• Published 13th Dec 2012
  • 1,646 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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8 - Gotta be Kidding Me

“That’s right!” shouted Pinkie Pie, letting go of the cop’s collar and rapidly pogo-bouncing back to the pegasus. “Why’d you kill those innocent ponies, Dash?” She leaned forward hard as she stopped and her back legs lifted off the ground.

Rainbow swiveled to face her, leaving the crude knife on the floor. “You can’t be serious, Pinkie! You’re gonna listen to them,” she said, jabbing a hoof at the sparkly-eyed prisoner and then back to herself, “and not me?”

“We know you did it, Rainbow.” Fluttershy had followed Pinkie back, and her face was hidden behind her mane.

“This is the worst possible moment you could pick to rag on me for this!” Rainbow’s eyes rolled high. “Can we just get the hay out of here? Please?”

“No way, Ms.-Rampage-Killy-McKill-Pants!” Pinkie Pie’s front legs vibrated and she briefly lifted into the air.

“Look, you’re not going to believe me! I know you won’t, and I’m not going to talk about it until we’re outta here!” Dash snatched up the shiv and stomped off to where the officer was attempting to come to his feet and gave him a swift kick in the jaw. Immediately he was out like a light again, and Dash continued to drag him into Pinkie Pie and Fluttershy’s cell. “It’s either that or beat some sense into both of you,” she said around the knife, “and believe me, I tried that on Applejack already!”

Pinkie Pie turned about and trotted along after her. “Hold on, you’ve seen Applejack? Why aren’t you with her?”

“Yeah, you could say I ran into her earlier.” Rainbow put a hoof against her ribs and winced a little. “She’s here too, ‘cause we’re getting Twilight and blowing this popsicle stand.”

Fluttershy caught up to Pinkie as she slowed down in front of their cell. Rainbow had begun unceremoniously rolling the officer over and over until he was just inside the open door. Without giving him a second look, she kicked the bars and the cell slammed shut.

“I’m… I’m not so sure that’s a good idea,” the yellow pegasus said. “In fact, I’m not sure this is a good idea either.”

“But Rainbow said there’s a popsicle stand! We’ve got to try it! Oh, I hope they have strawberry-banana!” Pinkie gave her a huge one-legged squeeze around the neck and waved the other hoof in a spanning motion. “Popsicles, Fluttershy! Popsicles everywh—”

The yellow pegasus was shrinking away. “Do… do you just always have to do that?”

“Do what?” Rainbow asked. The combination toothbrush-knife hung casually from her lip.

“Oh, okay.” Pinkie let go. “You know, maybe this isn’t the right time.”

Dash looked at Fluttershy askance. “No, seriously, ‘do what’?”

Pinkie Pie exhaled and scratched her foreleg with another hoof. “No, she’s right.”

Thoroughly confused, Dash opted to turn around and go down the corridor instead of pushing the question. Pinkie and Fluttershy followed behind closely. The prisoners had calmed down significantly, not just because they nearly woke up the sleeping guard, but their curiosity had been fully satiated. With them turned away, going back to sleep, or otherwise returning to their normal lives, it was comparatively quiet for the first time in a while.

Dash reached the end of the hallway and pushed a cream-colored door open, not even bothering to look through the offset vertical window as she trotted through. Pinkie took a few seconds to cross the threshold, looking left and right and left again. Fluttershy recoiled and had to take around ten deep breaths before even touching the door. Dash wondered how she could even leave her house in the mornings.

They started walking to the left down yet another passage, this one devoid of inmates and as bland as all the other areas Rainbow had been in. More doors and their little placards were spaced along its length on either side. The weathermare tilted her head back to the earth pony and the pegasus.

“Any chance either of you know where that egghead is?” she asked.

Fluttershy blinked rapidly. “No… well, I know where a pony is, but you only wanted to know where one pony is, you see, and I think you mean, well…” Her voice trailed off as her mane drooped over her face.

Dash readjusted the crude weapon in her mouth so that it would stop poking her in the gums. “Come on, is Twilight around here or not?”

“We haven’t seen her at all,” Pinkie admitted, scratching a hoof under her chin. “Didn’t you say you saw Rarity, though?”

“Oh!” Fluttershy’s face reappeared from behind her massive locks. “Yes! That’s who I saw! She was pushing a laundry cart… the other way, actually.”

Coming to a complete stop to briefly groan, Rainbow turned around and leapt over Fluttershy and Pinkie Pie, flapping in the air for a few feet until she landed again and started to go back. Suddenly, hoofsteps echoed from both directions. Dash and Pinkie Pie stopped mid-step and backed into each other instinctively, but it took a few seconds for Fluttershy to notice.

“Pony feathers!” Dash swore. Swinging her head about, she spotted a nearby door and threw her weight into it. It didn’t budge at all.

The hoofsteps grew closer. Pinkie Pie pushed in next to Rainbow and began to shove the door with her. The lock rattled as they struggled, but it showed no signs of opening. Fluttershy squealed and looked constantly between the sweating pegasus and earth pony, and the ends of the hallways where the approaching officers were just out of sight.

With a cracking sound, the door swung inwards and Pinkie and Dash tumbled inside, landing on the linoleum. Spurred to action, Fluttershy squealed and ran in after them, closing the door behind her. Together they huddled away from the small vertical window and held their breath as two officers met on the other side.

“What’s with the prisoners in Block D, eh?” one asked.

“Not sure,” replied the other. “They get rowdy sometimes, you know. We’ll sort them out soon enough.”

The friends exhaled when the guards turned away. Dash hazarded a peek through the window and watched them enter the cell block she had just exited from.

“Oh great,” she muttered. “We’d better move.”

For the first time, the three ponies took a good look at their surroundings. The room was fairly large and dimly lit by florescent bulbs hanging from a ceiling of metal roof rafters. Along the left wall were large washing machines and prisoners were either stuffing dirty sheets into them or extracting wet ones. The back wall was similarly lined with industrial-sized dryers, also in various states of being filled or emptied. The center of the room had ranks of massive canvas laundry carts. They were clearly sorted by their contents, such as whether they were clean or not, and the sheets were separate from the orange jumpsuits. Every now and then an inmate would take one of the carts and wheel them away, over to the washers, or the dryers, or out a metal gate to the right that was mostly raised up. However, that was only done under the close and careful supervision of a nearby officer.

Rainbow Dash slunk forward and splayed herself behind a cart directly in front of her. “This must be where Rarity was taking that cart,” she hissed.

“Actually, now that I think,” Fluttershy whispered as she pressed against the cart to the right and peered over the top, “Rarity should be in here for her shift.” She dropped back down quickly and squeaked, covering her mouth with her hooves.

“What is it?” Pinkie had hidden against the cart left of Rainbow.

“She is here! Rarity’s near all the washers in the back!” Fluttershy looked again around the side. “I-I-I don’t know if we can get close to her, though."

“Well, we still have to try, right?” Pinkie asked rhetorically.

Dash raised an eyebrow. “Do we really have to?”

Pinkie looked at her with an equally quizzical expression as Fluttershy began running her hooves through her mane, almost panicky.

