• 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!

  • ...
4
 47
 1,629

6 - The Noise and the Neon

Twilight Sparkle was lying on her back. She had been in the dead center of the green, translucent cube for what felt like forever. Simultaneously, her solitude was a welcome reprieve from the eternity she had just spent listening to the maniacal laughter of Queen Chrysalis. The cackling had been pronounced by the changeling bouncing about the room in mean-spirited mirth as the surveillance footage of Rainbow Dash’s rampage looped repeatedly, and the torment only ended when both of them had become bored and indifferent. The unicorn was entirely unsure which situation she preferred to endure.

Her mind had been strangely blank afterwards. The first mental process that Twilight was able to make was tackling why she felt this way, or rather, why she didn’t feel at all. The mare eventually came to the conclusion that her vacant, thoughtless state was a byproduct of shock, but couldn’t bring herself to mentally tackle the underlying reason. Instead, she took to counting the cobblestones.

Twilight was on her third round of calculations.

“Seven thousand, five hundred and ninety-two,” she said, staring at a corner of the ceiling. That meant it was time to roll over and count the cobblestones on the floor. With much more effort than it should have required, she rolled slightly back and forth like a turtle on its shell, and eventually flipped onto her stomach. A low, bored groan emanated from her reflexively.

“Seven thousand, five hundred and ninety-three,” she continued. The unicorn briefly wished she could look out the iron-barred window, or bare minimum, multiply the number of cobblestones on one wall by six to get the total with much less effort. But this was killing time. Twilight Sparkle was certain she had all the time in the world.


“Well,” said Derpy, with an eye fixed on Spike and the other avoiding Rainbow and Applejack altogether, “that happened.”

“Nothing happened,” growled the blue pegasus, low and deliberate. “Nothing happened at all.” She was still lying parallel on top of AJ, who had frozen in place like a paranoid deer. The physical arrangement and social situation were both terribly uncomfortable for them.

“Nothing sure sounds like fun!” The mailmare reared up on her hind legs in delight. “Actually,” she mused at length while slowly lowering herself back down, “it really doesn’t. That’s more like boring.”

The baby dragon casually removed his sunglasses and threw them back into the crate. “Thanks for the delivery, Derpy. Sorry that was so last-minute.”

“Now hold on, sugarcubes!” said the cowpony, as firmly as possible given her awkward positioning. “How did the two of you find us?”

One of the blue-gray mare’s eyes snapped to the pair of prone ponies. “Clutching each other on the carpet, of course!” she squealed, tail flapping much like an excited puppy. “It’s so adorable! You two make the cutest couple. I could watch the two of you in that passionate embrace for hours and days and weeks and years and helloooooo there!” The other eye caught sight of her tail, and Derpy began to chase it in a counterclockwise circle.

Completely ignoring the easily entertained mailpony, Spike stepped towards the pegasus and earth pony on the floor, but tried to keep his eyes at least somewhat averted. “I’m the agent, Rainbow. You know, the one Shining Armor told you about?” he said matter-of-factly. “Derpy did a fly-by of Manehattan and saw you two enter the hotel. Now will you two get up already? You’re making this super weird.”

Both of the mares managed to peel themselves off of each other and stand upright. They brushed down their coats and looked away from each other, whistling as if it somehow canceled out everything. Spike exhaled with relief, and then turned to the circling pegasus in the doorway.

“Say, are you sure you can’t stick around?” the baby dragon queried. “We could really use some help.”

Derpy immediately halted. “Can you pay me in muffins?” She giggled excitedly and cocked her head. The cap shifted to the side haphazardly.

“What?! Don’t you remember the town hall incident?” exclaimed Rainbow Dash. “Get bucked, you sideshow—” was as far as she could continue before the orange farm mare forcibly covered her mouth.

Spike folded his arms. “No, seriously, I’m gonna need an answer on this.” He stared at Derpy keenly and raised an eyebrow.

“Well…” Derpy sounded oddly pensive. “Can you trust these two?” She tilted her head the other direction, which made the cap slant again.

The baby dragon nodded. “They’ll keep it quiet, I promise.”

Without warning, Derpy stepped over the threshold, used a back leg to kick the door closed, and strode over to a window in one fluid motion. “Sorry, I can’t help you out this time,” she stated tersely. There was no longer any squeak in her voice. “Looks like I’m going to have to work harder now. They doubled my shift length and imposed a correct delivery quota after I began intercepting those communiqués last week. I may have to let more of them slip through so that changeling in the sorting department doesn’t detect a pattern.”

“Shining Armor’s not going to like that.” Spike sighed heavily, and flicked off a packing peanut that was lodged behind one of his head spikes. “Alright, do what you gotta do.”

The mock mailmare looked about through the window. “Thanks, Spike. I might just be too good at playing a ditz. Can’t help that it’s fun, you know?” She pulled a string to drop down a plain roller shade, and moved to the next window. “But I can stick around for a little while. I’m curious about what these two have been up to, and I don’t mean whatever the hay we just interrupted.” Derpy dropped the roller shade over the other window, turned about, and squeezed her eyelids tight. When she reopened them, her golden eyes were properly aligned.

