• Published 9th Sep 2012
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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 14

Chapter 14

The phrase "rock and a hard place" had never seemed more appropriate to Spike.

On the far side of the river he could still see the unbelievable battle being carried out. Big Macintosh, easily the largest stallion Spike had ever laid eyes on, clashing with a fabled Ursa Minor. Though the star bear looked like it could easily swallow a pony in one gulp, it was still roaring in frustration. Each and every swing it took at the farmer seemed to end with its claws striking water, ground, or cliff.

Though the reporter was hoping he was just imaging that Mac was slowing down.

As another cry came from the far bank, it was answered by a growl. Spike swallowed hard as she turned his gaze back to his side of the water. Somewhere deep inside the cave behind him he could still see the soft glimmer of purple. The glow seemed to flare with each snarl that echoed from the darkness.

Spike's mind felt like it was going to rip itself in half. It was just too much to try and wrap around the idea of something larger and fiercer than the creature across the river.

Something began clopping against the ground again, pulling his attention in a third direction. Turning to the side, Spike saw Cheerilee was up and pacing about. Her face was a mask of worry as she chewed on her lower lip.

"Cheerilee?" Spike asked, watching the mare as she moved back and forth.

"I'm sorry, I'm just trying to think..." she apologized quickly before turning to her companion. "Oh there has to be something we can do!"

Spike just nodded, numbly. His mind was already blanking out again in some strange sort of instinct to preserve what of itself it could. He barely twitched at the sound of another roar from across the river.

"It's just... nothing about this feels right," Cheerilee went on, resuming her pacing. "A baby wandering around on its own... and its mother—"

Something growled in the cave again, the purple glow dancing off the walls. The school teacher paused and looked into the cavern, raising one eyebrow.

"It's mother must be a real monster to control that," Spike choked out, jerking his head to the fight across the river.

His companion turned back to the Ursa Minor, and suddenly let out a sharp gasp. Spike jumped to his hooves as Cheerilee covered her muzzle.

"He roars, she responds, but she's not coming out," Cheerilee said, eyes going wide. "Even though any parent would know he needs help..."

"Come again?" Spike asked, raising an eyebrow.

"What if..." Cheerilee gasped out as she turned back to the cavern. "What if it's because she can't?"

Spike opened his mouth to speak only for a blur of purple to race past him and into the cave. He sat in silence for a brief moment before his mind realized the blur had been Cheerilee. He scrambled to his hooves, a weak light shining from his horn as he charged after her.

"Cheerilee!" Spike yelled, his voice echoing from the cave walls. "Cheerilee, wait!'"

He didn't have far to go, the teacher soon caught in his light. From far outside the cave another roar rang out. Cheerilee didn't seem to be paying attention though, her eyes locked straight ahead. Spike stumbled to a halt next to her, his eyes adjusting to the dim light he was providing.

"Oh my goodness," Cheerilee said, her voice barely above a whisper. "Oh you poor dear..."

Spike followed her gaze and stared in disbelief at waited him. His eyes began hurt trying to take in the size of the creature. How any of them could have missed the cave when looking from the cliff was beyond him, given how huge it truly had to be.

Even though its body was prone, it still easily dwarfed Town Hall. A massive beast shaped roughly like a bear, with huge fangs extending from its upper jaw. Its purple fur flared with the light of the stars glowing within it as it let out a weakened growl. The glow seemed to be muted, buried by numerous stalactites of obsidian stone planted on either side of each limb.

"That... that's..." Spike could feel his head spinning as he tried to take it all in.

"That's an Ursa Major," Cheerilee confirmed with a nod.

The purple mare move closer, placing a hoof against one of the black stones. The Ursa Major snarled and began to lift its paw, only to be forced to a halt. The stalactites kept the limb firmly sandwiched between them, preventing it from moving any further. Spike let out a sigh of relief as the same fate befell its other forepaw.

"S-so she can't move?" Spike realized as his legs stopped trembling. "I guess that's why she didn't come running."

