• Published 13th Dec 2012
  • 1,629 Views, 47 Comments

Kickin' Flanks - Xtralife



You see them saving Equestria. You watch them learning about friendship. You might even worship one as your immortal royal sun goddess. You think they're ponies just like you. You're wrong. Dead wrong!

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9 - Pop the Bubbles

“Rise and shine, pony!” came a loud, authoritative mare’s voice. “Oh wait, that’s my job now.”

After an excruciatingly mind-numbing eight and two-thirds rounds of counting cobblestones, Twilight Sparkle had managed to lull herself into a fitful sleep. She was lying on her stomach with her front hooves crossed, her chin resting on the bottom hoof, and her nose buried into her top hoof. The unicorn’s eyes opened just a fraction, the light coming through the barred window too bright for her. From behind her mane she recognized a blurry white form—ostensibly her alicorn mentor, complete with gold adornments and pastel flowing mane, all slightly tinted green by the floating cube she had to look through.

Twilight shakily pushed herself up to her hooves and stared down the form of Celestia. “I… I know it’s you, Chrysalis. There’s no point in this charade anymore.”

“Hmph, very well. I’m done with this form for now, anyway.” A circle of green flames burst from the floor and rose up as a massive pillar, and Queen Chrysalis’ wings, horn, and holes materialized all at once. It was almost as if she was fast-forwarding through the entire transformation sequence to get it out of the way faster, like she was doing the bare minimum of being impressive or theatrical.

“How the buck are you even raising the sun anyway…” Twilight murmured. She still couldn’t fully open her eyes.

Chrysalis snickered gleefully and flicked her wings. “Now, now, Nightlight, what makes you think I’ll tell you everything you want to know? It’s my choice what you get to see or not. But I do have something special to show you today, equine.”

The unicorn rolled her eyes. “I don’t want to see your ulcers, Queen Syph—“

“SILENCE!” cried Chrysalis, eyes burning and physically quivering with rage. “I’m going to make you regret making that little comment, and you will stay silent—as dumb as your intellect, or I’ll backhoof you straight into Tartarus!”

Twilight stared down the likeness of the Princess, who was equally meeting her gaze with eyes like daggers, breathing heavily and still trembling. There was a moment of calm, as calm as could be between adversaries.

“Now then… you recall Rainbow Dash’s little stunt she pulled, yes?” The Queen scowled. “I’m sure you’ll be happy to know that nearly threw a wrench into the works.”

Twilight lifted an eyebrow. “Glad to hear it. When do I start regretting things?”

The changeling queen tilted her head to the control panel and fired a green bolt of magic. To Twilight’s left, the wall of the green cube turned opaque and briefly flickered white before an image was splashed across it.

“This is video footage, recorded, oh, yesterday afternoon.” Chrysalis sighed. “I couldn’t show you it then, of course. It’s just three of your friends. You’d still have been full of sappy emotions like hope and optimism, knowing Applejack and Rainbow were still out there.”

Twilight watched the wall of the cube as it looped the brief recording a few times. It was a silent, birds-eye view of Fluttershy, Pinkie Pie, and Rarity. They were walking down a cream-colored hallway with blue linoleum flooring, hoofcuffed and flanked on either side by policeponies.

Chrysalis began tapping her front hooves together “You see, I left a note saying you’d be in Manehattan Correctional Facility. I had intended to snatch all of your friends the moment they got off the train, but with Rainbow on her rampage, apparently Applejack and Pinkie Pie went to track her down.” The changeling queen looked up briefly to the ceiling. “Who knows how that weird pink one returned and fell into the trap anyway, but that still left the Technicolor wonder and the hick at large. Your pathetic herd separated and … I was forced to settle for less.

“But then, we received inside information that changed everything!” Queen Chrysalis shouted as she reared triumphantly, kicking about with her front hooves. “The mindless mares had met, and they planned to pay a visit to the prison… for you!”

The changeling queen’s horn lit up again, and she gave the control panel another zap. This time an image appeared on the wall of the cube to Twilight’s right. The unicorn completely turned around, ignoring the clip playing to the left. It was also a top-down angle of a room filled with washing machines, dryers, and rows of laundry carts. Other than that, the room was entirely empty, but not for long. A small door burst open and four mares galloped inside. Twilight gasped and lifted a hoof to touch the cube’s wall, leaning in for a better look as the camera zoomed in on Fluttershy, Pinkie Pie, Rarity, and Rainbow Dash. Three of the ponies, with the exception of the blue pegasus, were dressed in orange jumpsuits. A colossal swarm of officers gripping riot shields and shotguns in their teeth stormed through right behind them, bottlenecked by the door, pushing past each other as fast as they could.

Twilight furrowed her brow in thought, scanning over and examining the scene. “Where… where is this? You said I’m in Manehattan Correctional!” Twilight yelled, turning back to Queen Chrysalis. “You’re making me watch for a reason—tell me!”

“Where indeed are you, my little pony?” Chrysalis said patronizingly.

Twilight snorted. “You’re about to show me something else, aren’t y—“

“Let me show you!” the queen crowed triumphantly.

Chrysalis’ looked back and shot a third beam to the controls. This time the brief white flash came from behind Twilight and prompted her to whirl around again. The camera was pointed down a metal staircase. Suddenly four ponies cantered out of nowhere. Twilight froze still as she watched herself in the footage run down the steps, followed by Applejack wearing a policepony’s uniform; and hot on their hooves was somehow also Fluttershy and Pinkie Pie, both dressed as prisoners but the former was hobbled by a set of hoofcuffs.

The unicorn slid back onto her haunches and she felt her coat stand on end.

“Oh no,” she whispered softly.

“That’s right, Twilight Sparkle! You were in Manehattan Correctional—at least, that’s what your friends thought!” Queen Chrysalis’ eyes were blazing manically. “But it doesn’t stop there!”

Chrysalis blasted the controls yet again and Twilight could barely bring herself to look up at the top of the hexahedron. A fourth clip was now playing on that wall of an outdoor, paved area with an immense ring of policeponies around the edge. In the center of the high angle view were some of her friends: Applejack still in a uniform, Fluttershy and Pinkie Pie clad alike as inmates, and Rainbow Dash holding in her mouth what looked like a pink toothbrush. To the side were Rarity, another Pinkie Pie, an additional Fluttershy, and Twilight’s doppelganger. The unicorn could only watch in horror as the second Fluttershy and Pinkie lit up in green flames, turning into changelings before her eyes.

“Isn’t that just magnificent?” Chrysalis sighed contentedly. “I didn’t want to use the same tactic of swarming your friends with changeling copies of themselves, they’ve seen it already. Besides, I wanted to hurt them on an emotional level, and how can you be…” Chrysalis rotated a hoof absentmindedly, as if searching for the right word. “…How can you be magical friends with yourself?”

The unicorn was silent as the footage suddenly sped up, fast-forwarding with a high-pitched whine. Twilight watched herself on camera knock off her own horn and smear a hoof at her face to somehow wipe away the purple and change her eye color to yellow. The recording slowed back down in time for the unicorn to witness this pony, a gray pegasus mare with ostensibly a wig or mane dye, be offered a tray of muffins and voraciously dig into them face-first.

“Oh! Oh that’s my favorite moment, right there!” Queen Chrysalis pointed and sniggered mean-spiritedly. “She’s called ‘Derpy’, right? I don’t understand it, really. We caught her ripping apart some dispatches and interrogated her. She told us something about it being a fake name, being ‘undercover’, I don’t know, it bored me to death.” The queen looked again at ‘Derpy’ in the footage and snorted again. “Too easy, if you ask me. She spilled the beans and did this for us, all for… muffins.

“But I’m still not finished, Twilight Sparkle! One hundred percent of their effort to free you is for nothing! Of course, that’s partially because I’m about to capture them. But you were indeed on the right track earlier—you’re not in Manehattan Correctional at all. The letter was a red herring they chased, hook, line, and sinker! And to think… you could have been saved if they only searched a little closer to home.”

“What?”

“Think, pony, think!” exclaimed Queen Chrysalis derisively. “What’s near Ponyville and is made out of stone?”

Twilight looked down through the floating cube at the cobbled floor underneath. “I… I counted them for hours…”

The changeling queen’s face had contorted into a maniacal grin. “Say it! I want to hear you say it, unicorn!”

“…This is the Castle of the Two Sisters. You’ve locked me in the Castle of the Two Sisters.”

