shatter-point arrow. More than enough to take out any pony, even in a mage armor. But this weapon- this weapon could do so much more.

It was capable of launching fire ruby-tipped, micro-ballistic, seeking arrows. Theoretically, the yield was equal to 1 QAMB. One quad-alicorn magic beam. It was theoretical, because there had never been four alicorns before. Gilda called them JEECs: Extinction Class explosives. The same caliber as the ones-

She stopped that thought before it went any further.

Gilda ran a claw over the smooth contours of the weapon and shuddered. The original design came from field notes made by Commander Hurricane himself; over the ages, the griffons had made improvements. Gilda's personal contribution was in allowing it to be held, as opposed to mounted. Though a griffon needed to be strong enough to lift it.

In spite of her stopping the thought earlier, her mind turned unbidden towards what a JEEC could do to an unprotected body. It wasn't pleasant. She doubted a pony would enjoy it either. And Twilight didn't seem like the type to deserve it. She was quick, determined. Fierce. Of course, she didn't deserve to be torn apart from the inside, broken down to the basest parts and consumed. Which was the fate that awaited her if Gilda didn't act.

Unless Zecora was right. Unless Gretta was right.

Could an Element be controlled?


No, an Element could never be anything more than a parasite. Twilight probably wasn't even herself anymore; just a puppet of that thing. Well, soon she'd be free. Gilda smiled as she imagined really opening up with the Idol the next day. Savoring that anticipation, she covered the weapon up and moved towards her cot.

Gilda settled down for the night, and never noticed the shadow in the trees. It blinked, jerking its head around, and hopped to the left. Then it fluffed out its wings against the cool air. In an instant, it was gone.

“Um, everypony?”

The Student Council Chamber grew silent when Fluttershy spoke up. Five sets of eyes turned towards her, but she was okay. After all, she was among friends.

“What is it,” Princess Cadenza asked of her.

“I was just talking to Mister Warbleton here-” She held up a hoof, with an extremely proud-looking sparrow seated upon it. He chirped at them; the bird version of a pleasant greeting. “He told me a little about the pony who attacked the gardening club.” More chirps. “She sounds a lot like the pony we've been having trouble with at our other schools. I mean, besides Twilight Sparkle.”

“The anti-armor guerrilla?” Shining Armor looked intrigued. “She's here?”

“Mmm-hmm.” The pegasus nodded. She listened as Mr. Warbleton added a bit more to his description. “Oh my. It seems she isn't a pony at all! She's a griffon.

“I thought griffons were extinct?” Rainbow butted in. “Like, a really long time ago.”

“Apparently not. Oh, this is exciting! Princess Cadenza,” Fluttershy asked, “I don't suppose I could be allowed to study her once apprehended?”

“Perhaps,” the princess conceded. “We have to catch this griffon first. And something tells me that it won't be easy. Shining Armor?”

“Your Highness.” He stood straighter. “The disciplinary committee studied the remains of her battle earlier. This... griffon... is using drill-bits like acupuncture needles. She shoots so accurately that the needles disconnect a pony from their mana-stones. It's like nothing we've ever encountered before.”

“Oh, great.” Rainbow settled onto the couch and propped her rear hooves on the table. “Another weapon that can take out a mage armor? Eh, I'll believe it when I see it.”

“You can believe it now,” Cadenza ordered. “This griffon is clearly no joke. She has taken out dozens of our allies. This morning, Roseluck had to be taken to the city hospital because of her wounds. She was wearing a two-stone armor. The only other being to defeat a two-stone has been Twilight Sparkle.” She paused. “Pinkamena, you are oddly quiet. What is your opinion?”

The earth pony erupted from her pile of rocks. Today, her mane was explosive and her coat vibrant. That could swiftly change. “Oh, I dunno. I just think she must get kind of lonely out there, all on her own, going against us.” Pinkamena tapped her chin. “Maybe we should invite her to join the school instead.”

“That is an interesting idea.” Cadenza smiled. “Though I think not the best course.”

“Right. Because she probably isn't alone,” Shining Armor grunted. “All of her weapons, her technology- she's probably working with those terrorists who oppose the Royal Family.”

“Well, duh!” Rainbow snorted. “It's not like she could pull a schmancy gun like that out of her plot.”

“Rainbow Dash!” Fluttershy was not a fan of foul language.

“Heh. Sorry.”

“In any case,” Fluttershy added, “It doesn't seem like we have all that much to worry about. The target this time isn't us. It's Twilight.”

“Huh?” Rainbow blinked.

Shining looked equally dubious. “Are you sure about that?”

Cadenza smiled thinly. She held out her tea cup for Spike, who dutifully topped it off. She sipped. “She's after the Element. This is a struggle between an Orthros and a Jackalope, nothing more.”