Applejack and Rainbow Dash manually pushed their jaws back up.

“What…?” managed Applejack, feebly.

“Oh! Right!” Spike extended an arm triumphantly at the gray pony. “AJ, Rainbow Dash, this is... you see... she’s actually… well, you won’t say, will you?”

The mare slowly stumbled across the room to one of the beds, shaking her head rapidly and breathing heavily. She fell forwards onto it, her mailpony’s cap flying off as her muzzle collided with the mattress, and she lay still for a minute. Eventually she managed to sit up. “Motherbucking screwy vision,” she muttered. “I should’ve straightened my eyes after I sat down.”

“What…?” Rainbow squeaked.

“You’ve both asked that,” the gray pegasus said offhoofedly, “but I still don’t know what you mean by it.” She unstrapped her saddlebags and tossed her mailpony cap onto the side table with her teeth. “Anyway, Spike’s right. I don’t give out my real name, but you can just stick with calling me ‘Derpy’ as usual. It’s worked for so long. ”

“So was there ever a real Derpy?” inquired the farm mare. “Our mailpony isn’t hogtied in a warehouse somewhere with a gag in her mouth?”

“No, no, I’m her,” said ‘Derpy’, shaking out some tangles in her mane from the hat. “It’s all just a gig, a performance, you know? Check it.” ‘Derpy’ raised a hoof to her eye and popped out a golden colored contact lens. Immediately she closed that eye so none of the others could see the real hue. “My mane is bleached too, and I cross my eyes on purpose. I actually can’t walk normally anymore when they aren’t pointed opposite directions.”

“So when you demolished the town hall, you were just messing around?” asked Rainbow, with much annoyance in her voice. “You’ve just been pretending to be dumber than a bag of rocks?”

With a little wincing, ‘Derpy’ re-inserted the lens into her eye. “That’s right. As I said, I’ve been at it for a while. The town hall, though, was completely an accident. But it really sold that image of me being the town dunce, didn’t it?”

Dash was about to retort vehemently when Spike interrupted. “It’s crazier than Pinkie Pie on an energy drink, but it’s true. Shining Armor needed a spy, and apparently ‘Derpy’ was under our noses the whole time.”

“That’s about the long and short of it. They got in contact with me as I was finishing up a real long-term job under this cover, and I figured I’d just keep it up, right?” The gray mare casually spread her arms. “Now I do some delivery for the cause, tail suspicious changelings, that sorta thing. I’ve been in Ponyville so long, and I’ve got such a rep for being an airhead, so nopony watches where I’m going or asks any pointed questions.”

Suddenly, more rustling came from the crate. A few more packing peanuts were ejected, and a small brown owl poked its head over the lip, hooting softly. It perched on the edge and spun its head around a few times, viewing the entire room.

“Hey Owlowiscious,” said Spike. “Caught enough sleep?”

“Who?” hooted the bird.

“Right, because I’m clearly talking to one of the many other birds we smuggled in that crate, or maybe I’m asking the packing peanuts.” Spike rolled his eyes. “This owl,” he said to the others, cupping aside his mouth conspiratorially. “I can’t take this owl’s lip.”

‘Derpy’ raised an eyebrow. “Owlowiscious doesn’t have lips. He’s got a beak.”

“Now hold on,” said Applejack, “I’m just confused why Twilight’s owl was in that crate when he’s got wings. Couldn’t he just fly here?”

Spike hopped up onto the edge of the end table and kicked his legs back and forth. “He delivered a message from Shining Armor to Twilight about the raid on Ponyville, but they zapped him out of the sky.” Seeing Applejack and Rainbow’s faces of concern and sympathy, he waved his claws reassuringly. “No, no, he’s okay now! He just can’t fly super long distances for a while. Plus, the ‘Princess’ probably has it in for us, too.” He looked over at Owlowiscious, who had begun preening himself and generally ignoring the group conversation.

“So it’s really true…” said Rainbow, eyes fixed on the floor. “I can’t believe it.”

‘Derpy’ chuckled hollowly. “Who were you expecting?”

The orange mare shook her head in answer to the rhetorical question, and also in sheer confusion. “But how in tarnation did she take over? Chrysalis would’ve had to bust into Canterlot to tussle with Celestia again, and there’s no way that could’ve been kept under wraps.”

“Plus, the only reason the Princess lost that fight is because the Queen was powered from Shining Armor’s love,” added Rainbow. “Chrysalis can’t have tried the same thing twice, you know?”

The faux mailpony shrugged and tilted her head. “You’re both right, but changelings are still spread across Equestria now. Whatever she did, it worked.”

Spike groaned dejectedly. “Part of why we don’t have all the answers is because none of us can get into Canterlot Castle. See, Shining Armor was there, but when he was told to lead the attack on Ponyville, he was also transferred.”