Chrysalis howled in delight and reared up again. “Ah-ha-ha-ha-haaa! I win, Twilight Sparkle! I motherbucking win!”

Twilight Sparkle felt a burning sensation somewhere deep inside her chest, like a miniature ball of molten metal. She rose to her hooves and slowly stepped towards the edge of the cube to look the Queen right in the eyes.

“You… how could—no, how dare you?!” she choked out, a lump rising in her throat. “Turning a pony’s addiction to your advantage? Fabricating information under the name of the Princess? Exploiting the trust my friends have in each other—and me when none of them, I repeat, none of them were involved until you dragged them into it?!”

Chrysalis blew on her hoof and polished it against herself. “You’re making it sound like a bad thing, Twilight. It’s called ‘using your wits.’ Try it sometime.”

The unicorn felt the heat spreading through her body from the center outward and her legs began to shake. “There’s nothing clever about you!” she screamed. “You’re just a deceitful, cheating liar!”

“Ha! Gah-ha-ha! Oh, that’s rich!” Queen Chrysalis turned away briefly, giggling and snorting into a hoof. After a moment, she regained her composure with a good deep breath and turned back to the unicorn.

Twilight had started hyperventilating and her pupils had contracted to little more than pinpricks.

“Of course I lied to them, stupid pony. I’m the queen of all changelings, and I’m the ruler of Equestria. Why, oh why, would I ever tell them the truth?”

The searing sensation had spread into Twilight’s head, pushing against her skull from the inside out, threatening to burst. Screaming and stomping her hooves, the unicorn threw herself into the wall of the green cube. Chrysalis withdrew a step in surprise as Twilight made contact.

The changeling queen leaned forward and raised an eyebrow. “Wh...what are you do—”

In a sudden blinding flare that made Chrysalis cover her eyes in surprise (albeit ineffectively due to her hoof holes), Twilight’s coat had changed to an off-white color. Her cutie mark had vanished without a trace. In fact, her pupils were also gone, leaving just her irises, now a bright and striking red. But what was most noteworthy of all to the changeling queen, not to mention distressing, were her mane and tail. They were on fire.

“Oh, buck me,” Chrysalis swore.

With another ear-piercing shriek, Twilight leaped up and her flaming mane erupted, filling the green cube from corner to corner. The changeling queen barely had enough time to spark up her horn and surround herself in an emerald-colored bubble before the fire consumed the magical hexahedron and massive oval holes opened in its sides. Chrysalis watched in fear as the flames ripped through the holes, melted away the cube, and blazed over her shield, blackening and chipping away the outermost layer. The control console behind her exploded into a fireball. And as abruptly as it had burst, the fire subsided by retracting back into itself until became a single dot, which fizzled out into nothingness.

Howling with rage, Queen Chrysalis’ horn flashed off and her shield bubble dissipated in a cloud of green smoke. The inferno had left none of her magic prison cub or its console. She stomped over to where Twilight had been standing, but stopped just short before she walked into the only thing left—a red circle of superheated cobblestone.

“TWILIGHT SPARKLE!” she shrieked, stamping a hoof into the floor. “This isn’t over yet, pony! You hear me?! I’ll siphon the love from you and your little friends, if it’s the last thing I do!”


Miles high above the opposite cliff side from the Castle of the Royal Pony Sisters, a purple ball of light streaked with flames flashed and disappeared again, leaving a still-smoldering Twilight Sparkle to plummet downwards. She felt her skin itself burning and fire was streaming from her mane and tail. Shrieking and flailing her legs, the unicorn charged up a white spark at the tip of her horn for another teleportation spell and dematerialized in the same way she had appeared.

“Nonononono!” Twilight squeaked out, completely panicked and still descending. “That’s not supposed to happen!”

The unicorn had managed to teleport much farther away, but was in free-fall somewhere above the Everfree Forest, and was also turned around to face the crumbling castle. Suddenly a scream echoed from the ruins, indistinct but clearly angry. Changelings began to stream from the windows and regrouped above the castle, and buzzed about in rings for a few moments until they spotted Twilight plunging again. The unicorn gasped and twisted herself around in mid-air, hoping to catch sight of somewhere she could safely teleport to. Spotting a small section of the Everfree Forest’s canopy covered in vines, she squeezed her eyelids tight and attempted another teleport. Her hooves floundered for solid ground a second time, but all Twilight felt was rushing air. Opening her eyes again, the unicorn saw that this time she had merely teleported forwards instead of down.

“Oh, come on!” she groaned, a tinge of exasperation mixing into her fear.

The unicorn had returned into a nosedive over Ponyville’s town hall. The rush of air somehow felt colder now, and Twilight was beginning to feel drained. Her coat was fading back to its normal purple coloration in tiny spots. The mare twisted about to look back at the pursuing changelings—she had managed to outstrip them, but they were still giving chase doggedly, and their chattering noises could still be heard at her distance. Twilight sparked up her horn once more and felt it fizzle out. She gasped in shock, realizing that not only would she soon be completely unable to teleport at all, but that the changelings would soon be upon her… if she didn’t collide with the ground first.

All of a sudden, a purple orb drifting east away from the town caught her eye. The unicorn recognized it immediately as Ponyville’s hot air balloon. It was beneath her elevation for the moment, but Twilight mentally made a few hurried calculations, concluding that in mere seconds she and it would match altitude. As the unicorn began to prepare one more teleportation spell, she scrunched up her brow in concentration—reaching it was likely her last chance to escape and survive.

Behind her, the small gathering of changelings screeched and rasped louder as they condensed themselves into a tight pack. Twilight began to count the seconds. The wind whipped her blazing mane about her face, irritating and drying out her eyes, and she could see that some small tufts of hair had become blackened and burnt out.

Twilight Sparkle held her breath.


“But I don’t understa-ha-ha-haaaand!”

For hours heaped upon hours, Rarity had sat in her prison cell, completely inconsolable and sobbing uncontrollably. Initially her cellmate, a chain-smoking older earth mare, had attempted to comfort her. When that didn’t work, she tried to distract her with casual conversation. She then resorted to insults, implorations to keep her mouth shut, and bargaining for a mere second of peace and Celestia-damned quiet.

Rarity’s cellmate asked to be transferred after only thirty minutes.

The water bubbling from her tear ducts had formed a puddle around her that just couldn’t go away, no matter how many gallons had poured down the drain in the center of the room. However, she had miraculously been able to keep her orange jumpsuit completely dry. Two members of the staff were standing outside the bars: a mustachioed pegasi officer in blue aviators who had developed an unfortunate eyelid spasm, plus a buck-toothed earth stallion in a stained v-neck shirt and a green trucker cap with a turnip emblazoned on it, who was mopping up the water threatening to cause a safety hazard in the hallway.

“Ma’am,” said the officer at length, “We’ve explained the situation to you multiple times now, and I’m asking you for the sake of my sanity to please cease and desist.”

The janitor spat out his mop and let it rest against the wall. “What he said, Miss Rarity! I can’t stand ta see ya boo-hooing all over the place like this!”

“It’s… it’s… it’s just not fair, Hillbilly Radish Cart!” Rarity wiped away at an eye with a hoof. “Why did nopony read me my rights? Where are all of my friends? How come I can’t use my magic? Why haven’t I gotten my phone call?”

“Aw, I don’t know, Miss Rarity. But how’s any of this gonna help you out of this jam? You’re ruinin’ yer purty mascara with the waterworks!”

Rarity looked down at the black makeup smudged on her hoof, inhaled sharply, and resumed her blubbering. Sighing, the janitor reached out for his mop again, wrung it out into a nearby bucket, and set about wiping up the fresh onslaught of tears.

“And it’s Hayseed Turnip Truck, Miss Rarity. We met at the big Ponyville hoedown last month? Ran into you again in Canterlot at the tea shop?” He nudged at the officer with an elbow. “Why, we’re practically best pals by now, hyuck-hyuck-hyuck!”

The officer glanced askance at Hayseed over his sunglasses. “…Sure. Cool.”

“Bumpkin Carrot Wagon?” Rarity sniffled and absentmindedly began running her hooves through her mane. “Can… can you help me?”

Hayseed let the mop clatter to the floor and practically threw himself against the bars. “Why, sure I can, Miss Rarity! Whatever ya need, whatever ya want, you got it!”