“Duh, she’s a unicorn.” Rainbow rolled her eyes. “Why’s she hanging around here?”

“It’s because of those magic detectors around the prison. If you were a unicorn when you walked through them, the warden there can turn off your horn,” Fluttershy explained.

Dash started looking around at the walls. Hung above the door they entered from was a clock, reading 7:40. They were cutting it very, very close, and they needed a plan straightaway. The pegasus chewed at the toothbrush idly, wishing she could just tackle somepony again. But clearly Rarity wasn’t able to get out herself. It was time to take action.

“Maybe you could get close if you were hiding?” Fluttershy wondered aloud.

Pinkie winked. “What, like in a giant fake hollow tree?”

“Um… no?” Fluttershy responded. “Maybe… what about inside one of these carts?”

Dash suddenly turned around and jabbed the shiv into the canvas of the cart. She jerked her head down until she ripped a vertical gash into it. The drenched sheets inside partially fell through the cut, but she stuffed a hoof inside to stop them from escaping. Rainbow clambered through and was swallowed up by the laundry, her colorful tail being the last to go. Fluttershy looked around the side of her cart, and when it was clear that she wasn’t being watched, she lowered to the floor and inched over. She then thrust her front hooves into the gap, taking care not to rip the canvas any further. Fluttershy disappeared into the mass of sheets as Pinkie Pie rolled over and also squeezed herself inside. The top of the laundry pile shifted and bumped as all three of them struggled to keep the wash from being tangled around their hooves.

Rainbow twisted around a few times until she was satisfied that she was right side up, naturally capable of determining her position from years of flying and pegasus instinct. She swiped a front hoof side to side to push more sheets aside until she found the other end of the cart. Taking a deep breath, she cut at the canvas there too, and then peered out the slit. More saturated sheets were on the other side – she had effectively made a hole between their cart and the next. Dash wriggled through, closely followed behind by Pinkie, who was doing the backstroke. Again they writhed through the cloth until they reached the other side, cut a hole, and passed through. It took them a few times, but finally Rainbow squirmed her way through a pile of sopping wet orange jumpsuits, made a tinier slice in the canvas, and could see the dryers. And directly in front of her, a white unicorn prisoner with an impeccably styled purple mane was dragging a bundle of jumpsuits out in her teeth.

Dash fidgeted a little. The soaking laundry weighed heavily down on her back and the water dripped into her eyes. “Rarity’s like right there!” she whispered back at Pinkie. “But we can’t get any closer to her like this!”

The earth pony was slowly kicking her hooves as if she was treading water. “Maybe she’ll come over here,” she suggested. Somehow she wasn’t moving the laundry around when she moved, and her hair had straightened from getting wet.

Rainbow groaned at the mere thought of waiting longer and looked through the hole again. Rarity had turned around and was carrying wet laundry on her back. The washing hadn’t done the job so well—there were large faded red stains all over them, but she was walking towards their cart.

Dash looked back. “Pinkie, you’re right! She’s coming this way!”

Pinkie’s eyes widened. “Da-dum. Da-dum.”

“Wait, what?” Rainbow asked, raising an eyebrow.

“Da-dum-da-dum-da-dum-da-dum-da-dum!”

Pinkie’s hooves shot downward and she rocketed up through the laundry. As Rarity came up to the cart and began dropping her wet jumpsuits one at a time inside, the party pony broke the surface of the wash and squeezed Rarity around the neck with her arms. Snapping backwards, Pinkie lifted the unicorn in a flash and dunked her under the laundry, both of them disappearing before the guards could even notice her.

There was now even less room in the cart. Rainbow displaced a couple of uniforms outside of the bin as she rolled about to exit back the way she had come. Pinkie let go of Rarity, who looked absolutely frazzled but was doing a surprisingly admirable job keeping calm, even with her newly soaked mane. All three of them began crawling their way back through the carts.

The weathermare’s hoof hit something solid, and the solid thing whimpered slightly.

“Fluttershy?” Dash looked down. Sure enough, she had accidentally hurt the other pegasus, who was wincing and rubbing her head. “Sorry ‘bout that. I thought you were with us the whole time.”

“No, I couldn’t even move at all,” Fluttershy admitted. She was indeed tangled by her hooves in the sheets.

Rainbow cut the sheets from around Fluttershy with her shiv and pushed aside even more laundry. All four ponies unceremoniously flopped out of the cart one at a time, landing on the floor and bringing much of the contents with them. Kicking themselves free of the wet clothing, they hurriedly made for the door, but not before Pinkie Pie shook out her mane like a dog to bring back its trademark puffiness. Dash flung the door open and held it for her friends as they darted out, and immediately followed close behind as they all broke into a canter down the hallway.


Applejack opened the door just a few inches to check the hallway. The metaphorical coast was clear. She looked up. The camera situated above her was panning left. She quickly straightened her cap and trotted out, followed immediately by Fluttershy, who was in hoofcuffs but moving as fast as she could, and Pinkie Pie, who had taken the other guard’s uniform. The cap was neatly balanced on top of her curly mane. Together they fanned out into the hallway and walked side by side in step.

Applejack turned to the others. “Alright girls, I don’t think we’ve got much time.”

“I wouldn’t think so either,” Fluttershy agreed. “But if that guard back there is found, or if somepony recognizes any of us…”

Applejack nodded. “Pinkie Pie, you said earlier that Twilight’s locked up all alone, if I’m rememberin’ this right?”

“You bet!” Pinkie made a couple of her strange vertical hops. “Caged up… like a jailbird!”

The cowpony looked away. “A-anyway, sugarcube, do either of you know where Twilight is?”

“Well, I hope it’s not this way,” Fluttershy commented, pointing with a hoof as best as she could.

Much farther ahead in the hallway was a rectangular arch structure – Applejack recognized it as another magic detector. It was also helmed by an officer in a security booth, a black pegasus, who was leaning back in his chair and idly staring at the ceiling. He hadn’t noticed them at all yet. The farm pony looked around. For once, the hallway they were in didn’t have any other doors. It was either turning around to wander some more or bypassing this magic detector.

“I… I think we should go for it.” Applejack said, slowing down a little.

“Oh!” Fluttershy squeaked. “Are you sure? Because it doesn’t seem like we should. I don’t think we should try this at all.” Her hooves seized up, and she was rooted to the spot.

Pinkie began repeatedly poking the petrified pony in the posterior. “Aw c’mon, Flustered-shy! We can’t stop now! What if I told you a joke?”

“…I su-su-suppose that would cheer me up,” Fluttershy conceded.

“Okay, you’ll like this one! What did the beaver say to the tree?” asked Pinkie.

Fluttershy and Applejack waited a moment.

“It’s been nice gnawing you!” Pinkie’s face was splashed with a massive grin.

Applejack stared down at her hooves. “I… I can’t believe I’m saying this, but… well, that ain’t the best gag I’ve heard out of you.”

“And one of the beavers I take care of has told me that one already.” Fluttershy sighed. “I’m sorry, Pinkie. But I’m… this isn’t… I know I have to, but I can’t.”

