Chapter 1

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Obviously, I don’t own anything. My Little Pony belongs to Hasbro and the very lovely people who work on this generation. Penguins of Madagascar belongs to Nickelodeon, Dreamworks, and the Penguins themselves are created by Eric Darnell and Tom McGrath

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“What do we have Kowalski.” The three penguins stood at attention as they faced the fourth. Kowalski, as he was apparently called, was a tall penguin with a rounded head. Like the other penguins, his back and flippers were pure black while his front was pure white except a widow’s peak on his forehead. He waddled to his place before pointing to a machine in the middle of the underground cement bunker room that hid their own anti-matter-fusion-reactor-core... and their TV.

“Gentleman, I give you my latest invention, THE DIMENSIONATER!” This was apparently old hat for the other three, they didn’t even blink.

“And what does it do....” asked the first penguin who spoke. He was the second shortest of the four, with a flat topped head that was reminiscent of a buzz cut. He sipped his coffee which had a fish tail in it.

“It lets us travel to other dimensions! Admittedly, I am lacking some control over which dimension we go to, but so far it hasn’t blown up!” He looked eagerly at the other three penguins. No response.

“When can we start jumping?” the first one started to ask, but stopped as the youngest, shortest penguin with a round head and a British accent interrupted him.

“Excuse me, Skipper, but shouldn’t we make sure we can control it before we start asking which dimensions there are? What if, we found a dimension of killer whales! That wouldn’t be very good, would it?”

“Good point, Private. Kowalski! What do you need to operate it?” Skipper took a sip of his coffee. “More McGuffium?”

“No, no... after the last time travel incident-”

“You mean the one where you sent yourself back to the past to stop a paradox you created?” Private asked.

“Yes, that one” Kowalski groaned. “I have since stayed away from McGuffium... and all time related inventions after the Stopwatch Incident that you don’t remember since you were frozen in time.”

“Anything that I’m not aware of didn’t happen.” Skipper said assuredly. The last penguin, very tall and unusual with the scars running across his face and over his beak, a mowak hairstyle, and a slightly crazed smile was getting bored. He hacked, and then a newspaper came out of his throat. He immediately sat down and began to fold it into a wrench. “Rico, give Kowalski your attention. You know he gets sensitive about people ignoring him.”

“Yes, well, we need a few items that should be easy to find around the zoo: dials, a feather, a power source.”

“Kowalski, you don’t have a power source? You’re usually more on the ball then that.” Skipper reprimanded Kowalski, who sighed.

“I know, I know, but I’ve been so worried lately about Alice catching us so I haven’t thought of a good powersource yet! As stated previously, I’m not using McGuffium but that does limit the options”

“Solar power?” Private offered.

“No, then the dimensionator would have to be out in broad daylight. The people can’t see it.” Kowalski pondered.

“I leave it up to you.” Skipper waddled off. “We’re training in five boys!” And he went up the ladder to the more visible part of their habitat in the Central Park Zoo.
**
Once all four took their places in the above ground part of their habitat, Skipper began to give the orders for training: “Turn, dodge, bob, weave, duck, plie, jump kick, roll...” He set Private and Rico to attack each other, then stepped back to officiate.

"Skipper, can I talk to you for a second?" An otter's head broke the surface of the water. She quietly gestured to Skipper who waddled over to the otter and gestured that Kowalski should referee.

"Of course, Marlene. What is going on?"

"Honestly, I think the rats are planning on taking over the lemurs’ habitat-"

"Fine by me."

"Yeah... but that's not why I came here. I just over heard the people talking". Her voice dropped to a whisper. "And I found out The Lunacorns have been cancelled." Skipper quickly glanced over at Private who was busy defending himself against Rico's attempts to put him in a chokehold. Considering the size difference, he was doing fairly well.

"Are you SURE Marlene?" he hissed.

"Reasonably. We should talk to Phil and Mason but-"

"GET OUT OF MY BOUNCY!" King Julien's voice reverberated from the lemur habitat. "You rats are very much common! And not lemurs! So get out!" Skipper sighed and rubbed his beak with his flipper.

"You get back to your habitat, we'll take care of this."

“But, Ski-” But Skipper had dived from his perch in his habitat and began to swim around to build up speed. Rico, Private, and Kowalski followed him. The penguins used their speeds to get out of the water, to vault over the fence and then they landed on their stomachs and immediately began sliding towards the lemur’s habitat. Marlene just sighed and used the inter-zoo water system to get back to her own habitat.
**
“Massive rodent, state your objective.” The penguins easily got into their defensive mode, which meant Skipper taking the lead while the three backed him up and prepared to fight.