“We think Chrysalis knew she couldn’t remove Shining Armor from the castle,” continued ‘Derpy’, “without a logical reason and without drawing suspicion. Her raid to capture Twilight gave her that opportunity. And Princess Cadance dug up some dirt, but her duties in the Crystal Empire began to really pile up on her. She’s had to focus on protecting her citizens.”

“So you’re saying neither of them put up a fight? They just rolled over and took it?” asked Rainbow Dash, glowering and shaking. “At least I tried to do something.”

Spike exhaled in exasperation. “Rainbow, neither of them wanted to do that. But it’s literally just been me, Twilight, Owlowiscious, Princess Cadance, Shining Armor, and ‘Derpy’ fighting back. We’ve all been in real danger, and if any of us were caught… well, I’ll bet you know what we lost when they took Twilight.”

Rainbow just looked over at the sunglasses she had taken from Twilight’s library. For a moment, she was silent. “But it didn’t have to be just you six, you know,” the pegasus breathed.

“Honestly, I didn’t get that either,” remarked ‘Derpy’, whose eyes had crossed again, completely involuntarily. “But the way I heard it, she didn’t want any of you other Elements of Harmony in on this. I guess it was bad enough that her family, her live-in assistant, and pet were involved. She actually refused to design those sunglasses if we contacted any of you, except in the case of an emergency.”

The baby dragon nodded. “None of us agreed with her, but we needed her help.” He crossed his arms again and looked over at Rainbow Dash. “So, does that answer all of your questions? Because we’ve got a few of our own – like why you didn’t listen to Shining Armor when he said to keep your head low,” he said flatly. “Or why you’re here too, AJ,” he added, eyeballing the earth pony.

Applejack and Rainbow Dash had been much invested, but suddenly took interest in the ceiling.

“It’s only fair,” ‘Derpy’ pointed out. “We’ve answered what you asked, right?”

Dash began to slowly pace about the room, and Applejack heavily sat down on the unoccupied bed. The cyan mare launched into her explanation of how everything unfolded, and for Applejack’s benefit, she started from when she broke into Twilight’s library and included her subsequent meeting with Shining Armor. Then she filled in the entire group on her arrival in the city, to her wild rampage through the mall and bank, to the fight in the alleyway. The cowpony was able to expound on some further occurrences that Rainbow hadn’t been present for, such as how they watched the Royal Guards discover evidence of Rainbow breaking into the library, the surprise visit from Inspector, and how Pinkie Pie, Rarity, and Fluttershy had all split up in search of both Dash and Twilight. The pair interrupted each other a few times with gasps and questions, trying to piece together details. Spike frequently asked them to backtrack and explain sections, but ‘Derpy’ stayed silent and contemplative. Whether it was because she cared and was attempting to soak in as much of their conversation as possible, or whether it was because she had to repeatedly force her eyes to aim the same direction, no pony or baby dragon could tell.

When their exchange of information had clearly wound down and reached a conclusion, the gray pegasus snapped one eye over to Spike and the other eye to the wall, where a cheap plastic square clock hung at an irregular angle. “Ugh. It’s getting late,” she commented, rolling her eyes opposite directions and reaching for her mailpony bag. “Here’s the deal. Shining Armor wants Twilight busted out tonight. I brought you Spike and Owlowiscious, but I’ve also got a couple of other surprises. This one’s courtesy of Princess Cadance.” When she finally brought the satchel in close enough, she began rummaging about the inside of it with a hoof until she pulled out a thick square-shaped fold of blue paper. ‘Derpy’ grabbed it in her teeth and effortlessly swung her head, chucking it to the baby dragon, who caught it by impaling it on a claw tip.

“Wait up,” said Rainbow. “We should find the others first, right?”

Applejack nodded. “We need all the help we can get.”

“I wish we could do that, but we don’t have the time,” Spike observed. “It took ‘Derpy’ ages to track both of you down.”

The cyan pegasus scowled. “So we’re going to abandon our friends?”

“That’s not what we’re saying.” The gray mare stared pointedly at Rainbow. “Anything could have happened since Twilight was transferred to the prison. We have to act fast, we have to use the resources that we have on hoof, and Shining Armor thought up this plan with just the two of you in mind. And besides, who says you won’t bump into the others? They’re probably looking for you two right now.

“I brought a few more sunglasses in the crate,” continued the mailmare, who was rising to her hooves. “If your friends find you, there’ll be enough to go around. But right now, it’s up to you from here.” She swiftly snatched up her saddlebag from the bed and swung it over her body, and strode over to the side table where Spike was waiting with her cap in claw. “Oh, and by the way,” said ‘Derpy’, turning back to the other mares, “You’ve got to promise me something, both of you.”

“Sure…?” responded Applejack warily, while looking over at Rainbow. The cyan mare just shrugged and nodded.