The farm pony looked over at the yellow pegasus. “Sugarcube, yes you can. You’ve got your animals to feed and take care of. Why, don’tcha want to go home?”

Fluttershy just nodded.

“I want to go home too, Fluttershy. I was out here at that orchard farming convention, and the moment I got home, I wanted to see all of us together. I wanted to see Granny Smith, and Big Mac, and Applebloom, and Winona. But I haven’t. Now, I know they can take care of each other. But what pony in Ponyville can feed and love those pets of yours like you can?”

Fluttershy dabbed away some dampness at her eye with her mane and shuffled forward a little. “It’s really up to me, isn’t it?”

“Wait!” Pinkie Pie exclaimed, holding out a hoof.

“Huh?” Fluttershy started, involuntarily whinnying in surprise.

“What kind of pet…” Pinkie began, “…makes the most noise?”

Applejack sighed. “Pinkie, you already tried cheering her—”

“A trum-pet!” Pinkie Pie did a little jig in place and her cap bounced up and down.

“…You already tried cheering her up, sugarcube.” Applejack stepped over to Pinkie Pie and gave her a little hug. The cowpony felt her friend tense up in surprise. “I know you’re trying to make light of everything that’s goin’ on, but what she needed was encouragement.”

Applejack let go of Pinkie and went back to Fluttershy’s left. Together the three ponies trotted down the hallway and lined up. The officer inside the booth looked down from the ceiling and casually waved a hoof, motioning them through. One at a time, Applejack, Fluttershy, and Pinkie Pie passed under the magic detector.

Suddenly, the officer poked at a button on his counter. “Aaaalrighty then,” the officer said, his voice grainy as it came through the speaker. “I’m gonna need the three of you to step over here.”

Applejack and Pinkie Pie tugged lightly at Fluttershy, who took a deep breath and followed them over to the security booth. Her hoofcuffs rattled with every shaky step.

“One sec.” The stallion paused to flip through some papers on a clipboard. “You’re making a transfer, right?”

“Uh, yep! Mmm-hmm. It’s a transfer!” Applejack nodded rapidly, thankful that she had essentially been told how to lie.

The cop scrutinized his list. “Strange. This inmate here isn’t scheduled to be sent to solitary confinement.” He looked up, back down, and then up again. “She doesn’t even really look like a violent criminal,” he commented, eyes squinted as he stared into Fluttershy’s eyes. She was doing her best to meet his gaze, even if her legs were slightly wobbly.

Fluttershy gulped and looked up at the officer. “It’s-it’s actually for my own protection—”

“That’s because she’s the most dangerous one here!” Pinkie Pie hopped in place, throwing her hat loose from its precarious position. “I heard she killed a mare in Reino just to watch her die!”

Applejack dropped her face right into her hoof. The last thing she wanted to hear from Pinkie Pie was a Johnneigh Cash reference.

The officer’s eyebrows jumped and he leered over at Fluttershy, muzzle nearly compressed against the glass. “You make me sick. Lock her up.”

Applejack glared at Pinkie as she picked her hat off the floor in her mouth, but she didn’t notice at all. The cop slowly pulled back to relax in his chair as the three mares slowly stepped her away and down the corridor. A sign caught Applejack’s eye and she turned her head to read it—“SOLITARY CONFINEMENT”. She nodded and kept walking, satisfied that she had made the right decision. Meanwhile, Pinkie Pie was skipping along as if she didn’t have a care in the world. Applejack reasoned that Pinkie was just being Pinkie. She then inhaled deep and looked over at Fluttershy. It occurred to her that the pegasus had been surprisingly brave, considering not only her situation, but her disposition. In fact, she recalled it had taken far less cajoling or argument to help Fluttershy along than usual, ever since she had found her in the prison’s mess hall.

“Sugarcube…” began Applejack, thinking of the right way to say it, “have you been alright?”

Fluttershy looked askance at the cowpony. “W-w-what do you mean?”

“It’s just… well, you ain’t as scared as I reckoned you would.”

“Oh my goodness. I suppose I’m really not. Should I be?”

“What? No! Uh, I mean, yes?” Applejack whickered. “I guess I should be proud of you, but…”

“But what?” Fluttershy’s eyes widened.

Applejack turned straight forwards. “Fluttershy, let’s just say you’re not acting like yourself.”

“Wait a second…” Pinkie interjected. “I think I heard something!”


Spike turned the map around and around, and then stared out through the vent next to him.

“I don’t get it,” he mused. “Why’s this here?”

It had taken quite some time for the baby dragon to crawl through the ducts. While he was definitely able to fit, moving on claws and knees was a much slower process than he had anticipated; his progress was so minimal that he hadn’t even reached the meeting place. Besides, he had found something not present on his blueprints.

On the other side of the metal grate was a small and mostly empty concrete room, which was strangely not marked on the blueprints. All that was inside was a set of monitors lined along one wall four by four, two office chairs, and a control board covered with dials, knobs, and little flashing lights. The other walls were completely devoid of anything. In fact, that included doors. From what Spike could see, there was absolutely no way in or out of this room, save for the little vent.

The baby dragon extended a claw and began to pick at one of the screws holding the grill in place. He had just had it nearly out when a bright light flashed in the center of the room. Spike covered his eyes and wriggled rearward to hide farther back in the duct, but when the light fizzled away, he pulled himself forwards again and peeked from the corner.

There was a changeling standing there, fiddling with a golden wristwatch around his hoof. This was particularly strange to Spike. At the moment, the baby dragon was not wearing his shades. Suddenly the changeling looked up at the chairs and he moaned with exasperation.

“Steve!” the changeling yelled into the watch. “Steve, it was my turn to go on break, not yours!”

Another blinding flash burst next to the changeling, and when that one was gone, another changeling stood next to the first one, presumably Steve. It also had a wristwatch, but it was also holding two small bright orange chip bags in its mouth.

“Look, I’m sorry, okay? I just got a craving for something spicy, and I thought I’d pick up a snack for you too.” The other changeling walked over to the console, dropped both bags down, and ripped one open with its sharp fangs. Chips popped out, and ‘Steve’ began picking up the fallen ones in his mouth.

“What… what do you think you’re doing?” The first changeling had trotted over to look at the other bag, making chirps and clicks of annoyance. “Chips? Why would you ever want chips? You know we subsist exclusively on love, right?”

“Aw Steve, lay off!” exclaimed the other changeling through a mouthful, crumbs spraying everywhere. “They’re tasty, alright? And I said I got you a bag too.” Steve lifted up his open bag with his magic, extracted one of the chips, and waved it about. “Try one! They’re ‘Xtreemly Fiery’!”

Cautiously, the angry Steve bit at a corner of the chip and gave it a tender nibble.

“Well? What do you think?”

“…You know, that ain’t half bad. Just tell me next time you leave, alright?”

The first Steve-Changeling sat carefully in the left chair as the other one plopped into the free one. They began to flick at switches, bags held by their magic, occasionally dumping a couple of chips into their mouths.