The skyscraper-sized beast snarled at the reporter, and he jumped back. His horn extinguished with a soft pop sound, leaving only the Ursa's purple glow. Spike looked to Cheerilee, only to see the mare taking a few deep breaths as she turned away from the stalactite nearest her.

"Heee-yah!" Cheerilee shouted, lashing out with her back hooves.

The solid impact of hooves on stone rang through the cave. Spike covered his ears against the noise, his eyes going wide as the teacher prepared for another buck.

"Are you crazy?!" Spike shouted, sprinting forward and putting himself between Cheerilee and her target. "What are you trying to do?"

"I'm trying to help her!" Cheerilee insisted, pointing at the Ursa Major. "Spike, don't you see what must have happened? When that earthquake from earlier hit, the Ursa Minor must have escaped—"

"...but this one didn't," Spike realized, looking back to the huge ursine. "So the Ursa outside is just—"

"—Scared and probably more than a little upset," Cheerilee confirmed, gesturing to the beast. "All the while, Mama Ursa is stuck here listening while she can't do anything!"

Another roar reached the cave, bouncing off the walls for a few seconds. The Ursa Major growled again as Spike's hooves shuffled uncomfortably. He twitched a bit in surprise as a soft hoof lifted his chin.

"She needs our help just as much as Big Mac," Cheerilee said, her eyes pleading. "Maybe... maybe this way we can save them both!"

Spike's mouth drew into a grim line as he looked back at the Ursa Major. Her purple light flared again, her eyes locked back on the exit of the cave. A high-pitched whine escaped her muzzle as more sounds of the battle carried down. The star bear's massive, yellow eyes looked to Cheerilee, who reached past Spike to pat her paw.

"... I really hope you know what you're doing," Spike said in a trembling voice as he stepped aside.

Cheerilee smiled as she moved up to the stalactite once more. She turned, took a deep breath, and lashed out once again. The sound of hooves impacting stone echoed once more as the Ursa Major lifted its paw once more. A soft rattling sounded as a few stone chips fell from the spot Cheerilee had struck.


"Twlight?" Time Turner whispered, slowly waving one hoof in front of the dragon's face.

No response. The tan stallion just shook his head and made another mark on the ground. Despite the mud's poor ability to hold impressions he still counted fifteen of them. He simply let out a sigh as he rustled Twilight's head spines a little.

Even assuming some room for error, he'd counted approximately fifteen minutes since he'd awoken to the purple reptile's voice. Fifteen minutes that he'd spent with the little one cradled against him, trembling like a leaf.

She'd been alternating between opening her eyes and staring out into the darkness and squeezing them shut tight. Not that it seemed to make any difference either way. And in all that time, Time Turner had been unable to get her to say a word.

"Miss Twilight, I know things seem grim..." he tried to encourage before letting out a sigh. "Oh that's not helping, is it?"

His back throbbed as though in answer. The earth stallion winced in pain and tried to shift his weight. He drew a shuddering gasp as agony stabbed through his spine, and quickly lay still.

"Well, at least my back's not getting any worse," he tried to joke, only for Twilight to cringe even harder against him. "Ah..."

He trailed off, letting his head slump to the muddy ground. He felt the unpleasant sensation of mud on half of his face but just rolled his eyes. Half of his body was already covered in the muck, and the other half was still slightly damp thanks to being so close to the river.

At the very least Twilight's scaly body was warm. Time Turner was willing to bet that was the only reason he wasn't going numb.

He reached out and drew another mark in the mud. Sixteen. He looked up to the moon again, and his brow furrowed in concentration. Strangely enough, worry for Twilight aside, he found fear wasn't the first thing that was coming to mind.

"Far be it from me to complain," Time Turner commented, flicking some mud from his hoof. "But this being the Everfree Forest I'd expect something to have found us by now."

SPLASH!

Time Turner mentally cursed as water splashed from the river up his hindquarters. The old adage "Be careful what you wish for" was ringing in his ears as he struggled to twist toward the river.

His back screamed in pain, joining Twilight. The dragon had finally reacted at the sound of whatever had hit the water. Time Turner could hear her claws slipping in the mud as she ran behind him. He struggled to lift his head a bit further, and his eyes went wide. A shadow was rising from the water and clumsily stumbling toward him.