Spike offered the mailpony cap to ‘Derpy’. She grabbed it in her teeth and flicked her neck back, making the hat land perfectly atop her head. “You’ve got to preserve the secrecy of my act. Next time you see me out in public, just play along like you don’t know anything at all.” She began heading for the door, stretching her wings and making their joints crack. “Wave, say hi, offer to hug me, you know? If somepony starts talking about me, tell them about something silly I did. It helps me keep the charade going a little longer.”

“No problem,” said Rainbow. “Just don’t demolish the Town Hall again, alright?”

“Fair enough,” the mailmare responded, snickering slightly as she put a hoof on the door handle. “But I’m not done talking yet. There’s one other little favor I’d like to ask.”

“Yes?” Applejack and Dash replied in tandem.

“Whatever you do,” said ‘Derpy’ as she turned the handle, “never, ever give me muffins. I don’t care what flavor they are. I don’t care who made them. I’m absolutely, positively, undeniably sick to death of muffins.”

With that, she opened the door, giggled manically at a pitch normally only reachable through helium inhalation, and hopped out. She continued to spring down the hallway, and managed to click her front hooves and back hooves together in mock merriment before she tumbled down the staircase beyond, punctuating every hit against a step with either “ow,” “pain,” or “yay.” The door slammed shut behind her with a thudding noise before the flabbergasted cyan pegasus, dumbfounded orange earth pony, or oddly indifferent baby dragon could see whether she endured the excruciating cartwheel unscathed.


Rainbow Dash and Applejack carefully and casually stepped into the hotel’s dingy foyer, each with saddlebags strapped to them. Dash was clad in a very baggy and hooded sweatshirt that naturally covered her trademark mane. However, she had to stuff her tail inside the jacket. The aged stallion hadn’t budged from his TV set, but he was slouching asleep in the chair and his pipe dangled precariously from his lip. As quietly as ponies with hooves could do across hardwood parquet, the mares snuck across the lobby and up to the door, but shuffled outside a little quicker when the little bell it knocked against briefly startled the snoozing pony.

In unison, Dash and AJ each fished out a pair of sunglasses stuffed in the locks of their manes, slid them onto their faces, and set off down the street. For such a late hour, it was incredibly bright and cacophonic outside. Horns that had been muffled and low were comparatively raucous. The vivid signs they had glimpsed from the hotel room seemed much more dazzling. Thanks to their sunglasses, the lighted advertisements were arranged to read “CONSUME” and “SUBMIT.” The pair did their best to ignore them as they walked.

While there were fewer ponies around than during the day, Rainbow sensed the herd was composed of legitimate Manehattan inhabitants as opposed to the tourists. These ponies were a mix of the real trend-setting crowd and the hints of an underground and urban lifestyle. Two unicorns, a bucket drummer wielding multiple sticks and a long-maned guitarist with a tiny practice amp, belted out “Trottin’ with the Devil” by Van Haylen while onlookers bopped and sang along. Applejack and Rainbow danced casually along the edge of the partiers as they passed by. The noise and the neon were working together as something more cohesive than the sum of their parts, but still much unglued – the nightlife was almost literally in full swing.

Up above, the moon shone, but maybe not quite as bright as the streetlights did. The two friends stared up at it for a few moments, doing their best to not make eye contact with a changeling walking the opposite direction. Once it had gone they continued forward, and Applejack shuffled closer to Rainbow.

“Hey Dash!” she said, trying to keep her voice low-volume but still audible.

“Yeah, what’s up?” asked the cyan pegasus, her ear wriggling slightly.

“You didn’t find anything about where Princess Luna could be, did’ja?”

“No…” Rainbow sighed. “I asked Shining Armor, and he didn’t know, either. I’ll ask Spike, I guess.” Calmly, Dash turned to look at her pack. “Yo!” she muttered into her saddlebag. “Do you know what the deal is with Luna?”

A green serpentine eye peeked out from Dash’s pack. “Sorry, but nothing’s changed,” the baby dragon whispered. “It’s like she was here one day and gone the next.”

The cowpony whickered low but said nothing.

“By the way, when Derpy said she hated muffins, was she serious?” continued the weathermare. “I swear she goes into Sugarcube Corner three times a day for them.”

Spike thought briefly. “Actually, that’s the first time she’s ever said that.”

Dash pulled her muzzle out from her saddlebag, and Spike disappeared from view. The ponies continued to walk a little farther, passing some minor boutiques and a newsstand, until they reached the mouth of the alley. They turned casually around the corner, and as soon as their hooves hit the grittier pavement, they hurried farther in until they found the leftover signs of their brawl – a ruined sofa with one side crumpled like tinfoil, cracks and dings in the asphalt, and a very dusty Stetson.

“Why, it’s still here!” exclaimed Applejack, immediately picking up her hat and slapping it on her head, a tiny dirt cloud ejecting from underneath as it hit her mane. “I’m happy as a pig in mud!”

“And your hat is almost as dirty,” countered Spike, clambering out from Rainbow’s saddlebag. The cowpony snorted in response, clearly failing to see why this was a problem.