“Well,” Rarity replied, still squatting in the center of her miniature pony-made lake, “I’m starting to feel a little chilly in here—can you get me a blanket? It has to be cashmere. It absolutely has to be cashmere, and can you find one that matches my eyes? And I’m now—I suppose I’m a tad peckish now, but I’ve been on the Maretonia Diet and if I eat more than fifteen hundred calories today I’ll have to start all over again, so I’ll have a garden salad with avocado and mushrooms. And… oh dear, I’ll need to reapply my makeup now. I prefer Neighbelline, but I suppose Hayvon will do in a pinch.” She blinked rapidly and her watery eyes ejected a few more tears. “Can you please, please tell somepony all of that for me, Yokel Parsnip Carriage?”

Hayseed whirled around to the officer. “Hey, mister! Rarity’s askin’ fer some kind of blanket made outta cash or somethin’, and a real fancy-pants salad—”

“I heard.” The officer’s other eyelid began twitching instead. “And no.”

Rarity’s lower lip extended and she held her front hooves to her chest. “Whu-whu-what do you mean, no?”

“Sweet Celestia on toast,” the officer swore, feeling an artery in his head inflating to an abnormal size, “If this lady breaks out and I never see her again, it’ll be too soon.”


Spike dared to peek around the corner of the vent, one green eye flicking about rapidly from one end of the room to the other. He could see neither wings nor holes of either changeling. Scrambling to pull forward, the baby dragon’s claws clattered against the duct, and he immediately seized up in shock. But remembering that both Steve and Steve were gone, he breathed a sigh of relief and wiped some sweat off his brow. With another gasp of air, Spike torched a hole in the metal grate that left a hole in the center. He twisted about to face back where he had come from, snatched both Applejack and Rainbow Dash’s saddlebags, and slid out the opening he had just made.

It was only halfway through the drop that Spike realized he probably couldn’t get back up again.

Spike landed on all fours, dropped both of the saddlebags, and whipped around to attempt scaling the wall back. His claws scraped frantically at the concrete and dug little scratches, but weren’t able to dig deep for a proper hold. Sighing, he turned again, snatched the saddlebags with a little irritation, and trod over to the monitors.

He unceremoniously pitched the saddlebags onto the left seat and scrambled up into the right chair, then gave it a spin until he faced the control panel. Up close, Spike thought it was a much more complex piece of electronic equipment, even flashier and strange than the device Twilight had built to calculate Pinkie Pie’s patented premonitions. He craned his neck to look at the monitors themselves and squinted to get a better look. Suddenly he gasped and stood up on the chair. One of the screens was showing a stretch of asphalt outside at an angle. Bordering the edges of the camera’s view was a massive collection of changelings.

“Oh, crud!” he yelled. “What’s going on?!”

He grasped the edge of the control panel and leaned in for a closer look. In the middle were two groups: one composed of four familiar colorful mares, and the other of three changelings and another recognizable gray pony.

“Hey, wait a second…” Spike said aloud to himself, scratching under his chin with a claw. “That’s definitely Rainbow Dash, and that’s gotta be Applejack… and is that Fluttershy and Pinkie Pie? Why are they here? Why isn’t Twilight with them?”

Something white moved on another screen in his peripheral vision. He instinctively glanced over and his jaw dropped. The camera was aimed at a cell with a guard and a janitor outside, but inside was clearly Rarity, bawling and splashing her hooves in a puddle of tears. He slumped back into the chair and clutched the side of his head.

“What… how the… ah, forget it Spike, you can ask questions later! You’ve gotta do something right now!”

The baby dragon looked frantically around at the control panel, looking for anything helpful. He reached for a random switch, held his claw over it for a moment, but pulled back at the last moment. Suddenly, a small pane of glass in the center of the console caught his eye. Spike scrutinized it for a moment. The glass was surrounded by a small border of black and yellow stripes. Above it in red text said “EMERGENCY RELEASE”, and underneath it said “DO NOT BREAK”. He leaned in closer. Underneath the pane was a tiny little button.

“Well, that’s convenient,” Spike quipped.


“Oh my,” Fluttershy muttered under her breath.

A moment of silence had fallen over the gathered changelings and ponies in the exercise yard. Pinkie Pie’s eyes were wild and darting about, waiting to see if anypony else had reached the same epiphany as her. Dash’s toothbrush shiv was dangling at the edge of her mouth as she gaped. Applejack had dropped her face right into her hoof in vexation. The three Steves snuck brief glances at each other, and even ‘Derpy’ had paused in the middle of licking up the tray.

“What… what does that even mean?” the leftmost Steve inquired to nopony in particular.

“You know something?” the changeling on the right said. “I watched her swim in a basket of laundry, but this? This is…”

Applejack looked up. There was a small indent in her cheek from her hoof. “Yup.”

“Well, that was fascinating, but we’ve got a convoluted ambush to wrap up if we’re going to give these ponies over to the Queen.” The center changeling bared its teeth. “And just for that outburst, Pinkie, you’ll be tortured first.”

“Wait a second!” ‘Derpy’ spat out muffin crumbs, wiped away the rest of her lavender paint with the jumpsuit, and shook her mane and tail, leaving behind a purple wig and tail extension clips as she strode over to the changelings. “Chrysalis said nothing about torture! That was not in our deal!” The pegasus jabbed a hoof into the middle Steve’s chest.

“Oh, just shut up.” The changeling slapped away the hoof and stared ‘Derpy’ in the eyes. “We lied. You’re a sucker. Now go back to your tray like a good little filly, or we’ll withhold your muffins and watch you go through withdrawal symptoms for the fun of it.”

‘Derpy’ eyed the tray for a moment, and then looked back to Steve. “You—you’re gonna have to take these ponies… over my dead body.” The squeak had returned to her voice, making the threat a little less intimidating.

The center Steve whistled, and the other two changelings moved in closer. “Are you volunteering? That’s fine by me.”

Suddenly an earsplitting alarm started blaring from every siren inside and outside Manehattan Correctional. The changelings collectively winced as they shouted at each other and shifted about, with some trying to close in on the ponies and others facing the prison. Pinkie Pie took a few steps backward closer to Applejack, who had begun stomping down on one of the chains of Fluttershy’s hoofcuffs to break them. Dash gnawed at her shiv apprehensively and felt something churn in her gut.

“Holy hoof holes, it’s a jailbreak!” shouted another changeling, hurriedly trotting up with a steaming fresh tray of muffins held by levitation. His legs were shaking and the magical field holding the tray flickered on and off.

“Dammit,” the center Steve swore, lighting up his own horn and snatching the muffins from their platter. “How many guards are still inside?” it said, addressing the new changeling.

“I dunno, but they’re all real ponies!” it shouted back. “It’s not looking good!”

“How long can they hold off the riot?”

The left Steve started performing arithmetic by counting his foreleg holes and was about to respond, but the changeling on the right lightly tapped the center one and pointed to ‘Derpy’. The pegasus was ogling the floating muffins as best as she could with her lazy eyes, and there was a small stream of drool dripping from the corner of her mouth.

“Okay, here’s a new deal,” said the middle changeling, grinning and flicking his wings. “You help us make these four ponies suffer, and you’ll get these banana nut muffins. I think that’s a fair trade… wouldn’t you agree?”

The pegasus’ pupils expanded rapidly. She stepped forward, her snout nearly touching one as the muffins were floated before her. ‘Derpy’ gently inhaled.

“Don’t do it!” Rainbow shouted.

Fluttershy trembled. “You… you can’t… we know you can’t!”

The steam rising from the muffins was drawn into the gray mare’s nostrils.

“We don’t wanna fight you, sugarcube!” Applejack said sternly, turning around.

“What’s the point of free muffins if you can’t eat them with friends?!” Pinkie yelled.

Screams and gunshots could now be heard even with the wailing siren. ‘Derpy’ was standing perfectly stock still now, seemingly unaware of anything but the muffins.

The middle changeling turned to the additional, excited one. “Steve, I want you to listen carefully, alright?”

“Sir, my name is Frank, sir!” yelled the additional changeling.

“Whatever! There has to be another pony in the secret guard station that hit the emergency release button! Find them, and stop them!”

Still vibrating with fear, Frank attempted a hurried salute, tapped at his gold watch, and disappeared in a burst of light. As the three remaining changelings in the center of the exercise yard squinted to block out the flash, ‘Derpy’ swung out her right front hoof at the tray, dissipating the magical field holding it in the air. It was swept aside and all the muffins were sent flying. In the same motion, she planted that hoof into the pavement, pivoted on the spot, and kicked out with her back hoof into the middle Steve’s jaw. The changeling reeled and dropped to the floor, spitting up teal blood.