“In that case, I've got an idea that'll totally freak. Your. Frizz!”

The others inwardly groaned. Now that Pinkamena had started talking again, it would be a long time before she stopped. “Switching majors from partying to mane therapy?” Fluttershy teased.

“Oh, no silly!” Pinkamena grinned. “But Twilight totally wrecked my biology club. I think she deserves a little payback.”

“Uh, Pinky? What exactly does biology have to do with throwing parties?” Rainbow was honestly confused, the poor mare.

“Sugar, of course.”


Pinkamena rolled her eyes. “Duh, every pony knows that you need the right snacks to throw a party. The biology club did their research and told me exactly what to make for every single pony in the school. Did you know that Lemon Hearts can taste the difference between twenty-two different saccharides?”

“Uh- no.”

“Well now you do,” the pink one bobbed her head decisively. “So whaddya think, Mimi?”

The princess considered it while she sipped her tea. Finally, she smiled. “You are free to act as you wish,” she said.

Twilight slept fitfully, and woke when it was still dark out. For once, the house was quiet. Relatively speaking; Berry Punch and Derpy both snored.

Moonlight filtered through the dirty window panes. The world was washed in silver and black.

Twilight slowly got up. She was still sore, and her condition had not improved with the night's tossing and turning. Plus she didn't want to wake anypony up. Twilight quietly tip-toed into the bathroom.

A few minutes later she came back out, cleaner and much more relaxed. The remains of her bath swirled down the drain. Twilight made her way over to the mirror and picked up a hairbrush- then thought better of it. She leaned down and envisioned an invisible grip latching onto the brush. To her surprise, magical energy flared to life around the brush and levitated it. Twilight smiled. She could use telekinesis again! Her control wasn't quite the same, but it was something. She began smoothing her mane out, magically for once.

Twilight, Cell spoke up. Twilight turned to look at the dress hanging behind her. I- I don't want you to wear me today.

The hairbrush snagged on something- eww. There was something sticky in her mane still, probably from the biology club fight. Twilight set down the brush and used a small burst of magic to cut the hairs out. Much better. Though, her mane was looking fairly ragged.

Did you hear me?

“I heard you,” Twilight murmured. “I just wasn't responding to a terrible idea.”

Twilight, that griffon was after me yesterday. If you don't wear me... she won't bother you. Cell's eye was drooping.

Twilight smiled reassuringly. “Somehow I doubt that. Besides, I kind of need you. If not today, then soon. We still have to beat Mi Amore, remember? We're stuck together.”

Unbeknownst to Twilight, Derpy and her family had woken up while she was in the bathroom. They now clustered outside the door of the bedroom, watching her. Listening.

“Is anyone else as weirded out by her talking to her clothes as me?” Dinky asked.

Inside, Twilight knocked on the dress with one hoof. “Cut it out,” she laughed. “Is that any way to talk to a princess?”

Big Mac grunted. “The cute 'uns are always a mite crazy,” he said sagely.

“That poor filly,” Cheerilee frowned. “She doesn't have any friends at all. Oh- aside from you, dear,” she assured her wall-eyed daughter.

Derpy just grinned. “She might be a weirdo, but she's our weirdo. If any ponies are gonna accept her for who she is, its us! Right?”

They all glanced at one another, thinking about the last few days. Slowly, the ponies nodded. Except Berry Punch, who was still passed out on the couch.

“Hey!” Twilight said, “Save that kind of language for the fight.”

Derpy winced and looked through the door-crack. “Now she's wrestling with it...”

“And she's losing,” Dinky noted.

Twilight and Derpy stepped through the school entrance and into the courtyard. It seemed bigger than usual; about halfway across, she paused. “Go ahead,” she told Derpy, “I'll catch up.”

“Oh, okay.” Derpy trotted a few steps, then stopped. “Twilight?”


“You know Cell isn't the only friend you have around here, right?”

“Yes, yes of course!” Derpy cocked her head, and Twilight winced. That had sounded rushed. “I mean... I do know that.”

The pegasus frowned at her. “I care about you, you know. Me, Dinky, my whole family! You've got a lot of friends, Twilight Sparkle. And don't you forget it!” She turned and walked away.

Twilight watched until she was through the school doors, then clenched up. Slowly, she exhaled. “All right, Cell,” she muttered. “We have to be ready.”

The road to Canterlot High loomed in front of her. Gilda pulled her hood lower and tucked her tail in. She would be suspicious enough, with the giant package on her back; if she were identified as a griffon before reaching the school, it would be a disaster. She kept her head down as she moved through the city.

There was no sun. Only an endless sea of gray hovering above the mountain, pressing down on it, transforming day into dusk. The hazy light did little to improve her mood, and just brought her thoughts back to the all-important question.

Could the Element be controlled?