"Time Turner!" the dark shape exclaimed in a very familiar voice. "There you are!"

The tan pony's breath hitched in his throat for a second as the figure stepped into the moonlight. Ditzy Doo stood there, water dripping from her now-soaked mane and tail. Her wall-eyed gaze seemed to be smiling almost as broadly as she was as her one eye locked onto the muddy stallion.

"Ditzy? Oh thank goodness!" Time Turner cheered in relief. "Did you bring the others?"

"Well, one of them—" Ditzy said before a rustle of wings cut her off.

"You alright, Ditzy?" Thunderlane asked as the pegasus stallion descended into view.

His wings suddenly halted upon seeing Time Turner. The dark-coated pony gasped as he landed, his hooves sinking into the mud. His jaw dropped as he turned to Ditzy.

"You found him," he said, his voice tinged with disbelief as a smile grew on his features. "Ditzy, you found him!"

"None too soon, I might add," Time Turner confirmed with a slight chuckle. "Though I'll hope you'll pardon me if I don't stand to shake your hoof, Miss Doo."

"Aww, it was nothing," Ditzy said, blushing a bit. "Guess it's lucky that I was flying so low."

"Yeah," Thunderlane said, moving to Time Turner's side. "Come on, TT, let's get..."

The earth pony cringed as Thunderlane trailed off into a sharp gasp. There was no doubt in his mind that the pegasus had noticed the massive bruise. The one that was still aching from Time Turner's efforts to move.

"Yes, a rather unfortunate side-effect of my attempt to help Twilight," Time Turner explained, feeling a brush of feathers along his back. "I think I might need a hoof up..."

Thunderlane just nodded. The earth stallion winced as he felt a wing slowly work its way under his side. Time Turner's teeth dug into his lip as he tried not to cry out.

"Sorry TT, this isn't gonna feel good," Thunderlane apologized. "Ditzy, I need you to help me get him onto my back."

"You've got it!" Ditzy stated, snapping a quick salute before moving to their patient's other side. "Just say when."

"Alright," Thunderlane said, the muscles in his wing tensing. "One... two... three!"

Time Turner clenched his jaw as the wing lifted. He rolled, his hooves going limp as pain shot through his body. All his senses were lost in a burst of agony before the Mayor's Aide found his legs dangling from Thunderlane's side. He twitched his nose as his muzzle was buried in the other stallion's mane.

"Talk to me, TT," Thunderlane said, turning his head to look at him. "You gonna be okay?"

"As long as the ride is smoother than the loading," Time Turner groaned, raising his head clear of his mount's mohawk. "Sorry to be a bother."

"Don't worry about that, I'll take it easy. Promise," Thunderlane said, his wings spreading slightly as he balanced. "Now all we have to do is find Twilight—"

"Twilight?" Time Turner asked, looking around. "But she's right... here..."

He trailed off as his eyes searched the river bank. Despite the moonlight shining down, there was no sign of the purple dragon anywhere.

"She was right here... Twilight?" he called out, causing Thunderlane to flatten his ears and wince. "Twilight, where are you?"

Much to his surprise, Ditzy put a hoof over his mouth. She had a little smile on her face as she pointed to a nearby bush. Time Turner stared at the foliage, his eyes going wide as he saw it tremble slightly. The mailmare carefully walked toward it, her hoofsteps softened by the muddy ground.

"Um, Ditzy?" Thunderlane said, raising a hoof. "I'm not sure that's a good—"

"Found ya!" Ditzy cheered, sticking her head into the bush.

There was a frightened scream and a flash of magenta fire. Ditzy yelped in surprise and fell back onto her rear, puffs of steam floating off her mane. The bush had a smoldering hole burnt into it, through which Twilight's trembling form was visible.

"D-Ditzy?" she whispered, purple eyes wide as she stared out the hole. "Oh my gosh! Are you okay?!"

"That was a neat trick, Twilight," Ditzy said, shaking her head and her now-dry mane. "That worked better than my blow-drier!"