Dash trotted over to the trashcan, held her breath, and lifted the lid. She placed it gently to the side so it wouldn’t clatter, and thrust her head inside. The mare gasped, and the sound noisily echoed inside the metal bin.

“What’s up, Dash?” asked Spike.

Rainbow pulled her head back out. “My guns! They’re gone!”

The orange mare stomped a hoof. “You’ve gotta be yankin’ my rope! Somepony took the trash, but they didn’t take my hat or get rid of the sofa? That don’t make a lick of sense.”

“This bites,” Spike groaned. “Alright, let’s get going.”

Rainbow Dash cantered over to a wall where a metal fire escape was mounted alongside an apartment building. The flights stretched from roughly the second story well up to the top, and a small ladder hung partially from the lowest platform. The pegasus hopped up, flapped her wings a couple of times, grabbed the bottom rung of the ladder with her teeth, and used her body weight to drop it down. Spike scrambled on top of Applejack and up her neck as she ran to the ladder and flicked her head forward. The baby dragon leapt off and took hold of the ladder as Dash let go. Spike ascended to the first platform fairly fast with the help of his ability to actually grip objects, while Applejack had to place her hooves between each rung and do small pulls to climb. Rainbow noted that the design was incredibly impractical for ponies.

Once the cowpony reached the first platform, she allowed the baby dragon back onto her back, and they continued up the fire escape’s staircases. The pegasus merely floated alongside them, as there wasn’t enough room. Soon the ponies reached the roof. There was a much clearer view of the glass-domed mall from here, which now had little lights glimmering between the glass panes. It was like half of a gargantuan disco ball, blinking different colors and patterns. Even at this distance, they could see a construction crane rising over the hole that Rainbow Dash had punched in the top, making the necessary repairs. Clearly the shopping center was to remain open to cater to the needs of consumers.

The ponies inhaled the muggy night air and set off at a gallop in the direction of the mall. It loomed closer and closer as they hopped the gaps or vaulted ledges between the buildings, moving straight until the rooftops ended, at which point they skidded and ran to the left. Now to their right, all that separated them from the massive glass dome was a circular street where taxi cabs and trolleys jockeyed for position in traffic. At this much closer distance, the friends could hear thumping electronic beats blaring from speakers somewhere at the edge of the shopping center, and they saw the lights pulsating to their rhythm. The crane was surrounded by construction pegasi in hard hats and reflective vests, who were all engaged in the lifting of heavy glass panes and steel bars. None of the workers noticed the two ponies and baby dragon dashing perpendicular to the road, behind industrial air conditioning units and stairwell entrances, casting long and flickering shadows whenever the lights flashed.

They did not follow alongside the boulevard and ostentatious blinking dome for long. Instead they passed it by and headed for the edge of the city. The border of Manehattan on this side was against the ocean, but away from a majority of the docks. Instead, a long segmental bridge spanned the distance from the waterfront and extended far out to a pony-made island. A bleak hexagonal concrete wall lined its edges, and towers were erected at each of its points. Searchlights at their tops swept from side to side in slow and methodical patterns. Barbed wire was stretched across the tops of the walls, and a solid steel gate blocked the entrance with two more guard posts at either side. In the center of this gargantuan barricade was an equally unwelcoming slab of a building, square and smooth with the corners lopped off.

This was Manehattan Correctional Facility.

Applejack whistled low. “Now how do we get in there?”

The baby dragon reached into the cowpony’s saddlebags to procure the blue paper ‘Derpy’ had given him earlier. He unfolded it carefully, and the ponies gathered in close to get a better look. Now that it was open, the friends could see that it was a set of blueprints. Aerial views of the prison, side cutaways, and floor plans were all stapled together. But the front most sheet was a very small white slip, no bigger than a sticky note. Spike tore it away and read it off.

“Melody Lane and Firefly Street,” he said, scratching under his chin. “I think that’s over here!” Spike hopped onto the ledge of the rooftop and jogged back to the other end away from the jail, and closely followed by Rainbow and Applejack. Together they peered down at the intersection below. Here the buildings were plainer and there were no pedestrians in sight. Furthermore, the traffic was surprisingly almost nonexistent, save for a long white cart stopped at the light. The large rectangular vehicle was manned by two ponies in the front wearing navy police uniforms, and along the side it read “CONFORM.” With the sunglasses removed, though, it said something that made much more sense – “Manehattan Correctional Transport.”

Suddenly, a brown ball of feathers careened out of nowhere and slammed into one of the guards. He sputtered and swung his hooves around, attempting to batter it away from his face. The owl instead fluttered slightly over to the other cop and began raking his face with its sharp talons. Both ponies emitted blood-curdling screams of terror and abandoned their bus, with Owlowiscious flapping about them, tearing away their shirts. In their fear the police ponies let their uniforms and hats drop, not willing to face the avian assault. But when the officers had galloped for about a block, their assailant abandoned the chase and instead turned back to perch atop the vehicle.

Spike gaped. “Now that’s what I call an angry bird.”