Battle jitters, she thought. Get a hold of yourself.

Gilda snarled and shook her head, crushing the lingering, nagging doubts to the back of her skull. There was more at stake than the life of one idiot pony; if she failed here, all the destruction and death would be on her head. Though she could blame Zecora for allowing Twilight to keep it in the first place.

Not that it would matter. After today, the Element would be nothing but dust.

The Element was getting nervous.

Cell could feel the presence of the other students in Canterlot High. The itch of a thousand eyes watching. She could feel the energy, the magic, flowing all around her. That didn't make her nervous. They were merely curious. They were wondering why she and Twilight were in the center of the courtyard. Would they be fighting the princess? One of the Elite Four?

No. They would be fighting a griffon, and a very dangerous one. That didn't make Cell nervous, either.

They'd been standing in the same exact spot for nearly a half hour, the ship-like prow of the school's towers rising behind them. Cell shuddered, stretching her stones a bit. Twilight didn't even seem to notice. That was what made her nervous.

Twilight seemed lost in another world. Her whole body was shaking; the sword point planted in the dirt was all that kept them from moving.

What happened to your confidence? Cell asked finally.

“Quiet,” Twilight replied.

Cell could not frown, but she mentally made that expression. You won't be able to fight in this state of mind.

“We'll be fine.”

Are you sure about that? Because I'm not sure you've thought this through.

“I've been thinking about it all night,” Twilight snapped, “And all morning, so shut up, you over-analyzing excuse for clothing!”

Cell relaxed. That was better.

Twilight paused as well. “I- I'm sorry,” she said.

Don't be. Cell made sure that her words betrayed her grin.

“You were trying to get me angry?” Twilight realized.

You fight better angry than scared, she said by way of explanation.

“I suppose.” Twilight didn't sound convinced. “Now might not be the best time to be testing-” Twilight paused. “She's coming.”

Cell looked to the gateway. It was awash with mid-morning light, turning it into a blazing portal; in the midst of that, Gilda was a speck of blackness. Her face, her expression, were impossible to make out. But her hatred oozed through the air. It was a sensation Cell had only felt once. It wasn't one she'd soon forget.

For a long moment, there was silence.


They were already moving, diving to the side. The arrow, long as Twilight's body and thick as her leg, buried itself in the ground. And then exploded!

Cell felt rather than saw Gilda move. The griffon pushed off, flying low and fast around the courtyards edge. Circling her prey.

It's time, Cell said.

Twilight coughed in the dust, but brought her foreleg up. Jewel touched horn, and the power exploded. Fire coursed into Cell's stones. Her body melted into a new form, stretching and changing. It was pain and pleasure all at once, lasting an eternity in the blink of an eye. Cell settled into her armored form and smiled to herself. This was what she was made for.

“Solar Magic, Harmonize; Element: Celestia!”

Twilight swept aside the smoke and dust with a single sword slash. Cell used the time to find their opponent- there. A couple hundred yards out, banking into a turn, carrying a gigantic weapon.

What is that?

“Siege ballista,” Twilight whispered. “Modified to be hand held and repeating. Wish I'd thought of it.”

Cell sighed. Of course Twilight was distracted by the weapon. Though, it was an elegant design. Pity it couldn't talk, but-

Oh crud.

Incoming! Cell shouted.

Twilight flinched, and the three arrows hit hard. Cell felt them scrape across her. Thankfully, they skidded sideways, careening off into the walls. The projectiles exploded, showering the three of them in stone and mortar, but none of them cared. The students who had been watching were now more afraid than curious and backed away from the windows.

Gilda tossed down her ballista with a disgusted sneer, and pulled out the much smaller crossbow weapon that she used the day before. She slammed a cartridge of bolts into place, and opened fire.

It was Cell's turn to flinch. A lot of the smaller bolts didn't ricochet; they stuck, jabbing into her stones. It wasn't agonizing, but it was strange. Intense. Cell felt something else as well. A change in Twilight's magic. Can you feel those?

“Yes,” Twilight muttered. She cleared her throat. “You'll have to do better than that, Gilda!” she shouted. “We're stronger than any mage armor!” Cell launched them forward, and Twilight brought her sword down in a powerful overhead strike.

Gilda didn't flinch; she raised the crossbow and caught the blade; the metal plating on the cross-piece wedged it tightly. Feline reflexes, Cell realized. She poured strength into Twilight's forelegs, but Gilda remained unmoved. Feline strength. The world seemed to spin for a long moment; the Clang! of weapons meeting echoed through the courtyard.

“That all you got?” Gilda gloated. “It'll take more than strength to beat me.”

She brought out a small device, and Cell flinched away, expecting a hidden knife attempting to gut Twilight. Instead, Gilda pressed a button on the miniature remote. A series of clicks made them turn- just as the ballista finished changing into a turret and fired again. The arrow slammed into the ground at their feet and detonated.

