• Published 9th Sep 2012
  • 14,686 Views, 616 Comments

Flipside - Bed Head



A retelling of the first two episodes in an Alt. Universe. Spike is the pony, Twilight the dragon.

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Chapter 13

Chapter 13

Spike's hooves felt like lead as he trudged along. The trees to either side of the path rustled ominously in a cold breeze. Normally the noise would have put him on edge, but at that moment he just couldn't even bother to turn his head.

He could feel something inside. Some raw fiber of his being hoping, praying that none of this real. That the last few moments at the cliff hadn't happened. That maybe he was like the foals in town and just locked in an enchanted nightmare.

At least that would mean Twilight was safe.

Each of the fresh aches across his body only worked to sever that thread however. Though somehow he couldn't bring himself to care about the pain. A dreadful, numbing cold was piercing his chest with each breath.

"Spike?" a soft voice spoke from next to him.

The reporter slowly turned his head, sniffling as he did so. Cheerilee was right next to him, her side lightly pressed against his as support. Somehow his hooves were synchronized with hers, mechanically pushing ahead. Big Mac was just a few paces ahead, looking back at the both of them with his mouth drawn into a tight line.

"How are you holding up?" Cheerilee asked, the unicorn's eyes turning back to her. "We could stop for a bit, if you need to..."

Spike just stared at her for a moment. Gradually his mind processed her words, and he slowly shook his head.

"W-we can't stop now," he said, his voice cracking a bit. "We've gotta get to the river, right?"

Cheerilee's face, and the rest of the world for that matter, was blurring. He tried to blink away the tears, but more were coming faster than he could clear them. Each breath was becoming a struggle as something tightened in his chest.

"Twilight... Twilight might be..." Spike trailed off, his voice choking to a halt.

The word "waiting" just wouldn't come no matter how hard he tried. A soft hoof rested across his back, carefully leading him to the side. Spike stumbled a few steps before collapsing against the trunk of one of the trees. The tears were coming hot and fast, leaving a puddle at his hooves.

Somepony was talking, but Spike couldn't even try to make out the words. All he could hear was Twilight's scream as the cliff broke away. The distant splash of her and Time Turner hitting the water, followed by the crashing of a ton of stone.

Something nuzzled against the reporter's neck, and he let out a strangled sob. Before he could stop himself he'd buried his face into a waiting, lavender mane. Cheerilee's hoof reached around his back in a gentle embrace as he cried against her.

"She might be..." he choked out, the word 'waiting' suddenly far from his mind. "After a fall like that she'd... she'd be..."

Spike's insides felt like ice, the cold spreading to his limbs. He could barely feel Cheerilee's hoof rubbing his back. His voice fell silent, trying to find something to say other than the words he dreaded most.

"Twilight's my best friend..." he whimpered, his voice thin as it slipped through the frozen cracks in his throat. "She helped me earn my cutie mark..."

The reporter lifted his head, unsure why the memory had pierced his haze. A small gasp of surprised came from Cheerilee though, as her own gaze met his.

"Really?" she asked, tears of her own brimming. "No wonder you two are so close."

Spike just nodded as he tried to clear more tears away. Out of the corner of his eye he could see a purple unicorn colt. An infant dragon was clapping her hands as he proudly displayed the quill marking on his flank to her.

"I promised I'd take care of her," he said as the memory faded. "After she left Trixie, I—"

He stopped. The ice inside suddenly shattered to bits. Some part of his mind screamed "Wait a minute!" before being lost in the sound of his own heartbeat. His eyes darted to the ground and his brow scrunched in confusion.

"Trixie?" Cheerilee asked, leaning closer. "You mean the one that used that mist spell in grade school?"

"Yeah," Spike said with a nod. "Maybe I'm crazy but... I feel like I forgot something important."

His eyes squeezed shut and he tapped one hoof against his head. The frozen sensation was gone but his thoughts were still slogging through a blizzard of old memories. His cutie mark, Twilight, a blue filly in a star-patterned cape...

"You two alright?" a voice suddenly panted out.

Spike's eyes snapped open, and the images scattered. Big Mac was breathing heavily, looking like he'd just run up and down the length of the forest. Spike raised an eyebrow, only now realizing that the giant stallion had been silent for some time.

"Ah got worried when... er, when the crying stopped," Big Mac explained, shuffling his hooves. "Thought somethin' mighta happened."

"It's alright," Cheerilee said, getting back up and looking at Spike. "Spike, what were you saying before?"