Spike folded up the blueprints, hopped atop Applejack again, and pointed at the entrance to the rooftop access stairwell. The weathermare shoved the door aside, and the group sped down the flights as fast as they could until they reached the exit on the ground floor. They darted across the empty street and stopped at the deserted bus. It had metal grates on the sides in lieu of windows and looked entirely empty inside. The baby dragon hopped off Applejack’s back, coughed a little, and blew a tiny jet of green flame at the lock on the door. The metal melted, and Spike swung the door open.

Both ponies shifted and shimmied until their saddlebags came off, and Applejack passed them with her mouth to Spike, who threw them onto one of the seats and began exploring the inside of the bus. Dash used that moment to run down to where the officers dropped their uniforms and retrieve them. When the pegasus returned, she pulled off her hoodie in a flash and began to put on her disguise. Owlowiscious had ripped it in some places, but the gashes in the fabric were all in areas that wouldn’t be noticeable. The farm pony also changed into the other uniform, but looked at the officer’s hat with hesitation.

“Do I hafta wear that?” she asked. “I just got this back, and I don’t ever wanna lose it again!” She removed her Stetson and stared at it fondly. “I’ll bet this is what Rarity feels like when—”

In a flash, Rainbow grabbed the Stetson, chucked it unceremoniously inside the bus, and dropped the officer’s cap on top of Applejack, who sighed in resignation.

The baby dragon stuck his head out of the bus. “You ready?” he asked.

Both ponies nodded, now fully dressed in their disguises, with manes tucked under their caps and tails thrust into their shirts. Together they hitched themselves to the front of the bus and began to pull. Spike dropped into one of the seats and watched through the grate as the prison transport rolled into the intersection and down the street onto the bridge. Owlowiscious took off back into the city, his end of the job finished.

The ride was tense and devoid of conversation. As they progressed closer to the prison, they could smell the saltwater as the ocean waves crashed against the supporting pillars. The city grew smaller and smaller behind them. Spike started examining the plans again with the occasional help of the streetlights. There was a section on one page marked by a red circle – a high security ward on the highest floor at the opposite side.

Suddenly a searchlight illuminated the bus. Although both mares were startled, they silently continued onward, knowing that any strange movements or sudden stops would ruin their cover. Spike shoved the blueprints into one of the saddlebags and roughly threw those underneath his seat. The beam followed them every step of the way until they reached the gate, which they could now see was painted with a horizontal yellow and black caution line. The ponies slowly came to a halt and stood stiffly at attention at the iron monolithic door.

“Now what?” hissed Applejack from the side of her mouth.

Perfectly on cue, two horn-shaped loudspeakers mounted just below the tinted windows of the small gate towers blared out a siren that rose and lowered in tone rhythmically. A red strobe light above the entryway flickered on and spun about in time, and the gate shuddered. Along the middle of the line the door cracked apart with a grinding noise, showing heavy metal teeth-like protrusions. Rainbow watched its long, drawn-out movement and felt a bead of sweat trickle down the back of her neck and wondered how long the surprisingly searing searchlight would stay. And then, the gap in the door widened, and widened, and widened until both the top and bottom slabs were away and out of sight.

The ponies took a few initial and apprehensive steps, but gathered up their courage and passed through. As the back of the bus passed over the threshold, the gate rumbled again, and it slammed shut like a trap. With that, the strobe, the siren, and the searchlight simultaneously cut out.

Between the massive walls and the prison itself was a hallway constructed of chain-link fencing, lined at the top with rolls of barbed wire. Every now and then a small lamppost illuminated the concrete path. The segment the ponies stood in was fairly short, and it led to a small guard booth and a boom barrier blocking the way. Beyond that, the fence passageway wrapped around the center building, but followed the shape of the outer hexagonal wall. With nowhere to go but forward, the mares advanced, pulling the bus along with them. They briefly paused at the boom barrier, but the chubby officer pony posted at the booth only gave them a cursory glance before letting them through and continued savoring his doughnut.

Dash shifted about in her harness uncomfortably as they stood at the split in the path. “We’ve gotta ditch this thing, AJ.”

“You’re just bein’ lazy again,” the farm pony teased, making Dash snigger good-naturedly in spite of their situation. “But I reckon that’s a good plan.”

Spike hopped out of his seat, went to the front of the bus, and pulled himself up to peer through the grate in the front. “Hey!” he muttered. When the mares turned about, he pointed a claw to the right. “The prison’s designs show a parking lot that way. We should leave the bus there.”

Nodding, the ponies followed his direction. From here they could see the inner building of Manehattan Correctional much better. It was five stories tall, and had incredibly small windows along every side. The end of the building facing the main wall’s gate had no entry. However, they saw that the fence hallway split into an intersection up ahead that went left towards that prison itself. Spike clattered his claws against the grate to attract their attention and pointed right instead, which led to a dirt expanse filled with more buses and police carts.