Cell blinked and shuddered; the air was so full of dirt and fire that she couldn't see. She couldn't see Gilda anywhere. A roar like a thousand angry lions pounded her senses. She tried to repeat the earlier trick, but Twilight was too unbalanced. They couldn't swing the sword properly.

After a moment, Cell caught a glimpse through the haze. Gilda, tossing aside the spent cartridge from her weapon. The griffon slammed another one into place and swooped to the ground.

Twilight, Cell whispered.

The alicorn didn't seem to notice. She turned to the griffon and called out. “You know, they say the definition of insanity is doing the same thing over and over again and expecting a different result!” Twilight hopped forward. “So what does that make y-”

Gilda responded by shooting again. Bolts rained down on them, and Twilight stumbled in mid-stride. “Hern! Cell, what the hay?”

Cell winced. I- I'm alright, she said. But she wasn't; she was sluggish, barely moving. Twilight twisted, and Cell saw the bolts stuck into their flank. Twilight knocked them away. More bolts stuck into their foreleg; she pulled them out with her teeth. Cell sighed. Thank you, that feels much better. Though you should be more worried about- look out!

Cell pushed all her energy into one leap, sending them twenty feet to the side and ten feet in the air. Twilight snapped out her wings and they hovered. The ground where they had stood was awash in flames, but otherwise intact. Not an explosive arrow, then. Something else-

“Wha- hey!” Twilight ducked her head as another projectile passed. Wait- was that a balloon? It exploded like a Molotov Cocktail against the school.

“Mares and gentlecolts! For our next trick-” The voice, tinny like a loud speaker, echoed around the yard. About a hundred yards east, a line of ponies dressed in fancy armor like tailored suits appeared out of a burst of smoke. Each of them held up a stout wooden stick- a wand? The ponies threw their wands at Gilda, and she brought of her crossbow to parry. High-velocity sticks of wood ricocheted everywhere. One actually stuck itself into her weapon, and hung there, quivering. Gilda snarled at the throwers.

“What is going on!” Twilight demanded.

Cell noticed something, and raised Twilight's foreleg to point at the ground. Look.

Slicing into the dirt behind them was a balloon sword; it was the kind of thing one might see at a fair. Or a party. “No,” Twilight whimpered, “Anypony but her.”

“Balloon sculpting club!” Cell heard a sigh of relief escape Twilight.

The call went up from a second group of ponies, decked out in balloon-shaped armor. Their leader was a blue-furred unicorn. He worn a balloon crown over his puffy hair; his armor, more complicated than his underlings', was also sculpted like inflated rubber. “President Party Favor presiding!” he shouted.

Off to the side, a hundred identical gentle-ponies bowed and rolled their top hats. “We're the magic club!” that same canned voice announced. Their hats bounced off their hooves and back onto their heads. “The Order of the Eye!”

“Gardening!” The cheer went up from the other side. Twilight turned, and Cell saw a third group of ponies spreading out. The clubs had them boxed in. The only way out was through the school.

The lead pony of the third group was glaring at Gilda. Her mane was tattered, and she had one hoof in a sling. But her gaze was murderous. “This is the backyard division,” Roseluck announced. “Forget potting. We'll be planting you six feet under!”

Cell saw the tightness in the ponies' muscles, the glint in their eyes. And then the whole world erupted into a circle of violence and death and noise and-

“Oh, feathers,” Twilight muttered.


The sound came from Shining Armor, hovering in the center of the chamber. It was an annoyed sort of grunt; a noise Shining made often. Still, it seemed out of place. Pinkamena looked up. “Whaaaat?” she asked.

“I- nevermind. It's nothing.”

The party pony raised an eyebrow.

“The way you were talking earlier- I'm just surprised that you sent your weakest clubs. Especially since one of them already lost to the griffon.”

Pinkamena giggled, and her mane fluffed into a mass of cotton candy. “It's not like it would be any fun to just crush her into the dirt,” Pinkie said. “You'd do the same thing in my horseshoes.” She turned back to the window, watching the melee below.

“You're probably right,” Shining admitted.

“Besides,” Pinkie waved, “This isn't the real fight. This is about the silly griffon.” She rubbed her hooves together. “Cadence has something real special in store for Twilight.”

“How can you be so sure?”

Pinkie glanced back, her mouth twitching. “That's easy; I've known Mi Amore Cadenza longer than anypony else. We're like this.” She twisted her front hooves into a literal pretzel, then spent a moment untangling the knot. “She and I are dancing to the same beat, and I know exactly where she's gonna swing next.” Pinkie trotted to the other side of the room, where a white unicorn with a spiked blue mane was putting the finishing touches on a small stage. “Speaking of beats, Vinyl and I are gonna lay out a sick one. Maybe you should head downstairs and see what you can learn?”