The unicorn closed his eyes again, but only darkness greeted him. He let out a heavy sigh and shook his head.

"Nothing. I don't even know what I had in the first place," he said, wiping at his eyes one last time. "I'm sorry, I'm just all over the place. Without Twilight—"

"Twilight is fine, Spike, I'm sure of it," Cheerilee cut in, placing a hoof on his shoulder again. "Time Turner is clever. He'd have found a way to keep her safe."

"Ya'll can see fer yerselves soon enough," Big Mac chimed in, jerking his head down the trail. "Ah went ahead aways. Thar's a path down to the river not too far from here."

"Really?" Spike asked, jumping to his hooves as his heart skipped a beat.

"Then we'd better hurry," Cheerilee suggested, smiling at him. "We wouldn't want to keep the others waiting."

Spike just nodded, feeling a slight warmth in spite of himself. Somehow his hooves felt lighter as well. He fell into step as Big Mac took the lead once more. Cheerilee still walked by his side, but he no longer leaned against her.

Their pace picked up as a small trail branched off to the side ahead of them. Spike took a deep breath as they started downhill. He pushed himself onward, trying to focus on Cheerilee's words.

There was only one way to be sure if she was right.


Purple eyes snapped open, staring up at the full moon.

Twilight gasped for breath, and tried to push herself up from the ground. The dragon could feel something sticking to her back and squishing between her claws. With a grunt of effort the little spines running down her back pulled loose. There was a thick, squelch of the mud under her releasing its grip as she sat up.

Her head was pounding as it snapped around. There was a clear patch in the canopy above, but judging from the trees in every other direction it was the only one. The silver moonlight sparkled off a gently babbling river, the muddy banks of which Twilight was sinking into slightly.

She groaned as she got to her feet, sliding a little as she did. Twilight's claws began to rub her arms as she shivered a bit, the cold mud sliding from her backside.

"Hello?" she asked, turning in place. "I-is anypon—"

Her question was cut off in a gasp. Just a little further down the bank she could see four hooves sticking into the air. Her clawed toes tore up the ground as she hurried toward them.

"Time Turner!" she shouted, eyes widening in terror.

The tan stallion groaned, working his legs awkwardly as Twilight reached his side. His own eyes flickered open and a few coughs shook his soaked frame.

"Twilight?" he asked, turning his head and giving her a small smile. "Oh thank Celestia! Are you alright?"

"Are you?" Twilight asked frantically as she began checking him over. "You were protecting me when we fell! You could have been—"

A mud-splattered hoof covered her mouth as Time Turner let out a chuckle.

"As you can see, that's not an issue," he assured her, wincing as tried to rock his body. "Oh... oh dear..."

"What's wrong?" Twilight asked, pushing his hoof away and spitting out some flecks of dirt.

"I seem to have - well I think I've sunk a little," he admitted with an embarrassed chuckle. "I can't seem to roll over."

Twilight shook her head and let out a laugh of her own. She carefully dug her claws under his back. The stallion winced and drew in a sharp breath as Twilight forced them between him and the bank.

"Sorry," Twilight apologized. "Spike was saying I should trim these."

"You're fine, that's perfect," Time Turner said in a hoarse whisper. "On my word... lift!"

Twilight's little arms strained as her muscles worked in tandem with the earth pony. Time Turner's groan of effort was drowned slightly by the sucking noise of the mud beneath him.

"That's it, we've gooooooOOAHT!" Time Turner howled in pain as he rolled onto his side.

The dragon jumped back as her companion's limbs flopped to the ground. He was panting for breath, ragged gasps echoing off the trees around them.

"Oh no," Twilight said, her claws carefully beginning to wipe the mud from Time Turner's coat. "Time Turner, where does it hurt?"

She had her answer in an instant. Even through his light coat she could see a massive bruise forming along his back. Twilight gasped in horror as Time Turner weakly lifted his head.

"My back... must have thrown it out when we hit the water." he groaned weakly before an awkward smile appeared. "Could have been much worse, all things considered."

"Can you move?" Twilight asked, nervously chewing on her thumb claw.

The tan pony's four limbs pedaled for a second before a sharp gasp of pain stopped them. His head flopped back to the ground, and Twilight rushed around to his face.

"I don't think that's happening," he apologized, his face pulled in a grimace. "I can still feel my hindquarters at least."