Thunderlane rolled his eyes and let out a groan. Time Turner let a chuckle slip out though, before Twilight turned her gaze to the two stallions.

"Glad to see you're doing better," Time Turner said, clearing his throat. "Looks like we can get back to the others now!"

"Sounds good to me," Thunderlane agreed with a nod.

"Um... right..." Twilight said, starting to stand up. "Let's—"

Another howl sounded in the distance, and the dragon gasped in fright. In less than a second, Twilight collapsed back to the ground and clamped her claws over her earfins. Her tail curled over her toe claws as she just trembled in place.

"Twilight?" Ditzy asked, tilting her head in confusion. "Are you okay?"

"No I'm not... we're still in the Everfree..." Twilight whimpered out, shaking her head. "First there was the fog, then the c-cliff... Time Turner got hurt trying to help me and th-there's all those howling... things..."

She trailed off as another howl rang, and somehow cringed even tighter. Thunderlane's wings slumped as he looked back to his passenger.

"So now what?" he asked.

"I'm not sure," Time Turner admitted, managing to lift one of his hooves to rub his chin. "She'd been in shock almost since we got out of the river. I thought she was frightened but... well..."

He trailed off, looking helplessly at the dragon. Twilight had her eyes squeezed shut, more tears leaking out of the corners. Time Turner's eyes wandered to Ditzy, and stopped cold.

The mare had a little smile on her face, both of her eyes focused firmly on the dragon. The pegasus knelt down, putting herself eye-to-eye with the young reptile.

"Poor Twilight, you must have been so scared," Ditzy cooed, her hoof reaching out and brushing away a few tears. "Hey, you want to know something that might help?"

Twilight's eyes slowly opened, and Ditzy's smile broadened.

"It's a trick I taught Dinky!" she said, wings flapping excitedly. "All you do is think about all the stuff that's scaring you, then you find some new way to look at it all!"

Time Turner and Thunderlane's confused gazes met. Twilight apparently shared the feeling as she sniffled and wiped at her eyes.

"A new way..." she said, her voice barely a whisper. "How?"

"Well, how about this?" Ditzy asked.

With that the mare puffed out her cheeks and tilted her head. Her eyes crossed as Twilight just stared in shock. Time Turner felt a twinge of pain as Thunderlane adjusted his balance in order to face-hoof.

"Ditzy," Thunderlane grumbled, ignoring the streak of mud his hoof left. "What are you doing?"

"Oooh, or how about this one?" Ditzy asked, ignoring the stallion.

Her tongue stuck out as she scrunched up her muzzle. Time Turner snickered a bit as the mailmare blew a loud raspberry. Twilight's body shook as a short chuckle made its way out before her claws covered her mouth.

"Ah!" Ditzy cheered, dropping the silly expression. "I saw a smile!"

Before anypony could respond, Ditzy grabbed Twilight in her forehooves and pulled her close. The baby dragon gasped as her "captor's" wings suddenly began to brush over her sides.

"Ditzy-hee hee-what are you doin-Ha ha ha!" Twilight tried to speak as the feathers tickled over her.

"Coochie coochie coo!" Ditzy said with a bubbly laugh.

Time Turner and Thunderlane both stared in disbelief as the purple reptile quickly collapsed into a fit of giggles. Ditzy was already laughing along, her wings not stopping for an instant. Time Turner smiled, his chest shaking as he covered in mouth to silence his own sniggering. Thunderlane was rolling his eyes, but a smile was coming to his face as well.

"Stop!" Twilight begged, her smile not fading. "I give, you win!"

Ditzy smiled, releasing Twilight from her tickle torture. The dragon kept giggling a little as Ditzy brushed a hoof over her spines.

"Feel a little better now?" she asked, her gold eyes meeting Twilight's.

"Actually... yeah," Twilight realized, brushing off her scales. "But how—"

"It's the same with Dinky when she's upset," Ditzy said with a proud flutter of her wings. "Things never seem so bad after you've had a good laugh!"

She lowered one wing, forming a gentle ramp up to her back.

"Now all aboard!" she encouraged. "Next stop, Spike and the others!"