“Oh no!” ‘Derpy’ giggled and her eyes spun in opposite directions as she pogo-bounced in place. “All I wanted was a muffin, but I just don’t know what went wrong!”

The two other changelings rushed to pick the center Steve back up as the circle surrounding the ponies shouted in dismay and shuffled to readjust themselves into a much denser formation. A hoofful of them pushed to the forefront with clear plastic shields. The pair of Steves, unable to get the third off the ground, settled for dragging him off. They were quickly out of sight, hidden by the changeling ring slowly advancing.

Rainbow dropped to the ground in front of Fluttershy and immediately jammed her toothbrush shiv into one of the locks of her hoofcuffs. The tip of the knife was sharp, but not quite thin enough to enter. She jabbed at the key post repeatedly to no avail.

“Rainbow, I know you’re trying your best, but I really don’t think—aah!” Fluttershy looked over at Pinkie Pie, who again was giving a thousand-yard stare.

“Ha-yuh-yuh-yuh-yuh!” The pink mare’s entire body began to vibrate.

“Hey, ain’t that your Pinkie Sense for a doozy?” Applejack shouted, tearing off her prison guard uniform with her teeth. “No offense, but it seems a little late to me!”

“None taken, AJ, you’re right! I mean, we’re being a-a-a-a-a-tttttt-a-a-a-a-cked by changelings, and the author actually updated for once—what gives?!” She exhaled in relief as the jittering subsided.

Dash snorted and gave up on opening the hoofcuffs, instead swiveling around to confront the oncoming changelings. Instinctively, all the ponies backed into each other and faced outward, with the exception of ‘Derpy’, who was now running circles around them and giggling manically. Suddenly, a number of changelings farther behind the front row lifted into the air, gripping shotguns in their teeth.

“Look alive, girls!” she shouted. “Here they come!”


Spike watched the monitors, slack-jawed and wide-eyed. Seconds after he had shattered the glass and tapped the surprisingly accessible emergency release button, the prison had erupted into sheer chaos and mayhem, marked with flashing red lights and a siren. On one screen an unruly mob had dragged a prison guard that had somehow been shackled by her own hoofcuffs to a stall railing out of a bathroom and were forcibly shaving off her mane. Three displays over, some enterprising stallions had managed to develop a small trebuchet from bedposts and were flinging flaming bottles of prison wine down the entire length of a hallway. And on the camera that was showing the exercise yard, ‘Derpy’ had just kicked one of the changelings in the face.

The baby dragon whooped approvingly and looked over to the screen with Rarity. Her cell door had slid aside along with the rest of them. The mare trotted forward confidently and stepped over the threshold. The prison guard in front of her immediately galloped away in a veritable cloud of dust, but the janitorial stallion stayed behind.

Spike glanced at the controls, spotted a thin microphone, and a button underneath it. He pushed it and it lit up green as the microphone crackled to life.

“Rarity?” he said into it. “Rarity, can you hear me? It’s me, Spike!”

A number of ponies on other monitors looked about for a moment and went back to their rioting, but Rarity looked up intently at the ceiling and was clearly shouting something.

“You gotta get out of here! Hold on, I’ll give you directions!”

The baby dragon let go of the button and began rummaging through one of the saddlebags. All of a sudden, a burst of light came from behind Spike, shining bright against the monitor glass.

“Gah!” he shouted, falling off the chair and hitting the concrete, taking both saddlebags with him. He pushed himself up and wildly swung his head about, but all he could see was white.

“Hey, you!” yelled a voice. “Quit touching… that?”

The whiteness began to subside and Spike could see the blurry form of something black, horned, and bug-winged. He yelped and flattened himself against the panel. The baby dragon blindly shook out a pair of the sunglasses and whipped them on. Now that it was dark enough for him to see, he could tell it was definitely a changeling that had appeared in the room. Spike took them off again and rubbed his eyes. The changeling was still there.

“Ah sheesh, this was a waste of time.” The changeling groaned and shifted his wings in annoyance. “I’m gonna get my head bitten off for this—literally.”

Spike squeezed the saddlebag close to his chest. “Stay back, you creepy bug!”

The changeling looked surprised and stood erect. “Hey, that’s not nice! I’m not creepy! I’ve got feelings and a name just like anybuggy else.”

“Anybuggy?”

“Well, I am an insect. I dunno about you, though. You sure don’t look like a pony.”

The changeling took a couple of steps forward and stretched out a hoof. It had a gold wristwatch wrapped around it. Spike drew back and held the bag in front of his face.

“I’m Frank, the changeling. Howya doin’?”

Spike slowly lowered the bag and blinked. The changeling had what he could only assume was a good-natured grin plastered across his face. Holding his breath, Spike reached for the hoof, grasped his claws through one of its holes, and gently shook it.

“…I’m Spike,” he said, voice wavering. “I-I’m a dragon. A baby dragon.”

“Hey, that tickles!” Frank squealed, shaking slightly and giggling.

Spike quickly let go. “Sorry, my bad.”

“Nah, it’s okay! There’s just a lot of nerve endings there. Anyway, it’s nice to meet you, but you’re not who I was expecting to run into.” Frank turned around a few times. “There’s no one else with you in here?”

“…No?” Spike said, questioningly.

Frank sighed. “Yup, that’s what I thought. My boss told me to find and stop any pony in here that hit the emergency release button, y’know? But, well, no ponies up here. And it doesn’t matter, because they’ll chew me out anyway. And they’ll probably chew me up, too.”

The changeling sat on the empty chair heavily. Spike pushed aside the bag on the other chair and scrambled up. Frank began spinning the seat in circles morosely, as if he was trying to cheer himself up but wasn’t enjoying it.

“Well, how come?” Spike was still a tad wary of the changeling, but the fact that one was making casual conversation with him instead of being threatening and malicious was too intriguing.

“Ah, I dunno, Spike. That’s how it always works out with changelings, I guess. For starters, they really don’t like my name. I mean, I just wanna be me, but noooooooooooooooo, ‘Steve’ is what’s proper for a changeling!”

Spike gave it some thought. “What… what’s bad about Steve?” he finally said at length.

“Everybuggy is named Steve, man!” The changeling stopped spinning and leaned way back in the chair. “It’s like, so unoriginal, you know? But we’ve gotta be a swarm as one or whatever.”

“Even girl changelings are named Steve?”

“Nah, there’s no girl changelings. Queen Chrysalis doesn’t like competition.” Frank stuck out his tongue in displeasure. “And yeah, even my own mom calls me ‘Steve.’ I wish she’d support my choice.”

“So wait…” The baby dragon scratched behind one of his head spikes. “The Queen’s your mom? And what does your name have to do with being yelled at later for this, or whatever?”

Frank sighed. “Yup, she’s everybuggy’s mom. And boss, too. So it’s like… a good changeling’s gotta do what the Queen says, and do it right, you know? Like I said, it’s not my fault there’s no ponies up here, but I know she won’t hear me out. There’s no excuse for a drone that she thinks is a buck-up, and being, like, an individual? I’m gonna get squashed.”

The baby dragon raised a claw and was about to respond, but he slowly lowered it again. He wasn’t entirely sure what to say. Seeing as how the topic was becoming incredibly awkward and personal, he thought it best to change the subject.

“So what’re you going to do now, Frank?” he inquired.

Frank leaned back in the chair and kicked his hooves up onto the console. “Ehhh, I dunno. I’d kill some time and go get a snack first. But I spent my last bits earlier, and payday is next week.” He rested his head back in his front hooves. “I really don’t wanna report in on this yet.”

Spike froze. “...You’re not… h-h-h-hungry, are you?” He remembered that changelings survived by eating love. He also wanted no part of that.

“What? Nah, not really. I just like snacks, you know? Can’t actually digest them, but dude, I love those ‘Xtreemly Fiery’ chips they sell in the first floor break room.”

The baby dragon thought for a second and looked down at his stomach. It rumbled slightly. “You know, I could use a bite.”

Frank floundered in his seat. “Aw, don’t remind me, man! I ain’t got a red bit to my name!”

Spike fished a claw about in the saddlebag he was clutching. He felt a few metallic things clinking about in a small inner pocket and pulled them out.

“…Is this enough?” Spike opened his claws, showing four bits.