Twilight was trembling as she fell to her knees next to him. She sniffled, wiping at her eyes with a mud-caked claw. Something gently rubbed the top of her head, and she looked up to see Time Turner smiling at her again.

"The most important thing is you weren't hurt," he told her, rubbing his hoof over her spines again. "A little backache is a small price to pay for that."

Twilight felt the corners of her mouth turn up into a smile. A rush of heat came to her cheeks as she felt the scales darken slightly.

Then something howled in the distance. Twilight's fledgling smile died as her eyes shrunk to horrified pinpricks. Time Turner grunted in surprise as the dragon suddenly dove into his forehooves, trembling like a leaf.

"W-where are we, anyway?" she asked, peeking out at the trees around them.

"I'm afraid I don't know," Time Turner answered, carefully shifting his legs around Twilight. "The survey team never came this deep and - Twilight?

Another howl joined the first. Twilight had her claws clamped over her ear fins as she just stared at the dark forest.

"Twilight?" Time Turner said, prodding the dragon only to receive no response. "Oh dear..."


Spike nearly tripped over his own hooves as he reached the bottom of the path. He was free of the trees again, moonlight coming down full force on all sides. The rush of water filled his ears, and his gaze locked straight ahead.

There was the river, flowing swiftly back toward the bottom of the cliff. The unicorn dashed toward it, skidding to a halt at the banks. His eyes began to scan the deep, fast moving water frantically.

"Twilight!" he called out.

His breathing quickened as he saw nothing. Only a trail of stepping stones stretching to the far bank. A hoof tapped him on the back. He turned to find Cheerilee giving him a patient smile.

"Spike, calm down," she instructed, one hoof pointing downstream. "The current would have carried her the other way, see?"

The reporter looked back to the water and blinked a few times.

"Oh... right." Spike let out a weary sigh at his own foolishness.

"It's awful fast, ain't it?" Big Mac pointed out, his hooves sinking slightly into the damp earth by the water.

"Hmmm... it certainly looks like," Cheerilee agreed, biting her lip. "Oh, I hope Thunderlane and the others didn't go too far..."

Spike swallowed hard at the teachers words. His hooves tapped against the ground before he started following the current.

"She'll be okay though, right?" Spike asked, not even bothering to hide how frantic his voice was. "You said Time Turner wouldn't let her get hurt."

"Of course he won't," Cheerilee insisted, starting after the stallion. "Just try to stay calm, okay Spike? We'll need to follow the river—"

Spike looked further downstream, his view of the path cut off as the river bent around a cliff face. His breath caught in his throat for a moment as he saw the massive pile of stone laying about the river bend. The reporter's eyes shot up, spotting the steep incline above leading to the empty space a good hundred feet over the water and stone.

"Sweet Celestia..." Spike said, his voice hollow as he started walking toward the rocks.

"Spike?" Cheerilee called after him. "Wait for us!"

Two sets of hooves began trailing after him, but Spike didn't look back. His green eyes simply scanned over the boulders again as he drew closer. They darted back up to the cliff once more. His mind reeled, trying to grasp how they could still be so close after so much walking.

"Thunderlane was right," Spike thought aloud, his eyes never leaving the rocky mess. "There's... there's no way I could have taken that..."

He looked up to the drop one last time, a sudden rush of vertigo hitting. Cheerilee's hoof once more found his back, this time with a gentle pat.

"I'd still say he was a little harsh," she said to Spike, giving him a smile.

"Maybe, but still..." Spike answered, shaking his head. "Ugh, and I busted him right in the nose, didn't I?"

"You can apologize to each other once we've caught up to him," Cheerilee assured the reporter.

Spike just nodded, his eyes returning to ground level. His stomach still twisted slightly as he took in the fallen boulders again. A few larger ones sat in the river itself, the current splashing furiously against them. A brief flicker of motion passed between two of the rocks—

"Did you see that?" Spike asked pointing a hoof so fast he almost knocked Cheerilee over.

"See wut?" Big Mac wondered, squinting a bit.

Spike bit down on his lip, eyes searching between two of the larger rocks near the cliff. Each of them was easily bigger than the red stallion next to him, but he could make out a glimpse of the river between them. Green eyes narrowed and a gasp escaped his mouth.

Something flicked up for a moment right between the two boulders. A dark, feebly waving shape. A pair of similar gasps sounded from either side.

"That couldn't be one of the others," Cheerilee muttered around her hoof. "It just couldn't be... could it?"