Shining eyed the stacks upon stacks of speakers, then nodded. He backed out of the room with a graceful bow- or rather, he tried to and ended up smacking into the door frame. “I- meant to do that,” he muttered, then trotted into the hall.

Pinkie giggled, then got serious. Her mane went flatter than a heart monitor in cardiac arrest. “You ready?” Pinkamena asked. Her mute friend nodded.

Vinyl Scratch picked up a record and inspected it; everything seemed in order. She plopped it onto the turntable. A plunk of a needle and the flip of a switch. DJ Pon-3 stretched- and then dropped the bass.

Cell winced at the assault on her auditory senses. Bad enough the explosions and clashing of weapons. Now, the entire school was shaking with the wub wub of electronic music. It echoed through the hallways and every classroom, conducted by the walls themselves, it felt like. She knew Twilight could feel it as well. They stumbled, sliding more than running around the next corner.

As the clubs attacked, Twilight had dive-bombed the nearest window and headed into the school. Not a bad plan. But Gilda was not far behind, and she had a preternatural ability to be in exactly the right place at the right time to attack. Plus there were the traps.

But hey, at least the club-ponies weren't still chasing them!

Behind them, a stream of needle-like bolts made a row across the floor; Cell poured a little more energy into their running.

“Not fast enough, Gilda!” Twilight taunted as they took the stairs five at a time. It was true. In spite of everything, Gilda wasn't actually catching up to them.


Not that it mattered, when the entire school was her weapon. The explosive stone bounced down the stairs between their legs and blew up right behind them. The force launched them up the stairwell; they rolled and bounced off the window. Twilight's muzzle flattened against the floor. An instant later she was wearing arrows on her helmet. “Ow ow ow ow ow!” Cell winced. That intense feeling was getting worse. “When exactly did she set all these traps?” Twilight moaned.

Need to keep moving. Cell was surprised at how tired her own voice sounded.

“I know. But are you-” Twilight's words died off. Cell glanced up and realized Twilight was doing the same. She corrected her gaze and felt a chill. Twilight swallowed. “So that's where they went.” The ceiling of the hallway was decorated by hanging bodies. One-stones, their armors in pieces, sagged from the bolts that pinned them. Some had come loose and dangled by just their hooves or legs. If Cell hadn't know better, she'd have thought they were dead.

Then she saw the bomb drop.

After that were just flashes. The hallway exploding. Speakers shaking in their housings from the loud music. Arrows glinting in the light. Defeated one-stones shoved into closets and recycle bins and draped over desks. Rock-pulverizing thumpers falling from the ceiling. More one-stones slumped against the walls. A gardener pony with a trowel up his plot. Exploding gemstones skittering down slick floors behind them as they were hit by a shower of bolts. The explosions pushing them forward more than Twilight's wings or legs. Cell felt like her mind was melting from the volume of the wubs. A group of magicians strung up by their colorful scarves. Possibly a hallucination, but a pink pony in armor conducting the music. She winked at Twilight. A classroom turned upside down. Or was she upside down? A body, wrapped in tape, fell from the ceiling during a particularly strong bit of bass. The pony had white fur and a red mane and something shoved into her mouth as a gag. There was just enough time for Cell to recognize the leader of the Gardening Club, and see the jewel she spit out, before it exploded in time with the music's climax.


It was several long moments before the dust cleared and the silence became bearable. Cell tried to take stock and immediately regretted it; her mind came back with an impossible amount of pain. Forelegs, back legs, wings, head, body- everything hurt. They were bruised, singed, cut, stabbed and all around beaten. I- I can't take any more, Twilight, Cell shuddered. She relaxed her hold, and melted back into gem-studded fabric.

“Cell!” Twilight protested. Then- “Huh?”

Cell noticed they were in front of a window. Outside the window, a black speck in the sky was getting swiftly larger. Gilda crashed through the glass paws first, her wings were tucked in expertly to avoid getting caught on the jagged glass that showered down. She kicked Twilight in the muzzle on her way to the floor, and the three of them slid across the tiles and into the bathroom across the hall.

They wound up against the far wall. Twilight moaned, and Cell winced. There wasn't much she could do- she could barely feel Twilight's magic. But she hated seeing and feeling Twilight like this. Hurt. Broken.

Gilda stood over them, cool and collected as ever. She raised her crossbow until it was an inch from Twilight's unprotected forehead. “Took long enough,” she complained. “I've had to use more ammo today than all my other missions combined. That Element is one tough piece of garbage.”

Cell bristled, but stayed quiet.

“Why are you doing this, Gilda?”

“Shut up,” Gilda ordered. She waggled her crossbow in front of their nose. “It's game over, so hand over that armor!”