Twilight nodded, scrambling up the offered wing and onto the mailmare's back. Time Turner shook his head in disbelief as Ditzy began to trot ahead.

"I have to admit Miss Doo," Time Turner spoke up, causing the named mare to look to him. "That was quite uplifting!"

"Aww, thanks," Ditzy said, blushing again. "It's no big deal though. After all, making ponies smile is my special talent!"

Ditzy began trotting again, humming a little song. Time Turner found himself staring after her bubble-marked flank as Thunderlane just stood in place.

"That's what the bubbles mean?" Thunderlane asked in a whisper before starting after her. "I've gotta admit, I never would have guessed that."


The Ursa Minor snarled as it looked down at its paws.

"Well it's about time," Nightmare Moon grumbled, still floating around the bear's ears.

Big Mac groaned and squirmed, trapped between the massive beast's forepaws. Only his head and yoke stuck out from between its claws. The Ursa Minor lifted the giant stallion closer and snarled in his face.

"Bad pony," it growled.

Nightmare Moon smiled, swirling down the star bear's limb. Her misty form swirled around Big Mac, causing him to shiver in response.

"It's almost a pity," she said, smiling a bit as she felt Celestria straining against her prison. "A stallion like this could have been useful in my new Night Guard."

Her cloudy body floated away into the sky above. Celestia's pleading rang through her mind as Nightmare Moon just smiled. The Ursa Minor's paws began to squeeze together, Big Mac clenching his jaw as his struggles continued.

Then there was an explosion of noise from across the river.

Nightmare Moon felt her insubstantial body twist in midair as the wind itself rippled. A massive roar, putting to shame anything the Ursa Minor had managed, sent her spiraling into the cliff face. The alicorn's immaterial nature was the only thing that saved her from actually embedding herself into the rock.

"What in Equestria—" Nightmare Moon gasped out, floating away from the cliff.

"Mama?"

The Mare of Darkness's jaw dropped as her ursine ally turned to the river. Purple light was shimmering from the open cave mouth on the other side. Slowly, a face with massive fangs appeared in it, its eyes going wide.

"Mama!" the Ursa Minor cheered, releasing its grip on Big Mac.

The earth pony let out a yelp of surprise as he tumbled to the ground, landing with a solid thud. Nightmare Moon grit her teeth as the blue bear splashed into the river, wading toward its mother. The Ursa Major let out a happy-sounding roar as she squeezed her massive bulk out of the cave.

"Hey!" Nightmare Moon shouted, flying after the star cub. "Get back here, you aren't done with him yet!"

The Ursa Minor happily ignored the furious alicorn, nuzzling against his mother's foreleg as she reached the half-way point with her emergence. The larger bear let out a rumbling, cooing noise as her one paw stroked her child's back. Nightmare Moon brought herself to a halt, eyes going wide as she spotted a pair of purple specks run between the massive beast's legs.

Cheerilee and Spike hopped across the stones, making it to the other side of the river. Big Mac was groaning as he managed to stand again, the other two stopping at his side.

"Are you alright?" Spike asked.

"Been worse," Big Mac answered, shaking some dirt from his coat.

Cheerilee had a proud smile on her face as she gestured across the river. Big Mac turned and raised an eyebrow at the sight that waited him. The Ursa Major had pulled the Minor close and was licking some of the rock dust from its coat.

"Aren't they cute together?" Cheerilee asked, a broad smile on her face.

"Yeah... cute," Spike said, his voice heavy with uncertainty.

The Ursa Major looked up from its cub to the trio of ponies and let out a low growl. Something that looked like a smile spread across its fanged muzzle, and it gave a slow nod to the group. It gently nudged its cub, and the two slowly began to make their way upstream.

Cheerilee smiled, and waved her hoof in a farewell to their retreating backsides. Nightmare Moon's jaw dropped as she watched the two walk away.

"Umm..." Big Mac droned out before closing his own jaw. "Wut just happened?"

"I'll explain on the way," Cheerilee promised, turning back downstream. "Come on, don't want to keep the others waiting!"