Spike's hooves were pounding against the ground before he could think. The chill was squeezing his lungs again as he tried not to picture what he might find. He desperately forced out images of purple scales scattered among the rock and ignored the voices of the other two.

He slowed to a halt as he drew closer, and he tilted his head in confusion.

The thing sticking out from between the rocks looked like some manner of transparent snake outlined in a soft, blue fuzz. Now that he was within hoof's reach Spike could see it was giving off a soft light of its own. The strange thing twitched again as Cheerilee and Big Mac raced up.

"What is that?" Spike asked, taking a cautious step toward the object.

"It almost looks like a tail," Cheerilee answered, giving it a curious look.

The fuzzy thing suddenly darted back behind the boulders and around the cliff face. Spike froze as the ground under his hooves suddenly trembled. Unlike the quake from before this was in more regular intervals. Almost like hoofsteps.

Something lumbered out from behind the cliff face before him. Spike's jaw hit the ground at the sight of it.

A gigantic bear, easily two stories tall at the shoulder. Its body looked like it was made of a patch of night sky. Silver stars shifted within its shimmering, blue form as its eyes turned to the trio.

"That—" Cheerilee's voice failed her as the trio stumbled back. "That's an Ursa Minor!"

"Ursa Minor?" Spike asked, a strange twinge of familiarity drowned by the feeling of his heart leaping to his throat.

"The legendary star bear..." Cheerilee said, sounding some mixed between amazed and horrified. "I'd heard they lived in the Everfree, but they're supposed to be extremely rare!"

"Please tell me they're friendly," Spike begged, his legs threatening to buckle beneath him.

The bear's eyes flash red and narrowed at him. It opened its mouth in a terrifying roar, rearing up onto its hind legs as it did.

"Run fer it!" Big Mac shouted.

Spike needed no further prompting. Adrenaline took over completely as he spun in place and took off.


Nightmare Moon laughed internally as she watched the three ponies run.

"Bad ponies!" The Ursa Minor roared below the mare, her spell translating what little of its words made sense.

"Yes indeed, my little ursa," Nightmare Moon encouraged, her wisp-like form curling up next to the bear's ear. "Very bad ponies. The same ones that collapsed your cave."

The alicorn's eyes flickered as she glanced across the river to where the cave was hidden. She scowled as she felt something tugging at the back of her mind. Something pleading with her stop.

"You stay out of this," she warned Celestia as the Ursa began to move. "You should be happy the other one didn't get out."

The Ursa's heavy claws slammed against the ground, leaving deep furrows in the river bank. It let out another roar, its voice echoing through the forest.

"How... behind me?!" the spell spoke into Nightmare Moon's ear. "You said near the rocks!"

"The purple one with the horn can do magic," Nightmare Moon whispered coyly, ignoring Celestia's protests. "A pretty green color too. He probably got the others behind—"

"Green!" the bear's paws flew faster. "Like at the cave!"

"Oh now isn't that something," Nightmare Moon said with mock surprise.

She just looked to the cave again, a smile crossing her face. Suddenly getting a close, personal look at Spike's magic didn't seem as annoying. Matching the exact shade of his spell had been easy, and woken the Ursas surprisingly fast.

Nearly dropping a cave on top of them hadn't hurt either.

Still, some part of her was wishing that the other one had escaped. She wasn't about to complain though, adhering herself to the Ursa Minor's back. Nightmare Moon's eyes glimmered with mirth as she looked down at the fleeing ponies.

Spike was near the front of the group despite the scrapes and bruises that covered his body. Big Mac was right next to him, with Cheerilee bringing up the rear. The school teacher's hooves were beating against the ground for all they were worth as they rushed past the trail they had taken from the forest above.

The Ursa Minor let loose a roar, one massive paw swiping at the purple mare. Cheerilee screamed, stumbling as she ducked under the swing. Her hooves tangled though, and she pitched forward, rolling to a halt.

"Cheerilee!" Spike's voice shouted from up ahead.

The earth pony's eyes shrunk in horror. The star bear lumbered to a halt, raising wickedly curved claws. They flashed in the moonlight before descending.

There was an ear-splitting crack and a howl of agony pierced the sky.

"Claw!" the ursa whined, cradling its paw. "Hurts hurts hurts!"

Nightmare Moon snarled as her mount stumbled back in shock. She could see one of its claw tips broken clean off, laying on the ground next to Cheerilee. Between the school teacher and the beast, a massive stallion stood.

"Nope," Big Mac stated simply, twin puffs of steam issuing from his nostrils.