“Hey, I see something moving.” The left Steve pointed at one of the upper monitors.

Spike looked where the changeling was pointing. The screen showed a birds-eye view of a magic detector in the middle of a hallway. Suddenly two ponies walked into view from the left side. The baby dragon nearly gasped aloud, but covered his mouth just in time. Even from the strange perspective, he could tell that it was Applejack in her stolen uniform, leading Fluttershy along with the help of Pinkie Pie. They walked through the detector and stopped in front of the guard station.

The right Steve leaned far back in his chair for a better view. “Oh dang it, that’s not good.” It dumped the remnants of the chip bag into its mouth and belched.

“What do you mean?” The first changeling purposefully moved one of the console’s sliders. “This is exactly what we want.”

“Well, I bet Steve twenty bits that the orange one would catch on.”

“Oh you’ve got to be kidding, Steve! That one’s the something-or-other of Honesty. She’s a total sucker!”

“Man, I told you to call me Frank!” The second changeling magically crumpled his chip bag into a ball and chucked it at the other Steve.

“Chrysalis Almighty, don’t start on that again, alright?” The first changeling snorted as the bag missed by a wide arc.

The other Changeling-Steve turned away, clearly annoyed. It then flicked at a couple of switches, and a screen on the bottom row flickered. This monitor showed a completely different hallway of the prison, going at an angle that showed its entire length. Spike began biting into his claws when four ponies cantered from the bottom up—a disguise-less Rainbow Dash with Rarity in tow, plus Fluttershy and Pinkie Pie again.

The right changeling looked over at the monitor with Rainbow Dash. “Aw, yes!” He pumped a hoof into the air and spun around on his seat cheerfully.

“What is it this time?” The first changeling finished off his own bag of chips and tossed his trash aside.

“I bet Steve twenty bits that we’d dupe that blue pony! I broke even!”

“Nah, Steve will never pay you, man. I mean, seriously. We’re talking about Steve here.”

“Pfft!” Steve-Frank flopped a hoof in dismissal. “This time it’ll be different! He’ll pay me after I loan him the bits. Don’t be so hard on the guy, bro!”

The left Steve rolled his eyes. “Made any bets on how this’ll end?”

Spike shakily withdrew his claws from his mouth and began heating up a small fire inside his throat and aimed for one of the bolts holding the grate in. He spat but couldn’t form a firey jet, instead feeling his esophagus cool back down.

“No, no, no! Why am I so nervous?” the baby dragon hissed to himself.

Spike grunted and attempted to relight the flame, pushing his stomach a little harder as a way to force it to happen. His throat warmed back up again, he pursed his lips, and then finally blew out a flaming spurt. It hit the screw but wasn’t as hot as he had expected it to be – the bolt had only melted partially. The baby dragon gave it another shot and fired out a couple more jets, which immediately destroyed the screw.

“Nah,” said the second changeling, reaching for a plastic box on the control panel, and lifting it up to reveal an imposing red button. “I spent my last bits on snacks.”

It slammed its hoof right into the button, spun around in the chair one more time, and stood up. The first changeling also got up, but with much less enthusiasm. Spike held his breath and slipped back into the ventilation shaft a little more to hide.

“Right, let’s get down there,” the Steve on the left said, tapping at his watch. “We have to be present for the finale.”

In two more subsequent light flashes, the changelings disappeared from the room.


The three ponies stopped, right at the edge of another bland and empty hallway intersection. Applejack’s ears pricked up. Pinkie Pie was right; there was indeed something making a rumbling noise. The cowpony dropped flat to the ground and laid an ear to the linoleum. It was vibrating rhythmically, from the passageway in front and to both sides. She looked up at her friends. Pinkie Pie had her usual smile a mile wide, and Fluttershy was visibly sweating bullets. Applejack stood up and reached for the key ring on her belt, deciding that it was best to unlock Fluttershy’s hoofcuffs, just in case.

Keys in mouth, Applejack lifted her head just in time. It was like reality had gone sluggish and needed something caffeinated. An alarm bell began blaring as a ridiculous multitude of policeponies swarmed from the left and right corridors, gripping plastic shields in their mouths. They lined up horizontally and crouched to face the forward hallway as another row carrying shotguns stood behind them. The absolute moment they had finished their formation, Applejack heard a voice she hadn’t heard in days yell out her name, and her mouth stretched open in shock.

“Applejack! We’re leaving, now!”

The keys that were in Applejack’s mouth dropped to the floor, and that’s when all of existence chugged the coffeepot.

The cops with the shotguns fired as Twilight Sparkle herself charged down the corridor, clad in a prisoner’s jumpsuit and her head angled forward. Something glinted near her hooves, but she suddenly jumped and disappeared in far brighter flash of light. The buckshot ripped into the side walls of the hallway, managing to briefly overpower the sound of the siren, as the same white light re-announced the appearance of the unicorn. Her hooves clacked against the floor and she kept running towards the pony blockade.

Applejack reacted immediately. She cantered forward and skidded to a halt in front of the nearest officer. Whirling around, Applejack reared up on her front hooves and bucked him with both legs. He tumbled forward, firing a shell straight up into the ceiling. The other officers closest to him jumped in surprise and pivoted to meet her, while the others froze briefly, not sure whether to block Twilight or fend off Applejack. Capitalizing on their indecision, Twilight raced ahead, clearing the gap between her and the guards. She leaped again, landing on one unfortunate officer’s shield, pushing him to the floor and springing off it. The unicorn landed on the other side of the blockade and continued cantering away, speeding right towards Fluttershy and Pinkie Pie, who skidded slightly on the linoleum as they broke into a canter to follow her. One cop lashed out at Applejack with his shield, forcing her to jump back and run as all the other guards attempted to reposition themselves. The cowpony ducked just in time as her stolen officer’s cap was blown to shreds by a well-placed shot.

“What the hay are you doing here, sugarcube?” Applejack shouted, running faster to catch up. She easily passed Fluttershy, who was struggling as best as she could in her hoofcuffs.

Twilight kept galloping and didn’t look back. “I’ll tell you later! Right now we have to reach the exercise yard!” Her voice was strained and labored.

“I don’t understand! Why are we going there?” Fluttershy suddenly squealed as another shotgun fired. It missed them by a wide margin.

“You’ll see when we’re outside!” Twilight yelled back.

The magic detector and the guard booth came back into view, and all four ponies cantered through it, not bothering to give the cop inside a glance as he frantically pointed and shouted at them. Suddenly, Twilight took a sharp left and slammed her weight into a door. The other mares shoved in behind her, and they all entered a stairwell. As they descended, their hooves clashed against the metal steps, but it wasn’t loud enough to mask the sound of another shotgun firing. Applejack turned back briefly and saw that this time a slug had been used, leaving a massive hole where the door’s handle had once been.

Reaching the bottom of the staircase, Twilight ran for the door and thrust a hoof at it, banging it open right as their pursuers entered the top en masse. A couple of pegasi broke away from the horde to drop down and block them, but they were just a few seconds too late. Fluttershy had exited the stairwell and closed the door.