The three ponies took off, galloping along with the river's current. Nightmare Moon hovered in stunned silence, her eyes following them.

"But... how..." she mouthed out.

There was a snickering in the back of her mind. Her misty form trembled as something boiled away inside her.

"Shut up!" she snapped at Celestia as she took off into the night once more.


"Once the first rock broke she just tore her way free," Cheerilee explained as she cantered along. "Then Spike and I just followed her out."

Big Mac dropped his jaw once more as the teacher wrapped up her story. Spike just nodded his head, understanding the expression the earth stallion wore. The reporter could still feel a little dirt stuck to his own chin.

"So that bear was just a cub?" Big Mac asked, shaking his head slowly.

"I saw its mom, and I still don't believe it either," Spike confirmed, patting Mac's shoulder. "Good thing Cheerilee got it all figured out."

"Well, not quite all," Cheerilee admitted, scrunching her muzzle a bit.

Spike and Big Mac both stopped and looked at each other, their confusion mirrored on each other's faces.

"What do you mean?" Spike asked, turning back to the teacher. "You were the one that figured out they were mother and cub—"

"It was a really a guess on my part," Cheerilee explained, scraping a hoof against the ground. "I had a good feeling about it, of course... but, to be honest, there wasn't anyway I could be sure."

Spike felt more of the forest floor hit his chin. Cheerilee just lowered her head, a bit of a blush setting in as she gave the two stallions a small smile.

"You mean you tried to help the Ursa Major..." he said, his voice slowly raising in volume. "And you weren't even sure she wouldn't come after us!?"

"It all worked out," Big Mac cut in, tapping Spike on the shoulder. "'Sides, I wouldn't expect anythin' else outta Cheerilee."

"Aww, why thank you Big Mac," Cheerilee responded, lifting her head and smiling a little broader. "I just... felt sorry for her is all."

Spike let out a sigh and shook his head. His heart was hammering with the delayed realization of just how close he'd brushed with death for...

He scrunched his brow and counted before nodding in confirmation. Nightmare Moon, cliff, Ursa Minor, Ursa Major. Fourth time that night.

"Just can't believe Ah beat on a cub lookin' for its Ma," Big Mac grunted as the group started moving again. "Don't Ah just feel like the biggest bully on the playground..."

"Don't worry, Big Mac, you didn't know," Cheerilee assured him. "Let's just worry about finding the others and stopping Nightmare Moon, alright?"

Spike's hooves slowed, his horn shimmering a bit with some of his recovered magic. The latch of his saddlebags lit up as his thoughts began to wander, Cheerilee's voice drifting out of focus.

"Bully..." he muttered, his eyes dropping to the hooves of the ponies in front of him. "And Nightmare Moon..."

He could feel something at the edges of his mind, just like before they had found the path down. Little by little he could feel images returning. His cutie mark, Twilight, the blue filly in the cape, and the strange reason that they seemed to be coming up again...

Something bumped against his nose and he lifted his head. One of his notepads wavered in the air before him. Spike let out a sigh as he reached up and cupped the pad in one hoof, cutting off the unconsciously activated spell.

The words on the page caught his eye though. He raised an eyebrow as he looked over them. His magical recording of the conversation between Celestia and Nightmare moon sat before him.

And there they were, right in front of his eyes.

The words he'd forgotten earlier.

"No army? No champion to stand for you?"

Spike stumbled midstride. His magic flared and shoved the pad back into his bag, but the thoughts were already swarming. Images as well as words written and spoken were flooding his mind.

"No champion"

"Celestia asked me to send the guards away. Putting it all together it's like at least she knew what was coming."

The blue filly, her starry cape dragging behind her.

Twilight applauding him as he showed off his new cutie mark.

Something clicked in his mind as he looked up to the clear moon. Nightmare Moon's celestial eye, looking down upon all of Equestria. Looking down on the cursed foals in Ponyville, on Twilight wherever in the forest she might have been, on Spike himself and who knew how many others.

All thanks to there being nopony standing between Nightmare Moon and Celestia.

"Because of me..." Spike whispered, his throat tightening. "It's... it's all my fault..."