Twilight glared at her. “I thought griffons were strong and proud; but you're just a rude, insensitive bul- oof!” Gilda's punch landed squarely on her already damaged gut. Cell absorbed what she could, but it wasn't much. Then Gilda smacked Twilight in the head with the bow.

“Here's what's gonna happen, dweeb: you're gonna take off that Element-”

Twilight interrupted. “Uh- no.

Gilda hit her again. “You're gonna take it off. I'm gonna destroy it. Then we'll go our separate ways. Sound good?”

There was a long silence. Cell tried to read Twilight's mood, but the connection was still too weak. She settled on asking, Twilight?

The alicorn looked up. “Why?” she asked again.

Gilda cocked her head, very much like a bird. “I'll tell you after you hand it over.”

“Tell me, and I might consider handing it over.”


“Fine.” Gilda checked the readiness of her crossbow. Then- “There was this griffon. She thought magic was this amazing thing and that every creature could get along with it. She was wrong. She volunteered for something stupid. And when it was over, the magic had consumed her.” Gilda started to bring a claw up to her eye, then stopped and shook her head, her feathers flopping. “You think you're gonna end up any different?”

Cell felt a chill. Consume Twilight? She'd never! Okay, she'd encased Twilight in crystal when they first met, but that was different. That was part of the bonding experience. It was the only way.

But Gilda seemed so sure.

And Twilight was hesitating.

Twilight. She stiffened, and Cell continued. I'm not a tool. Or a weapon. I'm not some inanimate object. I'm also not your teacher. I'm not who you wanted me to be.

But I'm who you need me to be.

Cell stopped there, hoping her words got through.

Twilight slowly raised her head and glared at Gilda. “You're going to have to repeat that last part. Maybe it's from all the explosions, or getting hit in the head- but I didn't hear a word of what you said.”

Cell felt the connection grew stronger. Yes, good. She pushed it, pulling as much energy as she could.

Gilda, for her part, just looked resigned. “Sucks to be you, then, I guess.” She raised the crossbow.

I know what I need to be.


Before Twilight had a chance to figure it out and stop her, Cell released her hold. She pushed herself up and away, peeling away from Twilight's body. As she did, she felt her aches and pains throb to life again. Twilight had been sharing the agony, but now it was hers alone.

Cell saw Gilda's claw twitch. Almost in slow motion, she saw the drill-tipped bolt leap from the crossbow.

And then she was on the floor, a hole gouged through her chest. She never felt it hit. Slowly, Cell closed her eye.

“Ce- Ce-” Twilight couldn't speak. She couldn't move. She stared as Cell's wilted form settled on the bathroom tile. All that fighting...

Gilda smirked and let loose with another half dozen bolts, pinning Cell down like a butterfly. “Whaddya know. It tried to escape! See? That thing never cared about you at all.”

Twilight heard her, but it took a long moment for the idea to register in her brain. Her thoughts were sluggish; she kept hearing Cell's last words. Know what I need to be. What had she been?

A sacrifice.

Cell had given up. She'd made herself a target- to keep Twilight safe. She'd been a distraction, a red herring- a friend.

Twilight sniffed. Her nose was running, but her eyes, her throat, were dry. “You're wrong,” she croaked.

Gilda snarled. “You saw- it was done with you! It used you then ran!”

“She was protecting me!”

It was a parasite!” Gilda roared. “It- hunh!

Twilight blinked, trying to refocus her eyes. She saw a blur of gray and straw-yellow behind Gilda's brown haunches. It was Derpy.

The pegasus held a long, broken piece of pipe; the end of it was jammed into Gilda's back. The griffon didn't look hurt, just surprised.

For her part, Derpy held the pipe steady. She didn't seem at all afraid of the griffon who just laid waste to half the school. “What do you think you're doing?”


“That dress is about the only friend she has! Do you know what that's like?”

Gilda rolled her eyes and pushed Derpy over. “Get lost, dweeb,” she snapped.

She turned around, only to find Derpy already there, muzzle to beak with the griffon. “I don't think you do! Ever since Twilight got here, everypony else has been mean to her. The only thing she can count on is her dress, her armor. She talks to it, almost like it's a pony! Sure, it's a little weird, but that's just what a pony does when they're all alone. And that's why you can't do this. 'Cause if you take away Twilight's dress- you take away her friend!”

Gilda took a step backwards. She didn't seem to appreciate the invasion of her personal space. Above the pair, a lightbulb flickered and died. “A pony and an Element can't be friends,” Gilda said slowly. And quietly, almost like she was addressing herself. “They can't even communicate. It's... impossible.”

“No it isn't!” Derpy reached out and grabbed hold of Cell's hemline. “Until now-” She hesitated. “Until I met Twilight, the only friends I had were the ones in my head.”