“Yo, we was just takin’ this habitat... I mean askin’ to share it, right?” the rat tried to explain, while he held the lemurs upside down.

“They are NOT asking to share my wonderous domain! They took MY stuff! It is MINE! Oh, and they also wish to control our food. And they took Mort.” King Julien scrambled to hold on to his crown while Maurice just sighed.

“YAY! I’M A HOSTAGE!” Mort’s muffled cry came from somewhere in the bag over the rat’s shoulder.

“And you are not acting innocent. Men, Operation: Jane Goodall!” Skipper threw Rico who vomited a smokebomb at the rats’ feet. Private jumped onto Kowalski who threw him at the large rat. Private hit the rat and the rat fell so the rat struck his head on the stone dais in the habitat.

"Give up. Rodent, and we might let you live." Skipper ordered as his team jumped back into formation.

"I don't think so, especially since the chubby one should be out crying"

"This is pure muscle, perfect for a living weapon." Skipper threatened.

"No, not you, the young one. I thought he would be out since The Lunacorns were cancelled."

"What?" Private asked as he broke formation, but the rat turned around so his tail could attempt to knock out the crew before escaping. All but Private dodged.

"Well, we're off to save Sad Eyes." Skipper waddled over to Private who had curled himself up in a ball. "You can NOT get weepy, Soldier. We have work to do."
**
The penguins attempted to plan their next move. Private's sobbing while he held his Princess Self-Respectia unicorn style Lunacorn doll had long since moved from "annoying subordination" to "possibly treason".

"As we know, the rats' sewer base and close ties make it hard for us penguns to sneak into the base. " Kowalski shouted over Private's din. "And due to Officer X being fired due to... possibly us, we can not trick animal control into taking the rats out."

"And they could take out Sa- Private! At attention!" Private's sobbing slowed down until he only hiccupped. He slowly stood up. "You have solo training to accomplish. I want you to RUN around the zoo ten times, then wake up the chimps to confirm what the rats said about The Lunacorns, have I made myself clear?" Skipper was only inches away from Private's beak, who nodded frantically.

"Yes, Skipper! I understand Skipper!" Private fled from the room to begin his exercises.
"As I was saying, we may want to just try the direct approach."

"That is the best one! Rico, we'll even let you make things kaboom." Skipper slapped Rico on the back, and he vomited up a bomb.
**
"Couldn't this have waited until morning?" Mason, the speaking chimp, blearily moved along in the moonlight. His companion, Phil-aka the one who could read but not talk- nodded beside him.

"I .suppose but Skipper ordered it to be done now."

"That penguin needs to unders-" But the three hid as soon as they approached a ranger station, a light was on.

"Yes, I understand. But we don't have any transfer records. I'm looking at the computer now. Coney island is not supposed to transfer animals over here." Alice, the human zookeeper could be heard behind the window. No one in the zoo understood how she could keep her job, she openly hated the animals and children. "Look, all I can tell you is that if we were supposed to get that menagerie, it would have showed up on the shipping lists." She listened "No, we don't have the space for-" But her voice grew faint and a door slammed.

"What...?"

"Sorry, Private, it looks like the rats told the truth. " Mason translated for Phil’s sign language. "Lagging sales of merchandise and a lowered viewership caused the Nickbro company to cancel The Lunacorns. The remaining episodes will be aired, but after that..." Private didn't even notice Phil and Mason dragging him out the window as Alice suddenly returned.
**
"Ah, Private, you're back! We're going to attempt to use my-" a visibly blackened Kowalski trailed off as Private slowly slid down the stairs to their base. "I take it-"

"Yes, but the chimps and I overheard something else." Private said dejectedly. "Where's Skipper?"

"Over here!" Skipper waddled over from a corner where he had spread out a map of the New York sewer station. "What is it, Private?" Rico appeared and vomited up a pen which he handed over to Skipper.

"We're getting an unexpected transfer from Coney Island" Private mumbled. “And The Lunacorns were cancelled.”

“An unexpected transfer... that IS strange.” Skipper began to pace and stroked the bottom of his beak with his flipper. “ And Alice knew nothing about this? Was it one or many?” Skipper turned on his heel to see Private quietly hugging his Lunacorn doll. “Oh, it was cancelled, wasn’t it?” Private nodded.