The changeling uninterestedly looked over, and then recognizing what Spike was holding, suddenly gasped. “Yeah dude, that should do it!”

“Well, okay. But, uh… how do we get out of here?”

“Oh yeah.” Frank hopped out of his chair and stood in front of Spike as it fiddled with his watch. “Well… I don’t know if it’ll work, but try climbing onto my back.”

The baby dragon felt his heart skip a beat as he eyed Frank’s neck spines, his translucent insectoid wings, and the strange slick blue thing covering his back. Spike began trying to think of the politest possible way to say “never in a million years.”

“Uh… never in a million years?” Spike said, less like he was sure of himself and more like he was asking Frank if that was a rejection that would fly.

“Well, of course not in a million years!” Frank trotted in place. “I wanna get a snack nooow!”

Ever so slowly, Spike grabbed the straps of both saddlebags and stood up. Frank was grinning and holding very still. The baby dragon gently laid the saddlebags over the changeling’s back first, and then swung a leg over. He sat down, eyes closed and wincing.

“S-s-so, uh, what do I hold on to—”

Before Spike could finish his sentence, Frank pressed his watch.


“Buck this!” Rainbow said, snorting. “We’re getting outta here!”

As three of the changelings eagerly dive-bombed at the pack of ponies, Rainbow kicked off the ground and swung out, twisting her neck to slash the shiv downward. She felt it carve effortlessly through a wing and heard the changeling scream as it crashed at the edge of the horde. Dash kept going, heading straight upward for the fencing above the exercise yard. The other two changelings did not fare much better. Applejack wound up a back leg and thrust it into the one’s chest to send it flying again, while ‘Derpy’ gave the other a headbutt in the muzzle.

Rainbow reached the top and began to saw her shiv straight into the chainlinks. Suddenly she heard Applejack shout something, and she looked down to see three barrels pointed her way. Dash tucked in her wings and dropped away just in time as the changelings fired the rounds.

“Hee-hee, not bad!” giggled ‘Derpy’, watching the changeling she had just hit snort out teal blood and shake its head. “I thought you two only knew how to give loving hugs to each other!” She shoved the changeling back into the front row of the crowd, which staggered under its weight and swallowed it up.

Rainbow landed again back on the ground. “Looks like they’re not gonna let us out that easily, girls. And nothing happened, alright?”

“That was a whole lot of nothing, wasn’t it?” ‘Derpy’ rolled her eyes about in figure-eight loops. “Uh-oh!”

Two more changelings dove out from the other side, piled immediately on top of Fluttershy, and forced her to the pavement under their weight. Screeching, the real Pinkie Pie tackled one and rolled it off the yellow pegasus, whose squeals of pain were muffled by the impostor Applejack as she struggled to pull away. Pinkie went for the other next and battered it off. The first started to stand back up, but ‘Derpy’ had a hoof on its throat before it had the chance. It flailed and made strangled noises to no avail.

“You okay-dokay-lokay, Fluttershy?” Pinkie gave Fluttershy’s second attacker a swift backhoof to the jaw. It lolled with its tongue hanging out and she tossed it aside.

Fluttershy was struggling to her hooves and wiping some of the dirt from her face. “I’ll… I’ll be fine—but what are we going to do now?”

The tight formation the ponies had arranged themselves in had now been forcefully widened. Seizing the opportunity, some changelings took to the air above them, and even more jumped into the opened circle, pushing past the ones carrying riot shields.

“I wish Spike had actually told us about, you know, how we’d escape!” Dash jabbed out with her shiv at another changeling trying to close in, forcing it to jump back. “I mean, it probably would’ve been helpful!”

“What about you, ‘Derpy’? You know somethin’ about this?” Applejack ducked and whipped her tail at two changelings coming at her from either side, striking them to the pavement.

‘Derpy’ took her hoof off the changeling, who had ceased gurgling and struggling entirely. “I have no idea what’s going on! Whoo!”

Suddenly, Pinkie Pie wheeled out her famous party cannon from absolutely nowhere and gave it a swift kick, tilting it upward. With a sound not unlike a party horn, the entire neck contracted and expanded again, shooting confetti and streamers at the changelings hovering above them, and it rolled back slightly from the blast. Most of the flying bugs swooped out of harm’s way, but two screamed and retreated, their hard carapaces gashed with the worst paper cuts imaginable.

“You know what’s really weird about this fight scene? Why aren’t these changelings transforming to confuse us?” Pinkie scratched underneath her chin as she thought aloud. “It’s kind of their thing!”

“Pinkie Pie, what I wanna know is where in Equestria you got your dang party cannon from!” Applejack exclaimed, wrestling against another changeling leg-to-leg.

“Well, that kinda has the same answer, doesn’t it?” Pinkie started pacing in circles, narrowly but not purposefully avoiding a changeling attempting to tackle her. “This fracas has to be different from ‘A Canterlot Wedding, Part Two’, because otherwise the readers would be bored, right? But the party cannon’s here because it’s more important that I’m in character then the changelings be in character.”

Pinkie whacked the cannon again and it fired off another blast as it rolled closer to Fluttershy, who squeaked slightly and hopped back into three changelings creeping up behind her. Two were whipped in the face by her hoofcuff chains as she instinctively brought her forelegs up in protection. The third was hit by the falling victim of the party cannon.

“I don’t care if they look like us or not, I’m still scared!” Fluttershy admitted. “Did Twilight know about any of this?”

Rainbow Dash skidded to the side as a changeling with a riot shield attempted to bash her with it. The pegasus jabbed the shiv into its neck as it passed by, and it screeched as it stumbled, dropping the shield to grab at its gash in vain.

“Yeah, she knew everything, Fluttershy. ‘Derpy’ said she didn’t tell us to protect us, or some lame excuse like that. But I guess she could tell just about everypony else!”

Dash made a point of giving 'Derpy' a dark look, who crouched and swept out with her leg at a changeling in a full-tilt run, tripping it over. The gray mare snatched a fallen and mashed muffin, and crammed it forcibly into the changeling’s mouth before stomping on the back of its head.

“Woah-uh-uh-uh-uh-uh!” Pinkie shouted, using her sudden bout of wild shaking to bounce over to ‘Derpy'. “What’s the ma-a-a-a-a-tter with you?”

“Sugarcube, she’s right! You’ve been taking this too far!” Applejack shoved aside the changeling she had been fighting and cantered over.

‘Derpy’ wiped her hoof on the changeling’s wing, smearing it with muffin crumbs and teal blood. “Oh? I’m sorry, I didn’t know any better.” Her lower lip drooped. “The next time I’m forced to betray good ponies and I’m taken advantage of, I’ll just lighten up! I promise!” The pegasi’s voice was still bubbly and sweet, but it was also slightly shaky.

Fluttershy hobbled over as best as she could. “We know you must feel terrible about all that’s happened to everypony, and we’re grateful you’re helping us now—”

Another changeling struck at Dash, and she pinned its leg by thrusting her shiv through a small hoof hole and into a crack in the pavement. “Speak for yourself, Fluttershy! We’re in this mess because of her, and I’m not buying her act a second time!”

The ponies had now drawn closer together again, and the changelings reacted by packing in even tighter. Pinkie swung the cannon down to fire it at the edge of the horde, but her aim was thrown off by another bout of uncontrollable vibrating, and the strips of confetti were blocked by riot shields. Dash gave another experimental stab with her shiv at Fluttershy’s hoofcuffs, yet the blade just struck off. A changeling breaking away from the line stormed their formation, only to be met with both of Applejack’s back hooves to the face and horn. But ‘Derpy’ just stared at her watch with one eye, and with the other looked at a crushed muffin.

“Hey, seeing as how you know so much,” Dash said, grinding her teeth into the knife, “where the hay is Twilight, anyway?”

“I don’t know. I really don’t know, Rainbow Dash.”

Rainbow snorted. “Oh, I’m suuure. You’ve been a big help, you know?”

“Girls, this isn’t going to solve anything!” Fluttershy looked like she was on the verge of tears.

“You know what fixes problems? Violent rampages across entire cities!” ‘Derpy’ did her little tail-chasing spin. “Somepony here knows a thing or two about that!”

Three more changelings dove for them at once. Fluttershy leapt out of the way as Pinkie Pie caught them in point-blank range with her cannon. Dash and ‘Derpy’ were no longer focusing on the fight, staring each other down nose-to-nose while Applejack tried to push them both apart. Rainbow looked significantly angrier, but only because ‘Derpy’ was having difficulty directing her eyes.