The wheels bumped against pebbles and a small dust cloud emanated from behind them as they pulled into the lot. The two ponies backed the bus into a parking space as carefully as they could, and out of the way of the streetlights. Spike grabbed the saddlebags, stuffed Applejack’s cowpony hat into one of them, and then snuck out into the open to help the mares out of their harnesses. Once they had strapped on their packs, the group set out along the edge of the lot. The small hoofful of guards that were among the buses were too engrossed in either vehicle repairs or minor water-cooler small talk to notice.

The perimeter of the parking area was enclosed by more fencing. Rainbow looked through the wire at the prison, and then over at the very well lit passageway that they had entered the lot from. She stretched her wings out and lifted a hoof, but then snapped them back in tight, and instead turned to the farm pony.

“I guess I shouldn’t just fly over this thing, should I?” Dash asked rhetorically.

Applejack poked at the fencing with a hoof. “I could probably buck our way through, but that’d really cause a ruckus.”

Spike coughed a little.

“Well, maybe we can just walk out there,” Rainbow offered, but she didn’t sound too convinced of herself. “I mean, that’s what we did just a few minutes ago.”

“Right, but we were drawing that bus around. Spike was in there, and so was our saddlebags,” Applejack pointed out. “Spike ain’t got a disguise, and these saddlebags ain’t part of these uniforms.”

Spike cleared his throat.

“What do you want me to do? Get the bus again, roll it up to the door, and bring it inside the jail?” Rainbow’s eyebrow twitched. “Call me crazy, but—”

“Oh, for pony’s sake, move!” Spike hissed, striding up to the fence. The mares hopped aside in surprise at his brashness. The baby dragon inhaled deep, and then began to blow tiny jets of green flame at the chain-links. He lightly tapped the fence with his claw, and a portion fell out onto the dirt on the other side, with only the slightest clinking noise.

“…Well then,” Rainbow said, scratching the back of her head. “I forget you’re a dragon sometimes, you know that?”

“Yeah, yeah, I get it, I’m cutesy and adorable,” Spike grumbled as he walked under the gap.

The ponies ducked down through the hole, assisted Spike with clambering onto Applejack’s back, and began to cross the region between the lot and the prison itself. The lights from the parking area behind them and the fenced passageway to their left didn’t illuminate this area, so the mares quickly removed their sunglasses and stowed them away in their saddlebags. Eventually they reached the prison and pressed themselves tight against its cold and clammy exterior.

Spike hopped off the cowpony, snatched the blueprints from Rainbow’s saddlebag, and then examined them with the help of the faintest fiery glow he could muster. He began to pace along the wall, his feet tapping lightly in the dust. Just when the ponies were about to ask him what he was doing, the baby dragon stepped on something flat and metallic.

“Here we go!” Spike whispered. “There’s a drain over here!”

With another small set of green bursts, Spike melted away the screws holding in the drain’s cover, moved the grate to the side, and carefully lowered himself in. Rainbow Dash and Applejack had to squeeze themselves very tight inside, but they managed to slip through. Spike folded up the prison’s designs again and was carefully helped onto Rainbow’s back.

The concrete tunnel was dingy and poorly lit by flickering fluorescent bulbs. A deep rut ran along the center where they stood, and it was slightly moldy and slippery. While Rainbow was easily able to help Spike get up the ledge on the left side and fly out of the ditch, Applejack had to step carefully, lest her hooves slip. But soon the cowpony clambered up with them and they set off down the passageway. Initially the pegasus attempted to make some general small talk, but discovered that the sewer had incredible acoustics. It was bad enough that their hoof beats echoed. Instead they opted to continue their walk in silence. They did this for an indeterminable amount of time as Spike continued to pore over the plans, flipping from page to page, examining marked areas, and scratching his chin absentmindedly.

Suddenly, there was a maintenance door to the left. They slowed down before it, but Spike shook his head and pointed onward, so Applejack walked on by and quickened her pace instead. But the weathermare paused and turned to look. She slowly stepped towards it, put a hoof against the handle, and pushed forwards slightly to peer through the crack. Inside was another tunnel that looked just as concrete and dank as the one they were in, though this one looked marginally cleaner. However, the biggest differentiation was a red line painted on the floor.

Applejack stopped, sensing that Rainbow wasn’t behind her. The cowpony turned about to see Dash gesturing wildly at the door, pulling at her face in exasperation, and doing her best to not scream or stamp her hooves about. Applejack poked Spike to get his attention, and they watched her wave about for a few minutes. Neither the earth pony nor the baby dragon was able to formulate a response. Finally the pegasus took a long exhalation, stopped flailing, and morosely stumbled forward to join them. The group continued on their way, but the orange mare and Spike eyed Rainbow uneasily every now and then.

Finally the friends came to a metal ladder built into the side of the wall. Dash merely flapped her wings a few times to reach the top of the corridor and pushed a heavy iron trapdoor aside. Again, Spike and Applejack had to physically climb up, and they slid the cover back over the entrance.