The bottom floor of Manehattan Correctional was marginally nicer but it was impossible for Applejack to really take notice. Tables, chairs, and a couple of soda machines whizzed by as they charged through the mostly open room. Suddenly, the cowpony heard a crashing sound. She skidded to a halt and looked back, just in time to watch Fluttershy trip over her own hoofcuffs, slide across a table, and collide with a chair on the other side.

“Fluttershy!” Applejack screamed, hooves pounding against the floor as she turned around and ran to where the pegasus fell.

“Apple—aah!” Fluttershy cried out as she tried to stretch a leg. She was sprawled out on the linoleum, lying on one side and a back leg wrenched at an awkward angle. “I’ll be okay… just go!”

The orange mare thrust her muzzle underneath Fluttershy’s body, attempting to help her to her hooves. “No way in Tartarus, sugarcube! You’re walkin’ out with me, or both of us ain’t!”

Another shotgun blast rang out over the blaring klaxon. Fluttershy winced as she allowed Applejack to push her up. She struggled to stand, having to put all of her weight on her other hooves. The cowpony put an arm around her and began to half-guide, half-drag Fluttershy away from the toppled chair. Applejack squinted. There was a bright light coming from the other side of the room. Twilight and Pinkie were holding a set of double doors open and the sun was flooding through.

“Look! We’re gonna be outside, okay!? We’re breaking out!” Applejack began pulling at Fluttershy even harder, who had also started moving faster and less gingerly. She could hear Fluttershy’s little whimpers of pain grow louder.

“Come on! Hurry up, let’s go!” Pinkie Pie shouted. “You have to run!”

Fluttershy gasped with anguish as she pushed herself harder, the hoofcuffs digging right into her injured leg. Applejack tried to not pay attention and focus on supporting her, but found that it was impossible, especially with the siren at full volume. The mares were moving at a jog now, heads turned away to block out the light. Applejack heard more yelling from all around, outside, back inside, and from her friends. Screaming herself raw, the cowpony heaved Fluttershy forward through the double doors and closed her eyes tight. As she passed over the threshold, Pinkie Pie and Twilight followed close behind, allowing the entrance to Manehattan Correctional Facility shut behind them.


Rainbow, Pinkie, Rarity, and Fluttershy had booked it out of the laundromat as fast as possible without taking a look back. But soon they slowed down a little in the corridor, just enough to allow themselves to catch their breath. Rainbow had opted to get her hooves off the floor and fly, which was most welcome after being in the soppy piles of laundry.

“Oh-emm-gee, it’s so great to see you!” Pinkie Pie bounded alongside Rarity. “We haven’t seen you since… well, you know.”

Rarity snorted “Pinkie Pie, this isn’t the right time. I’ve been waiting far too long in there for somepony to rescue me.”

“I know what that’s like.” Fluttershy commented. “Helpless, alone, afraid… it’s terrible, isn’t it?”

Dash rolled her eyes. It was just her luck that she had to help the two ponies that were incapable of lifting a hoof for themselves. And now she still had another three friends to meet up with, wherever they were.

“It’s a good thing Rainbow Dash was here for us. Isn’t that right, darling?” Rarity flicked her mane to the side.

Rainbow's ears pricked up immediately and she twisted in mid-air to face the others. "Yep! That's right. I'm way awesome." She rested her head back in her front hooves, all of her annoyance completely forgotten.

As the pegasus began making some very slow rolls, watched enthrallingly by Pinkie Pie, Dash noticed something odd. It was hard to tell because of her rotating perspective, but it almost looked like in the intersection ahead of her, a familiar purple unicorn in an orange jumpsuit had turned out of a hallway on the right and began running away from them. Rainbow rotated herself until she was upright again and peered even harder. The unicorn in question definitely also had a navy blue mane and tail.

“Twilight…?” Dash said slowly.

“Ah!” Rarity gasped and stumbled to the side, kneeling and leaning against the wall. Pinkie Pie immediately came to a full stop next to her, and Fluttershy also slowed down, panting from exertion. Rainbow landed quickly and ran to her as well, but looked back for just a moment. Twilight, if that was her, was gone.

“Oh, just give me a moment,” Rarity said at length, attempting to get back up on her hooves but using the wall for support. “I’ll be fine in a moment.”

Dash sighed and wriggled her wings. “Fine, fine. But we need to hurry—”

Pinkie Pie and Dash simultaneously twitched in shock as a loud alarm, inconveniently located right above where they were standing, blared out and echoed in the hallway. Rainbow swiveled around as hoofbeats and guns rang over the existing din, coming from back where the pegasus was certain she saw Twilight, just in time to see a door farther down open up and an officer walk through--the graying bearded stallion Dash had knocked out twice, holding an icepack to his cranium.

“There they are!” the cop yelled, and simultaneously winced.

Doors down the hallway were kicked open by booted hooves, and two policeponies exited from each, one crouching in front with plastic shields and one behind them gripping shotguns in their teeth. Pinkie Pie began to back away, and Fluttershy cowered as if to minimize the size of her body. Rarity was slowly pushing herself even more. Dash reflexively took a confrontational stance with her legs and wings spread apart, ready for anything.

“Rarity, you’d better get up now…” Dash said, gritting her teeth.

“No, don’t rush!” Fluttershy retorted, looking down at Rarity. “Take it easy!”

The policeponies had now shuffled into the hallway, evenly spaced apart from each other. Dash stepped forward and growled aggressively as she set a firmer bite into her shiv.

Rarity was still leaning against the wall for support. “I think we can… we can escape through the laundry room!”

“The other door is for the freight elevator!” Fluttershy added.

Rainbow swung the shiv threateningly. The officers had all moved closer together and had made a slowly advancing, thick wall of policeponies and shields. “We’re not leaving yet, girls!”

Pinkie Pie began pushing at Rarity with her muzzle, which seemed to merely startle the unicorn into getting up faster. “Rainbow’s right! Twilight is still somewhere in the prison!”

“Oh, Twilight? Why, she’s out in the exercise yard!” Rarity said, now standing shakily upright.

Dash backed off slowly, coming closer to her friends. “Are you sure she’s there? I could have sworn I just saw her a second ago!”

The sound of more doors being kicked open resonated, and Pinkie Pie swung around to look. More officers had exited behind them, but not only were they farther down the hallway, but none had exited from the laundry room. “Rainbow, they’re coming the other way now!”

Dash ground her teeth into the shiv. She knew what she saw, and if that was Twilight earlier, there was no way the cops didn’t see her. Spike was also completely missing. Rainbow knew that maybe he could hide, but there was no chance he could run. Plus, taking the slow-moving freight elevator would mean they could get cut off by more policeponies when they reached the bottom floor. With the riot officers closing in from both sides, though, she didn’t have much of a choice.

“…What’re we waiting for?! Let’s go!”