“Okay, sure, I didn’t get anything done, but I’ve been loyal since they marched right into Ponyville and dragged Twilight to jail! And that’s way more than you can say, sister!”

“Oh, you think Twilight’s actually here? Ha!” ‘Derpy’ snickered. “I electrocuted myself with a thundercloud once, and even that isn’t as dumb!”

“You do know where she is, you lying sack of horseapples!” screamed Rainbow. “I’m giving you to the count of three before I pop the bubbles on your flanks!”

Applejack shoved even harder, grunting as she tried to separate the two mares. Around them the changelings actually stopped moving, choosing instead to watch the situation unfold. They nudged each other and pointed, laughing derisively and mocking Rainbow and ‘Derpy’ by repeating their statements in a sing-song fashion. Fluttershy and Pinkie ran to Applejack’s side to help her, and they finally made a space between both of the ponies, who finally quit pushing to get at each other.

‘Derpy’ focused her eyes forward, even though it was clearly taking a significant amount of effort. “I sure know she’s not here, and guess what, I don’t have to be here either. I’ve done what Shining Armor asked me, and I held up my end of the Queen’s deal.” Her voice had become even and strained, and she whipped her tail about, clearly in an irritated and incensed way. “Far as I’m concerned, I’m done.”

‘Derpy’ tapped her watch and the blinding light that erupted from it made all the ponies and the closest changelings wince or cover their eyes. The pegasi snorted and gave her surroundings one more look, allowing each eye to rotate individually again.

“Good luck. You’re all gonna need it.”

And as the light faded out, the gray mare was gone.

“Great! Run!” Dash stomped her hooves angrily. “Who needs ya anyway?”

“Rainbow, you hurt her feelings!” Fluttershy said, choking back a sob.

The other pegasus scoffed. “Oh, I’m sure I did, Fluttershy. I’m sure she wasn’t just acting again and that she’s seriously like upset or whatever. What if that was just some new part of these changelings’ crazy scheme, huh?”

“Well, one thing’s for sure,” Applejack said sternly, “that watch let her cut and run, and we sure could’ve used that. Now unless Spike can show us how we’re making our break, we’re bucked. Thanks.”

“Good luck!” squealed a high pitched voice. “You’re gonna need it—ooh, muffins! Yaaaay!”

One of the changelings at the edge had transformed into a living caricature of ‘Derpy’, with a tongue hanging out, both eyes bugging out in a cartoonish way, and dancing a jig. The changelings in the immediate vicinity burst into raucous laughter, pointing and leaning against each other for support. They guffawed even harder when the fake ‘Derpy’ tripped over its own hooves into a pratfall.

The changeling didn’t last long. Dash was there in the blink of an eye to stab it up through the jaw and into the head. It quivered and foamed at the mouth while the others around suddenly ceased their cackling. One of them threw a punch that landed square in Rainbow’s muzzle and the fight exploded again with ferocity. Dash stumbled back to the group of ponies, who were each immediately caught in their own little battles, and avoided all eye contact with them as they glanced over.

Pinkie raised a hoof. “Well, that’s gotta be the do-o-o-o-zy! Wait. Nope. Still a-comin’.”


“Spike!” Rarity shouted for the fifth time. “Spike, can you hear me?!” The unicorn waited for a few more seconds, but there was no response.

“Who’s Spike? Do ya know him?” Hayseed breathed.

Rarity nodded before putting a hoof to her chin and thinking silently. The prisoners from other cells were also entering the hallway, some very confident and high-hoofing each other and others suspiciously peering around corners.

“It looks like I’m going to have to make my own way out of this place. I do hope nothing terrible has happened to Spikey-wikey.”

“Gosh, Miss Rarity, I-I-I don’t know if that’s a good idea!” Hayseed dropped the mop and moved closer to the wall.

“Nonsense!” Rarity said, dismissing the thought with a hoof wave. “I have been detained against my will without due process of law, and I’ve been separated from my friends. I can only hope that leaving posthaste will lead me back to them. Besides, the ruffian that struck me has left a lump on my cranium, and I’m longing to give them the same in return.”

“But this ain’t noplace for a lady, Miss Rarity! You were just cryin’ a river a second ago—”

Rarity’s eyes narrowed. “Hayseed, please stop talking.”

Hayseed abruptly did so.

“I truly wish I wasn’t able to say this, but this is not the first time I’ve been locked away. The last time that occurred, I was able to demoralize my captors with an assortment of annoyance and wailing until they simply gave up. I admit that the results were fun,” Rarity said, tittering slightly, “but I can’t say I recommend it. The point is, I’m not going to apologize for being dramatic, but I am sorry if I annoyed and worried you.”

The unicorn trotted off down the hallway, and Hayseed followed close behind. Hayseed shied away from a group of prisoners sitting around the remains of a shattered toilet and fashioning knives from the ceramic, but Rarity walked directly through them. Nopony batted an eyelash.

“Wait just a cotton-pickin’ minute, does that mean you worked all this out yourself?” Hayseed said reverently, and his eyes widened. “You’ve gotta be some kinda genius!”

Rarity frowned. “Thank you, Hayseed, but I absolutely had no idea this would happen. Honestly, it really shouldn’t surprise me at all anymore. I’ve had too many unexpected events occur lately to ignore as mere coincidence.”

The ponies had paused at an intersection while a veritable horde of prisoners charged from the right to the left, stumbling over each other and screaming like wild beasts while others sped through the air like winged bullets. Hayseed looked back down the hallway they had been walking in. Directly behind them was another mass of inmates waiting very impatiently and seething with rage, much like the passing crowd. He twitched and turned around again to inform the mare, but Rarity was thinking and tapping a hoof.

“Um, Miss Rarity, we should probably, y’know, mosey on outta here,” Hayseed said anxiously.

“Hmmm. Well, which way should we go?”

The thin stallion adjusted his hat and pointed each direction in turn. “Well, I reckon we take a right and pass through the library, seeing as the stairs are that way!”

Rarity turned to Hayseed and grinned. “Manehattan Correctional has a library?”

“N-n-now’s not the time to check out a book! We’re caught in the middle of—”

“Hush darling, I’m not going there to read. But there’s a very good chance that a close friend of mine will be doing just that. Now are you coming along, or not?”

Once the pack crossing in front of them subsided, Rarity and Hayseed rounded the corner. The mob that had been behind the pair howled as they stampeded off and away to somewhere else. This was a very short hallway with a set of double doors at the end.

Hayseed scratched the back of his head. “So what kinda stuff comin’ out of the blue do ya mean? Sounds like you’ve had a rough day.”

“Well, the last thing I remember was being on board a train to Manehattan with a few of my friends; Applejack, Fluttershy, and Pinkie Pie. I left my seat to go to the bathroom and reapply my eyeliner. It’s quite a hassle, especially when the facilities are in the last car and every bump and sway of the train means you keep having to pause, but I digress.”

Hayseed pushed one the double doors open for Rarity. She strode through and then Hayseed followed much slower and cautiously. They were now inside what looked like the remnants of a small library. A few wooden tables and chairs that had once been placed neatly were now upturned. The shredded pages of books carpeted the carpet and the spines were heaped into mounds. The right wall had wide windows, or rather, had had wide windows until they had been shattered. Most prisoners were tossing tomes off the shelves recklessly and hurling them at the walls, but one group sat in the corner rolling something up in the leftover sheets. Another set of double doors were at the far end.

“So I ended up with this smudge down my face and I was on the verge of soaking my head in the sink and being done with it when a hoof passed me a washcloth. I grabbed it, thanked them, and started wiping up the smudge. But then I thought to myself—how could that even be slightly possible?”

One pony carried a stack of books on his back to the group in the corner, which hooted with glee, snatched them up, and flung them with gusto. The air was thick with them in seconds. Hayseed whipped an arm in front of his face to block a few, but Rarity neatly sidestepped all incoming airborne tomes one at a time.

“If you’ve ever been in a train’s restroom, it’s meant for just one pony at a time. So I looked over, the same hoof from before struck me... and then I woke up in that cell. I vaguely recall that the pony was all black, but that’s not exactly helpful.”

The unicorn paused in the middle of the room, lost in thought. An errantly lobbed chair flew a hair’s breadth from Rarity and crashed, splintering into fragments and demolishing an already fragile-looking table. Hayseed dove for a paper pile and buried himself inside.