They were now standing in a very tiny room. It was concrete, much like everything else they had seen since arriving at the prison, but here there was a sense of sterility. The walls had been painted white and there was an unnatural chemical cleaning smell coming from bottles lined up on the shelves. Rainbow peered outside apprehensively through a thin vertical window in the door, and saw a white hallway running left and right, as well as extending forward. Nopony was visible.

“What was all that about earlier, sugarcube?” Applejack whispered. “We thought you had gone plum crazy.”

“You know what?” Dash hissed. “I’m not in the mood to talk about it right now.”

Spike rolled his eyes and looked over at the cowpony, who shrugged noncommittally. As neither one of them were willing to press the issue, Spike instead took out the blueprints and spread them out neatly on the floor. Together they gathered around the pages.

“Okay,” said Spike, exhaling to calm himself, “here’s the plan.”


A square of sixteen monitors in rows of four illuminated the faces of two changelings, who were sitting in short ergonomic swivel chairs. Their hooves flicked at a panel of buttons, switches, sliders, knobs, and a single red phone headset. With high-pitched clicking noises of excitement, one changeling picked up the phone with a glow of its magic, and the other changeling snapped a few switches down. All the security feeds coming through the closed circuit system cut out. There was nothing displayed for a few moments, but suddenly, imposed across all of the screens like they were one massive television, a dark and grinning face loomed out of the black.

“Yessssss?” rustled Chrysalis, visibly nothing more than eyes, teeth, and the hints of her mane.

“They’re inside, my Queen,” said the changeling on the phone. “We’ve let them through and into the interior of the prison, just as you’ve requested.”

“Very good, very good! Now, to move on to the next stage of my plan—”

“Hey! Heeeey! What’s she sayin’, what’s she sayin’?” asked the other changeling, poking the first one with a hoof. “C’moooon, let me hear her!”

The first changeling tried to parry the annoying prods away. “Stop it! The Queen is giving orders, you numbskull!”

Chrysalis sighed. The changelings could barely see her hoof rubbing at her temple. “Is that Steve? That’s Steve next to you, right?”

“Yup, that’s Steve,” confirmed the first changeling.

“No! I’ve told you, call me Frank,” the other said, planting a hoof down with resolve.

The first changeling snorted. “Oh, buck this! Queen Chrysalis, can you talk some sense into him?” Seeing the Queen nod, he levitated the headset over and leered. “It’s for you, Steve.”

Reluctantly, Steve lifted the headset to an ear with his magic.

The Queen moved in very close, until only her eyes, her snout, and the bottom of her horn could be seen. “Steve, take a look, okay? See this?” She rolled her eyes incredibly slowly, from one side to the other. “Did you catch that? I’m going to do it again.” Chrysalis rolled her eyes the other direction and somehow even slower. “You get it?”

Steve nodded slowly, doing his best to look anywhere else.

“There are literally thousands of you changelings. Thousands.” Chrysalis drew back and resumed massaging her head. “Besides, you try being the mother of an entire brood, okay? Let’s see you come up with that many original names. So if I say you’re Steve, then you’re Steve. Now pass me back to Steve.”

Sighing softly, Steve magically gave the phone to Steve again. “But I like being called Frank,” he muttered.

“As I was saying,” Chrysalis continued, now in conversation with the first Steve, “it’s time to commence the next stage of the plan. I am correct in assuming you’ve kept our new guests separated?”

The other Steve, who had been leaning over and listening intently, bolted upright and nodded. “That’s right!” he yelled at the headset, making the first Steve wince and rub his ear. “The ponies are never, ever in the same room at the same time!”

“Perfect. Now, listen very carefully. We’re going to let our little intruders find their friends.”

Both Steves looked askance at each other, but said nothing.

The Queen made a chirping noise and placed her hooves together. “Steve, and Steve, do you know when it is best to destroy a pony?”

Neither of the changelings responded. They were smart enough to never actually answer a rhetorical question from the Queen. Instead, they turned back to the screens and waited.

“The best time,” Chrysalis said at length, “is when a pony is trying to hold on to hope. When you shatter the willpower of one of these emotional equines, they attempt to fall back on the remembrance of friendship. The pony’s mind focuses on every positive time they’ve ever had with their friends, and they’ll be cured in minutes. But when you take that last bit of love they’re clinging to, it cancels out this defense mechanism. They are left hollow inside.

“I am certain, beyond the shred of a doubt, that Twilight Sparkle’s friends were involved in her little insurrection. But before I forcibly extract their secrets, I want those ponies to feel like they’re going to win. I want them to experience the magic of friendship one last time.” Queen Chrysalis’ eyes glowed, and the light shone through the holes in her hooves and reflected on the orbs on her crown. “And when they spring the trap, and their dreams are crushed beyond dust, I will personally drag them all by their manes before that pathetic purple pony… and they’ll never feel love ever again!

Author's Note:

A line in Chapter 2 spoken by Shining Armor in regards to Cadance's whereabouts was not in line with Derpy's statement. This has been rectified. See my notes for Chapter 2 for more information.