Using a wing as a counterbalance, Rainbow Dash kicked into the floor, pivoted on a hoof, and broke straight into a gallop. Fluttershy, Pinkie, and Rarity followed close behind her as the lines of officers began to charge, their plastic shields clacking together. Grunting with exertion, Dash skidded right into the door to the laundry room and held it open for the other mares. She briefly noticed that there weren’t any other ponies inside anymore, but she didn’t have the time to wonder. Pinkie Pie leapt through the doorway, followed by Fluttershy, and then Rarity who was only trotting at half their speed.

As soon as the unicorn was in, Dash let go and ran between the cloth carts, easily coming up behind her friends. It was just in time—some of the officers had broken formation and ran ahead. But the rest weren’t fast enough, as the single door acted as a bottleneck, preventing more from pouring in all at once. Rainbow thrust a back leg into one of the carts, which toppled it and a few others with a resounding bang. Most of the officers were either able to leap out of the way, but a few unfortunate ones either tripped up in the spilled laundry or were knocked to the floor.

Pinkie Pie slammed her hoof into a button next to the rusted freight elevator gate. It shuddered violently and began creaking as it sluggishly rose in meager increments. “C’mon, c’mon-c’mon-c’mooon!” She began repeatedly poking at it with her forehead, but it didn’t move any faster.

Fluttershy and Rarity looked at each other, and then backed up slowly until they stopped against the elevator gate. The officers that had been trapped by the fallen laundry carts were being pulled up by their comrades. Using hoof signals, they directed each other to form a semi-circle surrounding the four ponies and began to tentatively move nearer. Dash hovered slightly above the floor, shiv in mouth, chewing hard into the worn bristles. Pinkie turned around, abandoning the button to leap into the ever-shrinking space between the officers and the elevator and snarl like a wounded animal. But even with Rainbow bobbing back and forth in air and Pinkie Pie foaming at the mouth, the policeponies were tightening the gap, seemingly determined to not let the mares slip a second time.

“It’s open!” Fluttershy suddenly yelled. She and Rarity lowered themselves all the way to the floor and just barely squeezed themselves under the gate, which was continuing to groan noisily.

The officers were now close in enough to have no openings between them. Pinkie Pie and Dash were pressed to give ground, hoof by hoof and wing beat by wing beat. Rainbow took a chance and looked behind her. Both Rarity and Fluttershy were inside and huddled in the back corners. The gate was also slightly wider open now, and she saw on the elevator’s far wall a rusty control panel. The pegasus nodded at her friend, who responded with just a wink, but that was more than enough.

Bounding backwards, Pinkie Pie dropped to her side, sliding underneath the gate. Dash simultaneously blasted forward as if to charge the line but made a wide sweep at the last second along the entire length of the formation, forcing the policeponies to retreat a few steps. The pegasus twisted in air and turned to the freight elevator, put on some speed, and easily cleared the gap.

Dash landed inside the elevator right in front of the control panel and her eyes skimmed over it rapidly until she found a button marked “CLOSE”. She hit it, and a little fake bell sound chimed, but it didn’t seem like anything was happening. She turned around in time to see that not only was the gate still widening, but the officers had regrouped and pushed all the way forward up to the gate. As the cops began to try to duck under the gap, Pinkie Pie began smacking them with her hooves, springing from side to side to beat them back. Fluttershy and Rarity were still in the corners, cowering and trembling.

“A little help, girls!?” Pinkie Pie asked screechily. “And what’s—aah!” She drew back her hoof as one cop attempted to grab at her from under the gate. “What’s taking so long, Dash?”

Dash turned around again to the panel and hit a button labeled “GROUND”. There was another ding, but the gate continued to open very slowly. The pegasus screamed in frustration and began smacking all the buttons. The elevator sounded off with more dings and more squealing from the gate, and Pinkie Pie was shouting at the officers to get back, while the other mares made whimpering noises. None of the buttons worked and the door was rising and rising higher and higher. Hyperventilating, Rainbow Dash jammed the shiv into the edge of the control panel, used it to rip away the cover, and yanked out a hoofful of wires inside.

The gate immediately halted its rise and the elevator began to quake. One officer that had halfway stooped underneath it began slowly stepping away. Dash’s eyes fixated on the flashing connections, the electrical sparks arcing up and bouncing down onto the elevator’s floor. Pinkie Pie looked up at the ceiling, back at Dash, and up again. Even Rarity and Fluttershy quieted down, glancing around at all the other equally confused ponies.

With an ear-splitting screech matched only by the mares, the elevator abruptly plunged down, leaving the fifth story of Manehattan Correctional Facility behind. Rainbow felt her hooves involuntarily lift, and she hurriedly looked about at her friends. For a brief moment they were all weightless together. Suddenly, the squealing noise declined and the elevator lurched to a sudden stop before hitting the end of the shaft, throwing all four ponies back to the floor with a simultaneous thud. Dash barely had the time to shut her eyes tight and brace for the impact. She landed on her stomach and felt the wind escape her lungs, as well as her prison-made knife leave her mouth and clatter on the ground. Coughing and gasping, the pegasus pushed herself up halfway with her front legs and opened an eye. Bleary through tears, she saw the sun streaming through the gate from the ground floor. The bell sound chimed and it rapidly opened up.

“You… you girls okay?” Grunting as she fully stood to her hooves, Rainbow then shook her head to clear it and opened both eyes.

The other three mares were rising similarly, with Rarity and Fluttershy using the side rails as support. All four of them had managed to survive intact. Dash slowly strode over to where Pinkie Pie was struggling.

“Heh, sorry about that,” Rainbow said, pushing underneath the earth pony with her muzzle. “I guess I got a little frustrated back there.”

Pinkie smiled. “It’s not your fault, Dash. The elevator really got the drop on us.”

“We may not have been killed by the elevator,” Fluttershy began.

“But that joke might do it,” Rarity finished haughtily.

“I hear them!” yelled a muffled and echoing voice, way above them from the top of the shaft. “They’re still alive! Get down there, now!”

Another creaking noise came from above, and then the sound of hoofbeats stomped above them. Rainbow looked up and jumped aside as a cutting torch flame shot through the ceiling and spat sparks everywhere. The ponies yelled, scrambling to escape the elevator. As Dash turned, her hoof stepped on something and she looked down—it was her fallen shiv that had clattered away. She immediately snatched it up in her teeth and left with them.

The elevator had brought the ponies to a concrete loading dock, which had forklifts and a couple of large metal wagons but was surprisingly devoid of any workers. The far side had a large aluminum shutter that was wide open, and they could see fencing and then the outer wall of Manehattan Correctional farther back. The ponies broke into a canter down a gently sloping ramp into the room and began to cross it. Dash experimentally circled her wings; realizing that they weren’t in pain, she jumped up and flew just above the floor with them. Fluttershy smoothly leaped to join her in the air too.

“Okay, so they’re on our tails now. Does anypony know where the exercise yard is from here?” Rainbow asked urgently.

“It’s really, really close!” Fluttershy said, flying to the elevator’s exit. “Let’s go!”