“Not enough people watching and buying things, Skipper. It’s a good show!”

“Er, yes, of course it is.” Skipper flubbed. “I still need you on the ball for this mission though! We need information from the humans and we need to rescue Mort.”

“Aye, aye, Skipper.” Private sighed. Skipper waddled over.

“And, when this is over, you get to watch a Lunacorn episode. IF you do well.”

“Really?”

“Yes. But we have a job to do first!” Skipper placed his flippers behind his back, Private snapped to the “Attention” position.

“SIR! YES! SIR!” Kowalski hefted his shrink-ray, and Rico grinned that barely sane grin.
**
The penguins slid on the ground until they reached the manhole. Rico vomited up a stick of TNT and they slipped into the hole, then used the walls of the sewer to jump and propel themselves forward above the ground so they could avoid any booby traps the rats or they themselves set up.

"What the deuce?" Unfortunately, the rats had thought of that and strung floss across the sewer walls to trip up the penguins.

"Ha ha! Gotcha this time." The lead rodent (who was easily three times the penguins size and so muscular that it would make any body builder jealous). "I see you’re back for your tiny compadre"

"A. penguin never leaves an animal behind. Give us back Sad Eyes." Skipper, as always, took point. Rico vomited up scissors and began to cut through the floss.

"Nope, a hostage is good. We keep him, we get that lemur's food."

"But Ringtail hates Sad Eyes. They only reason he keeps him around is to kick him, to have someone to worship Ringtail, and to have a menial servant." Rico cut through his floss and began to work on Kowalski and Private. "Plus, he wouldn't give up his food anyway. That lemur defines the word greedy."

"So, no fresh food?"

"Nope. Rico!" A quick tug and all the floss broke except for a strand they all clasped and swung to the side of the sewer where there was a small pathway. The four pulled themselves into attackmode, but had to duck from the tail attack again.

"Spice up your style, giant rodent" Skipper taunted. The penguins performed a slow tactical retreat to lure the rats into the zoo. The rats charged and the four scattered. Skipper slid across the zoo ground, up a wall, and corkscrewed onto the leader rat. Kowalski put the shrink-ray to good use by shrinking most of the rats. Private and Rico got the rest by Private using Rico as a machine gun and hitting them with bubblegum balls.

"Oh! My Mort! " Julien scrambled through the rats. "Where are you so I can kick you?" He pulled the mouse lemur from the jumble of bodies. “Oh, there you are.”

“YAY! I’m rescued!”

“Yes, and now I can kick you once you hug my feet.”

"Kick? Yes! My cold fu-" Kowalski was beaned by a thrown peach. The large rat shook off Julien and Skipper and stood up.

"Is that all you got birdies? Man, why did we lose to you before?" The rat mashed his fist into his hand.

"Rico?" Rico vomited up a video tape, strung out the tape and threw it over the rat. This was followed by string, twine, rope, and floss. The rat overbalanced, and fell over. "And that's why we always win."

"Hey... this is my Lunacorn tape!"
**
"So, we can use my cold fusion reactor to run my dimensionator!" Kowalski cheerfully explained to the bored crew. Private was half-listening, but was mostly focused on brushing Princess Self-Respectia. Skipper was attempting to play chess with Rico, but Rico kept on chainsawing pieces off the board.

"Ooh, you are making a machine to make dimes? I must have it! That way I can buy a new crown, a new, bouncy, and a new Mort!" Julien skittered down into the base through the hole under the penguins food dish.

"OUT!"

"No, Skipper, I must hear of this! Maurice? Take down the royal notes." Maurice, an aye-aye, couldn't fit the notepad through the hole, so he went around to the back entrance with the larger door.

"No notes. You're not using it." Skipper demanded.

"But-"

"OUT!" Skipper ordered. Julien scrambled out as Rico threw things at him. Maurice was right behind him. "Continue..."

"Well, it will tap into our brainwaves, find out what we most desire, and finds a dimension that matches that. Then, we use this button-" he pulled out a device with a red button on it. "...and warp ourselves back here. I suggest we use Private as our first test, once I completely finish attaching the power source and testing if the machine works."

"What? Why me?"

"Yeah, why him?" Skipper repeated in an insulted tone of voice.

"Well, you are rather... paranoid, Skipper. And violent. Any dimension of yours we may not be able to escape easily. Rico is... Rico. His love of violence and all... and well... sci-fi doesn't look good for anything that isn't a robot."