Twilight blinked. She hadn't thought about it, but- Derpy never talked with any other ponies. She didn't talk about any other ponies, unless it was a pony Twilight was fighting. Derpy glided through life at Canterlot High pretty much invisible. Sure she was used as a hostage a lot, but other than that... Am I really her only friend? Twilight wondered.

Derpy smiled at her. “If Twilight can be my friend, she can be friends with her dress, too! That's just the kind of weird, amazing pony she is.” With a quick tug, Derpy ripped Cell off the floor; the needle-like bolts clattered away into the corners. Derpy patted dust from Cell's crystal-covered fabric. “Shame on you,” she scolded Twilight. “You have to take better care of your friend.” And then she held out the dress.

Cell slowly opened her eye. She hadn't died after all. She was just... out of it. She had a vague feeling like something had just happened, but she wasn't sure what. She felt stronger, though. Much stronger.

A strong pair of forelegs wrapped around Cell, pulling her close. She saw purple fur. Twilight, she whispered.

“Th-thank you, Derpy,” the alicorn murmured. Cell looked over and saw Twilight's pegasus friend standing between them and Gilda. Derpy smiled.

“I better get back to class,” the Pegasus said. “I only had a five minute bathroom pass. Bye!”

And then she was gone. And everything was quiet. Twilight stayed against the wall, holding Cell like she would never let go.

Gilda looked flustered. The griffon was rigid, her eyes unfocused and her beak flapping. Open. Shut. Open. Shut. Finally, she shook her head. “Right. Where were we?” She looked down at the corner, where Twilight still huddled with the Element. “Oh. Right.” Gilda hefted her crossbow. “Give it here.”

Cell felt Twilight squeeze her harder. A droplet fell from Twilight's cheek and splashed over her fabric. “You want her?” Twilight's voice was steel. “You're going to have to pry her out of my cold. Dead. Hooves.”

Gilda's eyes narrowed. “I can arrange that.” Her shaking claw tightened on the trigger.

Time slowed. All of her new strength surged Cell forward; she jumped from Twilight's hooves in a rustle of cloth on fur. She pressed her chest to Gilda's face. The griffon recoiled, or tried to. She couldn't move. Don't you touch her, Cell hissed. Gilda's eyes widened. She'd heard. Cell stared into those eyes. Into the griffon's soul. All of her pain and anger poured out. If you do... you will regret it for the rest of your exceedingly short life.

Gilda gasped as Cell released her, and settled back into Twilight's grip. The alicorn didn't seem to realize anything had happened. Cell watched her; the crossbow, and the claw holding it, shook. Gilda looked from Twilight to Cell and back. She swallowed, grimaced. Her claw twitched again.

And then her foreleg dropped. Gilda sighed. Maybe it was Cell's imagination, but she swore she heard Gilda whisper, “I'm sorry, Gretta.”

Twilight didn't relax when Gilda fell back. Not until she felt Cell relax as well, going limp in her hooves. She figured the Element would sense if something was wrong.

She didn't know why Gilda backed down, but she was glad for it. Twilight shivered on the bathroom tile. She took comfort in knowing that the worst was over.

“You really shouldn't even think things like that,” a cheerful voice called out. Twilight jumped away from the room corner. Impossibly, Pinkie Pie was there, right where she'd been sitting. Even Gilda seemed startled.

The pink pony hopped into the air and came down on the other side of the room, where a veritable orchestra had assembled. They played a short trill, then stood aside. For their commander, Twilight realized. Pinkie stepped forward with her mage armor shimmering. It was almost exactly like Shining Armor and Rainbow's, except for the helmet. The helmet extended upward into a box shape, like a present, with an opening at the top. From that opening, a tiny green alligator peeked out.

“That was a pretty neat battle,” Pinkie complimented them, “But somepony let the air out of this balloon, if you know what I mean. So we'll be taking the sparkly outfit now. You don't mind, do you?” Her eyes fluttered.

Twilight said nothing. She didn't want to. Or have to, as it turned out.

“Just give you the Element, huh?” Gilda asked after a moment. She glared over her shoulder; she seemed to be sizing Pinkie up for another fight. Twilight marveled at the griffon's stamina.

“Well, you'll have to come too. Nothing personal.” Pinkie smiled extra wide.

Gilda collapsed her crossbow and slowly placed it into her holster. At the same time, Twilight saw her take something else in her claw. “All right, loser. Here's what's gonna happen: I'm getting outta here. 'Cause there's no way I'd ever let a bunch of dweebs like you catch me. Oh, and one other thing-” Twilight realized what Gilda was about to do, and ducked a moment before she pressed the button. “I'm taking them with me!”

Gilda's vest detonated in a cloud of smoke and chemicals. The front row of ponies surged forward, only to cough and fall to the floor, unconscious.