The ponies reached the end of the loading dock, Fluttershy and Rarity in front, and Pinkie Pie plus Dash close behind at their hooves. At the exit the unicorn and the yellow mare pulled a hard left, and they squinted at the sudden change in the light. Though Dash didn’t completely recognize the area, she knew that this was another section of the same pathway she and Applejack had taken the bus down in the wee hours of the morning. But here the barbed wire and chain-link continued in a massive length, stretching from the main building to the outer wall and a rolling gate in the dead center. There was also fencing above the area behind the gate, effectively enclosing it from the top like a chicken coop. Fluttershy and Rarity pointed to a metal post and its square locking mechanism. The blue pegasus angled the shiv forward with her tongue, stabbed it right into the lock, and twisted her neck. While the toothbrush did ply and bend, the lock clicked.

“There they are! Get ‘em!”

Fluttershy and Rarity gasped. Policeponies spilled out from the loading dock, armed with their shotguns and shields. They only took a moment to group together into a tight wedge formation, leveling their guns forward and advancing. Dash yanked the prison knife away and hooked her hooves into the chain-links. Seeing this, Pinkie followed suit, and the two of them started sliding the gate right. As soon as it was just wide enough, Rarity and Fluttershy shoved their way through the opening. Dash pushed just a little more as Pinkie Pie sprang left and then around the gate, and Dash followed just behind, not bothering to close it up after her.

The exercise yard was paved over with asphalt, fresh and pungent, with white lines designating the borders of a basketball court. Their nets were missing. Two of the prison’s towers situated on the outer wall to their right marked those corners of the yard, and tin metal benches lined up in the shade. Rusty barbell benches were at the far fence with free weights strewn about. To their left was one entire side of Manehattan Correctional’s center building, with a pair of heavy-looking double doors. The ponies came to a halt right in the middle of the enclosure.

“Now what?” Dash asked herself aloud.

As if on cue, something made a banging noise, and somepony yelled. Dash whirled around to her left and came face-to-face with Applejack, still in her policepony’s garb and one front leg over a hoofcuffed Fluttershy, with Pinkie Pie and Twilight Sparkle just behind her.

“Applejack!” Dash cried, eyes widening. “Where the hay have you been?!”

Applejack hefted Fluttershy a little, who squeaked almost like a rubber ducky. “Sugarcube, I could say the same about you!”

Rainbow’s ears pricked up at the Fluttershy’s peep and she looked to her, who pushed her mane from her face and beamed. Her eyes then drifted to Pinkie Pie, who was standing behind Applejack and grinning much wider. Applejack peered behind the blue pegasus and saw Fluttershy, afloat in the air with firm wing beats. The cowpony cocked her head and saw Pinkie Pie, trotting in place hyperactively.

“Hey, you found Fluttershy and Pinkie Pie!” Applejack and Dash said in unison.

There was a pause.

“Wait, you found Fluttershy and Pinkie Pie?!” they yelled, eyes dilated and locking in on each other.

“Hmph. Looks like the jig is up,” said Rarity composedly.

Rarity and Twilight Sparkle strode away from the other ponies and stood aside as the double doors opened again and the gate squealed again. Policeponies scrambled in, shields and guns aloft, quickly filing the yard around its borders. The unicorns smirked as the Fluttershy next to Rainbow landed to their left and the Pinkie Pie next to Applejack stalked over to their right. They grinned even more darkly as the earth pony and pegasus were enveloped in green flame-like bursts of magic for just a brief moment, accompanied by shouts of confusion from the remaining ponies—two changelings stood before them.

“You’ve gotta…!” Rainbow faltered for a moment, almost raising her hoof to point but dropping it again. She looked back to see her friends. Applejack’s face had contorted with panic-tinged bewilderment, but was still gripping tight to Fluttershy, who had buried her face right into the cowpony’s neck to cry. Pinkie had fallen back onto her haunches, involuntarily deflated her hair, and adopted a thousand-yard stare somewhere past the walls of Manehattan Correctional. Dash slowly turned around, teeth grinding into the shiv’s plastic handle.

“You’ve gotta be kidding me!” Dash screamed.

“What? What is it, Rainbow Crash?” asked ‘Rarity’. Her voice was markedly different, lower and hissy. “You confused? You a little, say, cross over our caper?”

Fluttershy pulled away from Applejack, letting her walk forward. “There ain’t no way this just happened!” said the cowpony accusingly. “What the hay did you pull on us?”

‘Rarity’ winked and straightened herself up. “We pulled the wool right over your eyes, hayseed. Allow me to explain. See, the two of you waltzed in here not because you’re clever or something. You’ve been set up from the get-go, before you even got to the front door. But let’s handle this one problem at a time so your tiny horsey brains get it.

“We knew you were coming from a mile away. So we planted these two in the prison, made you split up at the magic detector, and waited until you found them. And it’s crazy you didn’t comprehend that you were dealing with fakes. I mean, did you hear some of those jokes, Applejack? Steve had to write some ahead of time and hope he could ad-lib the rest.” Rarity pointed at Pinkie’s old changeling, who fluttered its wings and nodded. “But isn’t that what you do, Pinkie Pie? Crack one-liners all day and never get serious?”

“I felt I had to over-do it, too,” Pinkie’s old changeling copy said, scratching its neck spines. “None of us can do Pinkie’s physics-breaking visual gags, the freak.”

Pinkie didn’t break her gaze.

“Steve here just had to be incompetent.” ‘Rarity’ continued, motioning to the ex-Fluttershy changeling. “Remember how she wouldn’t even leave her cell? Rainbow, did you even wonder how she could’ve been stuck in the sheets? Maybe you didn’t, because that’s just par for the course for Fluttershy.”

The left changeling was licking one of its fangs absentmindedly. “Oh, and I started flying at the end. I thought I blew it, but no, Rainbow didn’t even notice.”

Fluttershy simply bowed her head.

Applejack snorted. “Let me guess, both of y’all are changelings too.”

“Quit trying to fast-forward,” ‘Rarity’ chastised. “We’re getting to that next. Anyway, there’s one more thing that really should have tipped all of you off: all four of us told you what to do, where to go, and how to get there. Honestly, that should’ve been the only red flag you needed.

“Now let’s see if you can wrap your heads around this one. Dash, do you recall how you rescued me?” ‘Rarity’ continued.

Rainbow’s eyes narrowed. “Yeah. What about it?”

“Nothing seemed off to you? Nothing, say, caught your eye as being strange?”

The pegasus didn’t respond at all.

“Think about it. Would Rarity have stopped cleaning those prison uniforms while they were still dirty? Or know exactly what was happening when Pinkie Pie grabbed me? Plus, like I just said, Steve and I convinced you to get down here.”

Rainbow shook her head defiantly. “We were already coming to the exercise yard, horseapple-brains.”

“And didn’t we use that against you?” ‘Rarity’ retorted. “But I’m not joking here. You keep trying to skip ahead, and I’m trying to keep things dumbed down for you. Stop it.” The white ‘unicorn’ paused for dramatic effect. “Maybe you’d like to know how you almost ruined our con near the end—‘almost’.

“Remember when you saw your friend here?” ‘Rarity’ jerked her head to ‘Twilight’, who grinned and nodded. “Had you followed her, you would’ve found Applejack pretty quick, so I had to fake an injury to distract you.” ‘Rarity’ held up a hoof limply and pouted mockingly.