“Well then,” she said, moving a hoof off a mangled book, “Twilight’s not in here. I’m certain we would hear her reaction to this… this meaningless literature destruction.”

Hayseed gasped, extricating himself from the paper. “Twilight Sparkle? The mare they locked up for treason against Princess Celestia?! Miss Rarity, it ain’t like you to mix with a dangerous criminal!”

“Hayseed, darling, not only is Twilight Sparkle very near and dear to me, but I’m of the belief that there’s no possible way she could have done anything. And now that I’m completely out of ideas, barring the impossible task of searching this entire prison from top to bottom, we seem to be back where we started from.”

Rarity purposefully trod to the far exit and stood there for a moment, waiting for her horn to spark up. She made an involuntary grunting noise of frustration, opened them by hoof, and hastily strode ahead, so fast that Hayseed had to run to catch up with her.

The hallway was lined with more cells up to a T-shaped intersection, but not a single prisoner or officer was in sight. It had been thoroughly trashed and completely deserted. The wreckage of beds, pieces of hoofcuffs, and shreds of both jumpsuit and police uniforms were strewn across the floor. Hayseed pointed directly ahead to a door hanging off its hinges. A small placard beside it read “STAIRS.”

Rarity broke into a canter. The unicorn briefly stopped on the landing to look about and count the flights—she was on the fourth floor. Blowing an errant curl of hair from her face, she turned left on the landing and began hastily descending, followed by a slightly slower Hayseed. The metal grating of the stairs clattered with every step. Soon Rarity reached the bottom and waited a moment for Hayseed to catch up again. Once he had touched the bottom step, panting and gasping for air, the unicorn strode for the exit door and gave the handle an experimental pull. Realizing that it was turning, she flung the door wide open.

The lobby on the first floor had a number of chairs, tables, and a couple of soda machines that were all scattered and broken. A massive set of double doors to the left were being blockaded by police officers wielding batons in mouth, in a shoving match against a massive pack of prisoners similarly carrying roughly hewn blades. From the far right more escapees streamed into the room from a hallway, but guards kept entering from doors alongside the passage and holding them off in one-on-one clashes. In the center atop a soda machine lying on its side was a cocoa-coated unicorn stallion with a white Mohawk and a tattoo of Rainbow Dash on a front leg, and he had a graying cop in a headlock to whack him with an icepack. Standing next to him was a tubby earth pony with a vast purple beard, gripping a table leg in mouth, swinging out at a throng of guards trying to clamber up and drag them down.

“Well, that’s just too dangerous for me and you, Miss Rarity,” Hayseed whispered. “Let’s get outta here before they take a gander at us, okay then?”

“Excuse me?” Rarity shouted, managing to raise her voice above the chaos. “Excuse me? May I have your attention?”

Nothing happened. Nopony paid her any attention. The purple bearded stallion swung his table leg and sent an officer flying to the other end of the room. Rarity fumed and stamped her hoof down.

“Cease this roughhousing IMMEDIATELY!”

Hayseed held as still as a statue and entirely stopped breathing as one by one, each of the fighting ponies paused mid-swing or quit stabbing and turned about to look. Even the few officers entering from the side doors had frozen in place. In the calm moment, the unfortunate officer in the headlock slipped away and collapsed behind the soda machine. Outside the faint sounds of more screaming and bedlam could be heard. The mare ran a hoof through her mane and blinked rapidly. She now had their full and complete attention.

“That is much, much better. Thank you. Now then, I need to leave the premises of Manehattan Correctional, and I need to do it as soon as equine-ally possible. I can assume this is the exit? ”

The unicorn on the soda machine nodded slowly. “You… you got it, ma’am.”

“Good, very good! Now… hold on a moment, is that…?”

Rarity galloped over, leaving a paling Hayseed behind to stand with his knees wobbling, pushing aside beleaguered escapees and battered officers alike. She stopped right at the vending machine and closely examined the stallion’s inked arm.

“…I’m sorry, but your Rainbow Dash tattoo is magnificent! I’d never get one myself,” she commented, “but I just had to express my approval! However did you get that?”

The male unicorn laughed nonchalantly. “Oh, this? Yeah, ponies have been asking me about it all day. It sounds crazy, but dude, she was here!”

Rarity raised an eyebrow at ‘dude’, and she automatically lifted it even higher at ‘here’. “We are talking about the same Rainbow Dash, yes? As in, blue pegasus with a mane and tail that by all accounts should have taken her hours to dye?”

“Can we start fighting again?” a voice yelled from the back.

“No noise, if you please!” Rarity shouted. “We’re trying to have a conversation!” She coughed politely. “Anyway, would she still be in the vicinity?”

The wide stallion chimed in. “It’sh poshible,” he said, with the table leg still in his mouth. “She wash breaking two maresh out of a shell when we met her.”

“Two ponies? Not one?” Rarity asked herself. “I suppose I can add that to my growing list of questions. Now then, I don’t intend on staying here a moment longer, so if you could all excuse me and my friend for a moment, we’ll be on our way.”

“Hold it!” An officer next to her turned about and lifted a hoof. “We can’t let you do that.”

Rarity blinked. “But why?”

“Well, can’t you see we’re in the middle of a fight?” the officer blustered.

“That’s no excuse at all, sir. Why does that have to prevent me from leaving?”

“But… but…” The officer hesitated, trying to find the right words. “We’re fighting to stop you and these other prisoners from escaping!”

Rarity shook her head. “No, you’re fighting these prisoners. My companion and I,” she said, motioning a hoof to Hayseed, who squeaked and became even more ashen, “have not been involved in your skirmish. I propose that while we make our way outside, you and your fellow guards continue to stop these prisoners from leaving, thus fulfilling your obligations and allowing us to carry out our own. It’s a win-win compromise, if I do say so myself.” She added some eyelash fluttering for good measure.

“Well, I suppose that you’re not wrong,” the officer said, scratching his head.

“Splendid!” Rarity trotted back over to Hayseed. “On the count of three, you may resume your barbaric scuffling. One, two, three!”

Shrugging and grunting noncommittally, both prisoners and police alike started throwing half-hearted punches. Rarity smiled satisfactorily, lightly stepped over to the door, and waited for the line of officers to move aside. They shuffled to part for her and watched quizzically as she turned around to Hayseed and motioned for him to follow. The lanky stallion took slow wobbling steps to get there.

“Now then, I’m going to need you to handle the lock on this door.”

“Um, Miss Rarity, I’m not comfortable with tampering with government property —”

“Pleeeeease?” Rarity’s eyes were wide and sparkling.

Sighing, Hayseed extracted a screwdriver from under his hat and slipped it into his mouth. He then inserted the screwdriver into one of the bolts holding the door handle in place and began to crank his neck. All present in the room were now observing his progress with even greater interest. By the time he had removed the handle, they were barely taking any swings at each other at all.


The two changelings and their superior that they had dragged away stood a small distance from the back of the horde, directly in front of the door to Manehattan Correctional. The center changeling wiped a stream of blood from its lip and hissed menacingly.

“That damn nag hit me and ran with our motherbucking watch! She signed a rental agreement on that thing!”

While the three changelings couldn’t see many details of the fight from their viewpoint, they had been able to make some educated guesses. They overheard the shouting match between Dash and ‘Derpy’, mentally connected the flash of light to her having teleporting away, and watched the party cannon lacerate changelings left and right.

“That’s it. I’m not going to bother taking them alive anymore.” The center changeling spat up another teal blob and sneered.

“But we have to!” the Steve on the right exclaimed. “If we just keep at it, we can tire them out, round them up, and present them to the Queen—”

“It’s not working, Steve! This is where they planned to escape from, and it’s just a matter of time before they slip away! Orders or no orders, we’re delivering these ponies as corpses to Chrys—”

The doors slammed open, sweeping the left and right changelings aside and whacked the middle one in the back of the head, knocking them all out flat and cold as Rarity marched outside, followed closely behind by Hayseed.

“Did we hit something? Hayseed, I feel like we just hit something.”

Hayseed gibbered inaudibly and incoherently.

“You’ll have to speak up, darling, I can’t hear…”

Rarity also stopped talking and gawked slack-jawed at the exercise yard, filled from one end to the next with changelings, packing and shoving closer to the center. Behind her, all of the escapees and police had entirely abandoned their fight, opting instead to slowly step over and watch. They stood side by side, equally confused.