"You're not going to take that from him, are you?" Nightmare Moon challenged the Ursa Minor. "He's helping the unicorn that collapsed your home!"

The alicorn could see Spike helping Cheerilee back to her hooves. The bear snarled, gingerly lowering its paw before stomping back toward the three ponies. Big Mac snorted and charged, leaping into the air and coming down hard on the paw he'd just kicked. The huge beast howled in shock and snapped its limb forward. Big Mac tumbled off, grunting as he landed on the ground.

"Big Mac!" Cheerilee shouted, racing to his side.

The stallion was already up though, and he held out a hoof to stop her.

"You two git outta here!" Big Mac ordered. "Ah'll be right behind you!"

"But—" Spike and Cheerilee both tried to protest.

"No!" the Ursa shouted. "Not escape!"

The order only came as a vicious roar as its paw reached out to flatten the smaller two ponies. Nightmare Moon could see a blur of red as Big Mac jumped forward, shoving them back. It didn't seem to matter as all three were soon covered by the massive limb. The alicorn gave a satisfied smile as she watched it lower.

The smile faded as the paw stopped. The Ursa also seemed confused as the sounds of somepony straining rose from below.

"You have got to be kidding me," Nightmare Moon snarled, her cloudy body swirling toward the ground.

Even seeing it with her own eyes she couldn't believe it. Big Mac was pushing back against the Ursa Minor's paw, preventing it from falling. The Ursa growled, pushing harder in response. Sweat poured off the red giant as Spike and Cheerilee got back up.

"Ah said git!" he ordered, jerking his head.

"Are you crazy?!" Spike shouted. "You'll be pulverized!"

"Ah ain't letting... no overgrown teddy bear... hurt mah friends..." Mac grunted, taking a deep breath. "Now move!"

The two purple ponies stumbled back. Cheerilee glanced to the side and pushed Spike toward the river. Nightmare Moon growled as she watched the two begin hopping across the rocks leading to the other side.

"Purple one!" the Ursa shouted, its voice only a roar to any but Nightmare Moon.

The leg lifted from Big Mac, causing his body to shudder a bit from the sudden shift. The Ursa snarled as it started after the fleeing duo, its injured paw going into the river. Nightmare Moon flew back up toward its ear, but stopped in midair as a heavy thud drove both her and the bear's attention to the ground.

Big Mac's back hooves slammed against the Ursa Minor's other forepaw again before he spun around. His eyes narrowed as he met the gaze of the giant beast.

"Don't care how big you are," he challenged, one hoof scraping the ground as he prepared to charge. "You want them? You git through me."


A frustrated roar echoed from across the river as Spike reached the far bank. The reporter spun around to the source of the noise, finally getting a full view of the creature they faced.

Even Big Mac barely seemed to come up to the top of the Ursa Minor's paw, but that didn't seem to be stopping him. Spike could see the stallion, a little red fly compared to the beast, darting between the bear's legs and bucking its hind paw.

"Oh, Big Mac," Cheerilee pleaded quietly from next to him, watching as the earth pony barely avoided getting crushed again. "Please, just hurry and run!"

"He managed to hold that thing's paw back," Spike said, unable to tear his eyes from the fight. "Maybe he can actually scare that thing off?"

Cheerilee shook her head furiously in response. The teacher started pacing frantically, her eyes squeezed shut. The clop of her hooves was slightly amplified by the open cave mouth behind her.

"It wouldn't be a good idea, Spike," she fretted, her pace getting more and more frantic. "That's just an Ursa Minor after all!"

"You already... wait," Spike raised an eyebrow in realization. "What do you mean 'just' an Ursa Minor?"

The star bear on the far side let out another frantic roar. Big Mac had apparently dodged another blow, and the beast had left claw marks along the cliff wall behind him. A few loose stones rained down as Big Mac made a charge for the river, only for a huge paw to cut him off.

"That's just a baby," Cheerilee explained as the noise died down.

Spike looked to the teacher, his eyes wide.

"A baby," he confirmed, his voice flat.

"That's why it's called an Ursa Minor," Cheerilee pointed out, swallowing hard. "And you know the first rule about baby animals, right?"

Something echoed from the cave behind them.

A low, muffled growl.

Spike and Cheerilee both looked to each other and swallowed hard. Far back in the cave the reporter could just make out a faint trace of something glowing purple.

"Their parents usually aren't far away," Cheerilee said, her voice shaking with fear.