“I’m sick of this!” Dash’s ear twitched. “Get to the point already!”

‘Rarity’ seemingly ignored the comment. “This part’ll blow your skulls wide open, you two. ‘Twilight’ here has a little surprise.”

Reaching a hoof to her horn, ‘Twilight’ gave it a little push. It fell off with a pop and bounced on the pavement like a rubber ball. She watched it bounce away with only her right eye as the left eye stared at the ponies, and then she wiped at her face and muzzle. Purple streaked away, revealing a gray undercoat, and her eyes had now changed color to a golden yellow.

Applejack and Dash stole a glance at each other and looked back.

“…‘Derpy’?” Rainbow asked, voice wavering.

“This ain’t right,” Applejack said. “This ain’t right at all.”

“The one and only, motherbucker!” ‘Derpy’ crossed her eyes and circled them opposite directions. “And you bought my act hard!”

“Who?” wondered Fluttershy, looking over at Pinkie Pie, who still hadn’t moved or changed expressions. “Isn’t that Ponyville’s mailmare?”

“Oh yeah, you weren’t there for all that, huh? Lemme lay it down for you.” ‘Derpy’ unzipped her jumpsuit and hopped out, revealing that the majority of her coat was still gray beneath, and she had a gold wristwatch fixed to her hoof. “Twilight’s underground uprising hired me to pass messages and such. At least, that’s how it worked for a while. But this Steve,” she said, nodding her head at the center changeling, “caught me in the act and gave me a better offer from Queen Chrysalis. So I pretended I couldn’t help you get into Manehattan Correctional and I alerted the changelings to your arrival.”

‘Rarity’-Steve nodded. “You wanna know how we’re paying her, ponies? Guess! Just bucking guess, you’ll love it!”

An officer trotted out from the crowd, carrying a steaming metal tray in his mouth. He stopped in front of Derpy, who eagerly squealed and planted her face into it. Making noises of enjoyment, she pulled out a single, fresh blueberry muffin and fit its entirety in her mouth, spraying crumbs everywhere. She then balanced the tray on her hoof and the policepony hurried back into the formation.

“Free muffins, whatever flavor, whenever she wants them, and as many as she can pack away in her stomach,” said ‘Rarity’. “We’re gonna feed her addiction for the rest of her life.”

“That’s… you said you don’t like muffins!” Dash said, nearly dropping the shiv.

Applejack whickered. “And how the hay did you do that magic trick?”

Dash glanced over. “She did what now?”

“You mean when I teleported?” ‘Derpy’ swallowed a huge chunk of muffin and lifted her other hoof, which had the gold watch strapped around it. “I used this. It’s the coolest thing ever, right Steve?” She looked over at ‘Rarity’ for a moment and returned to chomping down the baked goods.

The white ‘unicorn’ chuckled and was enveloped in the green rush of changeling transformation flames, revealing the bug creature as the magic subsided. It chittered as it rolled back its jumpsuit sleeve and held up a black cavity-filled hoof, also with a golden watch strapped to it. “You got that right.”

Dash’s pupils contracted immediately, but Applejack stared at the changeling’s watch apprehensively. “What’s it talkin’ about, sugarcube?”

“Ah, yes. Dash is very familiar with these. Remember, when Steve got away from you in the Wonderbolts shop when you tried to tackle him? The same watches Steve and Steve tried to use when you gunned them down in the mall’s access hallway?” The ex-Rarity changeling’s eyes were little more than slits.

“Woah, back up.” Fluttershy’s old changeling suddenly looked over. “Steve and Steve are dead?”

The changeling that had been Pinkie Pie held a hoof to his mouth in shock. “I just saw Steve like two weeks ago!”

“Yeah. She shot them,” hissed the center Steve. “I didn’t know mammalian blood ran cold.”

Fluttershy raised her head. “Rainbow… you really killed them?”

Dash chewed more at the shiv and beat her wings harder, but said nothing.

“Well, we’re nearly done here,” the ex-Rarity changeling commented, turning to Applejack. “But there’s one more thing that I have to touch on. You haven’t just seen ‘Derpy’ before, you hick.”

In another emerald eruption of magic, its neck spine was replaced by a reddish mane, its horn and fangs were gone, and its face had become a little squarer and rougher.

“Is it coming back to you yet, pal?” the ‘pony’ said gruffly. “Don’t answer, that was rhetorical.”

Applejack sputtered and shied away. “Wh-wh-wh-what?”

“Who’s this supposed to be?” Rainbow asked, turning back to Fluttershy.

“That’s Inspector Callahoof. We… we met him in Ponyville before we came to Manehattan,” uttered Fluttershy disbelievingly. “But… but you walked away! You questioned us, and walked away!”

“That’s right Fluttershy, that’s exactly bucking right! I boarded the train car behind you ponies when you left Ponyville to search for Rainbow Crash!” The ‘Inspector’ leered wildly, thrusting her watch at the ponies. “I replaced Rarity the moment she went to the bathroom, hid this in my mane, and the boys here in blue locked onto its signal. I thought I’d only bag Fluttershy when I did that, but Pinkie Pie’s ‘Sense’ played right into my hooves!”

Pinkie Pie was still mute, but her pupils dilated.

“Oh, and for the record...” The ‘Inspector’ planted its hooves firmly, sneered, and scanned its eyes over Applejack, Fluttershy, and Pinkie Pie in turn. “Do you three remember when you found the newspaper? Do you remember that soul-crushingly somber, weepy moment we shared?”

There was silence.

“I just want you to know… I was laughing.”

The three changelings chittered and rasped lowly, looking at each other and at the four friends. The ‘Inspector’ was immediately engulfed in a short bright green inferno, and one by one, policeponies in the circle around them followed suit, becoming the members of the insect-like horde. Applejack, Rainbow Dash, and Fluttershy turned around again and again, only able to watch as all the policeponies shifted their forms. ‘Derpy’ was preoccupied with the tray, licking up mere muffin crumbs from each hollow. The peals of mirth rang out louder and louder, each changeling adding to its harsh cacophony, a victory gloat of malicious enjoyment.

“Wait! Steve, wait!”

The laughter waned immediately and every changeling and pony looked to the source of the shout—Pinkie Pie had gotten to her hooves, but her hair was still straight and flat.

“WHAT?” shouted most of entire changeling mass in chorus.

“It’s Frank! My name is Frank!” yelled a changeling in the back, jumping up and down over the crowd before being unceremoniously shoved back down.

“None of this makes any sense at all!” shrieked the cerise mare. “How would the four of us not know our friends were replaced? Why didn’t we catch on? We know what our friends are like!”

“Because you’re blind, stupid pony!” said the center changeling.

“It’s so obvious!” Pinkie yelled, eyes darting about. “Don’t you see why it happened this way?”

“… Because the magic of friendship is a lie?” the ex-Rarity Steve asked quizzically.

“No! It’s because…” Pinkie Pie inhaled and her mane poofed back into shape again.

“The author of this story is a complete hack!”