“Changelings?!” Rarity finally blurted out. “Wha… what?”

Suddenly a changeling somewhere in the center of the horde was flung vertically. It was chased by a multi-colored streak that easily caught up and slammed into it. The changeling was sent back down again, and even at a distance the teal blood could be seen spurting. For a brief moment Rainbow Dash hung in the air with a single flap of her wings, pink toothbrush shiv dripping with gore, and then she dove as multiple shotguns fired, punctuated by all of the gathered prisoners whooping and hollering.

“Did you see that? Did you all SEE THAT?!” the tattooed stallion screamed, pointing and trotting in place. “That’s my knife! You guys, she’s using my knife!”


The control room, its chairs, and its monitors all flashed away in the blink of an eye. Spike jolted upright, feeling a tingling sensation from his tail and shifting up through his spine. And as quickly as that feeling passed, the white light dissolved away. Frank and Spike were now in a much better lit room that resembled the rest of Manehattan Correctional. It was roughly the size of a cell, but it had a door to the left and the right, a cheap backless plastic bench along the back, a trash can next to that, and a snack vending machine directly before them. Spike also noticed that this room had been left untouched and unmarred, which was strange considering the rioting he had watched on the monitors.

“Oh man, oh man, oh man!” Frank drooled, pointing to an orange bag in one of the center rows. “It’s that one! You’re gonna love it, I promise.”

Spike dropped all four of the bits in the coin slot, hit a few buttons on the panel to make his selection, and the machine pushed the snack bags forward ever so slowly. The moment they dropped out of sight from the row, Frank bent his neck down, pushed the little door open with his muzzle, and pulled them from the trough behind. The changeling wandered leisurely to the bench and allowed Spike to slide off before plopping down next to him and passing the baby dragon his chips and both saddlebags.

Frank tore open his bag with a fang, sparked up his horn, and tilted the bag over, letting some of the chips fall into his mouth. “Mmmmm.”

After stashing the saddlebags underneath the bench, Spike slashed open his chips with a claw, picked out just one chip, and nibbled experimentally at the corner. He smiled.

“Hey, that’s pretty good. ‘Xtreemly Fiery’ flavor, huh?”

The baby dragon ate the rest of the chip in one bite, and then grabbed a clawful.

It wasn’t long before the pair polished off their chips and chucked the bags in the trash. They stayed comfortably and quietly on the bench for a few moments. Spike could hear muted yelling and shouting from the door to their left, but neither he nor Frank paid it any attention.

“Hey, thanks again,” the changeling said quietly. “I really appreciate it.”

“No prob, Frank. It wasn’t even my bits in the first place.”

“Heh. Heh! Heh-heh-heh-heh-heh!” The changeling began to snicker loudly and he wiped a few tears from his eyes with a hoof.

“What?” asked Spike, completely clueless, but feeling the laughter’s infectiousness. “That—he-he-he—I wasn’t trying to be funny!”

Frank smiled and took a deep breath. “Ah, never mind. Hey, hold out your claws, dude.”

Spike raised an eyebrow, but brought both of his hands out and cupped them. “Like this?”

The changeling nodded, then shook his hoof with the watch wrapped around it over Spike’s claws until it slid off. It landed with a slight clinking noise. It was surprisingly heavy, had a flat threaded crown ostensibly for winding, and a curved clasp to lock the strap in place. Spike was about to say something, but Frank shook his head, clearly not about to take ‘no’ for an answer.

“You’ve been pretty cool. Nobuggy calls me Frank around here. And they’re already gonna yell at me for not having, you know, stopped any ponies. They’ll just give me another one, I’m sure. ”

Frank stood up and grinned. “Well, I made a couple bets, so Steve owes me twenty bits, and I owe Steve twenty bits. Catch ya later, Spike!”

Before the baby dragon could fully process what had just happened, the changeling trotted to the right and exited the room. The door swung closed with a click. A few moments later, he heard somepony outside scream and hysterically blather something about changelings, followed by Frank loudly whispering apologies and pleading the pony to stop, and then the sound of hooves galloping away.

Spike suddenly jerked out of his stupor. He took the saddlebags from under the bench, placed the watch into an inner pocket, and felt around for the blueprints. Once he had retrieved them, he quickly scanned through them, flipping between pages until he found the room he was in.

“If I’m here… then the yard’s that way!” he said aloud, looking at the left door.

Awkwardly hefting the saddlebags over his back, Spike walked to the door, stopped beside it, and cracked the door very slightly. He couldn’t see anypony outside, but he was definitely able to hear the shouting much better. With a deep breath, he pushed it all the way open and walked through.

He was now in a gray concrete loading dock with various vehicles scattered around it. The door he had come from was partially hidden by a row of crates. To the left was the remains of a destroyed industrial elevator, and the wide open exit was to the right, which he immediately ran for. Outside he could see a dirt path, the metal fencing, and the gargantuan outer wall even farther past that; Spike easily recognized that it was the ring around the center of Manehattan. The sounds of fighting swelled even greater than before.

As the baby dragon passed under the garage door and into the light of day, he skidded to a stop, driving up a small cloud of dust.

“Whoa.”

The view beyond the gate into the exercise yard was one of utter chaos. Orange-suited prisoners alongside the uniformed officers and black changelings shoved and kicked at each other. The changelings with shields were hastily trying to regroup, but as one would block a rioter’s knife, another would tackle them from outside their line of sight. Pegasi swerved in wide arcs to dodge both shotgun blasts, and changelings and ponies alike being forcibly sent flying into the fencing. The baby dragon suddenly saw a cloud of confetti soar skyward from dead center in the melee, and he focused his attention there.

They were only visible for mere seconds at a time through the battling throng, but Spike could see the ponies he knew. Pinkie Pie, of course, was picking targets with her party cannon and dropping them from the air. The few that managed to survive were flogged by Fluttershy with her chains, though she squealed and looked away every time. Rainbow Dash whirled in tight circles, shiv gripped tight in her teeth, a self-propelled equine buzzsaw that no changeling could touch. The majority of her fatalities were provided by Applejack, who was bucking them directly into her path. And galloping directly through the mayhem in an attempt to reach them was Rarity, who had also somehow managed to keep her mane in perfect and pristine condition.

The baby dragon inhaled deep, jogged right to the gate, and blew a fireball directly into it, melting a huge hole in the wire. He scrambled through the gap and burst little jets, forcing changelings to dive aside out of the way. Something made a mammoth roaring noise, but Spike ignored it, running straight for the fighting mares. As he broke the edge of the line, an orange hoof came from his peripheral vision and stopped short of his face. He stumbled back in shock, but was suddenly grabbed by it and dragged into the center space where the ponies were holding their ground.

“What the hay have you been doin’ all this time, sugarcube?” Applejack admonished, giving Spike a quick hug but glaring at him. “We’ve been stuck between a rock and a hard place down here!”

“Girls!” Rarity shouted, shoving aside a changeling and entering the cleared area. “For the love of Celestia, can anypony tell me—Spike! Where were you? What happened?”

Rainbow Dash skidded to a halt, shook her head to clear some of the dizziness, and darted over. “Hey Spike, are you gonna tell us how we’re escaping now?”

Fluttershy moved in closer, her chains clinking. “Oh my goodness, what about Twilight Sparkle! Spike, do you know where she is?”

“This is so exci-i-i-i-i-ting-g-g-g!” Pinkie Pie screeched, undergoing another fit of full-body shakes. “The doozy’s coming! The do-o-o-o-o-zy-y-y-y-yuh-yuh-yuh-yuh-yuh-yuh-yuh-!”

The rumbling increased in volume, and it was now clearly coming from behind the closest section of Manehattan’s outer wall. Spike and the five mares turned to look, just in time to see the purple hot air balloon flying over it, enveloped in a translucent purple bubble of magic. Little ripples appeared on the surface as gunshots rang out from the wall’s guard towers. It was also moving much faster than it had ever done before, bypassing the border unscathed and still rising. The mares and the baby dragon could now see it had two occupants inside the passenger basket: Shining Armor and Princess Cadance, horns alight, clearly casting the shield. But the most incredible detail was the flame. Standing on the balloon’s burners was a cream-coated and red-eyed Twilight Sparkle, propelling the balloon forward with her blazing mane and tail.

Spike grinned at Applejack and Rainbow, whose eyes were just pinpricks. “I told you we have a way out. And all this time you thought I was just full of hot air.”