“Aw, no fun,” Pinkie complained. “Sousaphone!”

The requested instrument waddled forward and blew a low note. The wall of horrible noise smashed into the smoke and cleared the air-

To reveal a JERC shining on the floor.

“Oh,” Pinkie's hair flattened. “Horse apples.”

And then the bathroom exploded.

“You let them escape?” Rainbow asked incredulously.

“Eh. It happened,” Pinkie waved her off. The earth pony's mane was back to its puff shape, and she seemed rather pleased. In spite of the disastrous battle. In spite of the high cost of repairing the school afterwards. And in spite of the scorn she was receiving from her fellow council members.

Or at least, from Rainbow Dash.

Cadenza shot a warning glance their way, then turned to the stallion standing off to the side. “Shining Armor, report.”

“The plan worked, your highness. We analyzed the fight, and we've found a pattern.” He activated a small projector and showed them. “Next time that griffon comes around, we'll be able to pick her off, easy.”

“Well done.” The princess nodded to her lieutenants. “Thank you, Pinkamena; you've ensured our victory.”

“And our bankruptcy,” Rainbow muttered. She was ignored.

“Now there's only one pest left to deal with.” Cadenza leaned back in her chair. “I trust you all to know what needs to be done.”

Twilight slowly opened her eyes. Ow. She winced from the sheer amount of pain flooding through her nerves. Then she shrugged it off. She'd actually felt worse.

But where was she? Not her room at Derpy's house. And not the tiled bathroom she remembered being in before.

And where was-


Twilight bolted upright, tossing the blanket laid over her, hooves flailing. She fought to control her breathing. There was a couch. Underneath her, a couch. A familiar one. Zecora's couch.

She was at Zecora's place, which meant she was safe. For the time being.

She looked down and saw crystal-covered fabric. “Cell?” she whispered, and lay a hoof over her chest. The outfit stirred.

I am here.

Twilight relaxed. “Thank harmony,” she sighed.

I'm not a hundred percent sure, but I think you should be thanking that griffon, Cell told her.

“She beat us,” Twilight muttered. Her mouth tasted like old coffee grounds. “Again.

Hey, hey, don't beat yourself up. We did well.

“Not well enough to- Aah!” Twilight winced. She pressed her side, but felt nothing amiss. “You're really hurt, aren't you?” she realized.

Cell hesitated. I- yes. You are only feeling a fraction of my pain. It will be some time before I'm healed.

“We'll just have to take it easy for a while, then.” Twilight lay down on her side and stared at the wall. It was gray, but clearly had once been white. Zecora needed to scrub the place. “Cell,” Twilight whispered.


“We're going to have to get stronger, somehow. We lost to a griffon, who wasn't even wearing a mage armor. Cadenza wears an Element. And we have to beat her. I have to beat her,” she amended.

Cell's fabric rippled. I believe in you, Twilight. And I'll help you in any way I can.

“I know,” Twilight smiled. “What are friends for?”

Pointing out your flaws?

“Wha- this is about the confidence thing, isn't it?”

I wouldn't wan to say 'I told you so', but...

Twilight huffed. “At some point, you're going to have to stop psycho-analyzing me.”

We at least should sort out your deep-seated obsessive-compulsive issues.

“I do not have obsessive-compulsive disorder! My mom had me tested.”

Issues, not disorder. You're mentally cleaning and organizing this room right now, aren't you?

Twilight frowned in the middle of figuring out where a flower vase should go. “Maybe a little,” she admitted. There was a quiet moment, and then they both laughed, enjoying some peace and comfort.

Zecora stirred her travel-sized mug of tea. They were some distance from Canterlot. The road was wide, flat, and open. But they were far enough away that nopony would see two holdovers from near-extinct races having a mutually caring discussion. “Many thanks, for coming to Twilight's aid. I guess your debt to me is paid.” She placed a cap on the mug and held it out.

Gilda took the mug. “Not saying I trust her. But... I'm curious. And no,” she added, “It's not.”

“I asked, you delivered. What could be stuck in your gizzard?”

“Gross,” Gilda snorted. “And here's the thing- I said I wouldn't do it. I blew you off then. So I owed you twice. Still got one to go.”

Zecora smiled. “Proud and stubborn as the griffons of old; yet, you Gilda, have a heart pure as gold.”

Her companion blushed, but tried to cover it. “Yeah, well... stop with the mushy stuff, 'kay? I'm only givin' her a chance.” Zecora's smile became more of a smirk. Gilda scowled. “Here's what's gonna happen: you make sure she controls that thing, and beats every lame pony she goes up against.” Gilda spread her wings. “Or I'll be back to finish what I started!” And she leaped into the sky, leaving behind a very happy zebra.