Point taken. Private, give him a flipper."

"But-"

"No buts. Drop the pony and-" The other three penguins tackled Private.

"What about the transfers?" Private asked under the pile of penguins as they managed to get part of a flipper onto the device.

"Oh, good point." Skipper, Rico, and Kowalski got off and the four slid off to the zoo headquarters. Behind them, the machine crackled into life.

“Jack... castle... Prin... Sel...tia...ner...nice...”
**
It was empty, so the four took up their normal hiding spaces. Skipper hid in the shelves behind the desk, Kowalski hid in the filing cabinet, Rico hid in the water tank, and Private hid in the desk itself. They rummaged for any information about the transfer, but struck gold when Alice came into the room.

“Listen, I don’t care what you say. We don’t have the room for all of those animals. Our aquatic section is rather low. And I don’t think you want some of them sharing space with the otter.” She paced the room, and sat down in front of the computer. She brought up some invoice and began to tap on the keys in a rather annoyed way. This wasn’t too different from her normal behavior. “Look, the penguins don’t have enough room for the others either.” Another pause. “Yeah, we may have room for the bunny. What harm can it do?” Alice sighed. “Fine, ready the shipping orders.”

**
“Yes, of COURSE we need to bring the giant bunny along, it’s in the shipping orders!” one of the humans yelled out. Something big was happening on Coney Island that day. The star attraction, the dolphin, was being moved to a new location... along with the giant bunny, a group of lobsters, and the puffin that was a transfer from the Hoboken Zoo. Now they were all being transferred to the Central Park Zoo.

“Will this work?” a lobster whispered.

“Of course it will, red one. Now that I have my memory back, we can attack Skipper on his home turf. He will never expect it.”
**
“Well, we’re leaving.” Skipper waddled around the hall. “We need to test this invention before the new residents come.”

“But, what if someone finds our base?” Kowalski asked.

“Well, we can deal with that when the time comes. We will have even LESS time to do any of our work. Especially if it’s one of our nemeses being transferred.” Skipper continued to pace.

“But none of them can be transferred... I think.” Kowalski rubbed underneath his beak and then took out his notebook.

“Even better.” Skipper slammed his flipper onto the table. Chess pieces fell to the floor. “Private, give Kowalski a flipper.”

“But-”

“NOW!” Fighting every inch of the way, Private was forced to put his flipper onto the machine. Instantly the machine registered the four penguins and warped them out.

**
“Private, is your deepest desire to meet with the LUNACORNS?” The four penguin commandos stood in the middle of a large room, surrounded by at least eight pastel colored horse like creatures.

Chapter 2

View Online

“Well, I did. But not like this.” Private looked out between his raised flippers. “In fact, I don’t know these at all.” The four penguins stood back to back on a table covered in dishes in a reasonably sized room, and looked out at the various ponies. There were two normal horses, but one was pink while the other was tan with yellow hair, two more were pegasi, one yellow with pink hair the other blue with rainbow hair, another pair consisted of two unicorns, one purple but for a black mane with pink and purple highlights the other pure white except for a purple mane. The last two were a mix of unicorns and pegasi. One of those was pure white with an aurora borealis type hair while the other was midnight blue with hair reminiscent of the night sky outside. The penguins turned on the table slowly and Rico bumped a plate over.

“PENGUINS!” The yellow pegasus rushed over. “What are you doing here? Are you too warm? I should get some ice. You’re so cuddly, here-” She reached for Private.

“Operation: Lunacorn. GO! GO! GO!” Skipper shouted. Rico gobbled up some nearby seeds, while Kowalski grabbed him and primed him like a gun. Skipper grabbed Private and tossed him at the pink horse, but the purple unicorn caught Private in some sort of energy bubble and put him back on the table. The orange horse knocked Rico out of Kowalski’s grip. Rico fell onto the table and seeds sprayed everywhere.

“May I ask, who are you?” The white pegasus/unicorn walked around the table until she stood right in front of the four penguins. They retreated back to their fighting stance.

“You didn’t see anything.” Skipper insisted as he waved his flippers around in vaguely oval shapes. “Rico!”

huang! Rico coughed up a smokebomb. It exploded and the four penguins slid away in a strategic retreat.
**

“GUARDS!” The guard ponies ran into the room and began to minister to their princesses. “No, no, ignore me right now.” They stepped back. “Four... what were they called again?”

“Penguins.” the yellow pegasus whispered.

“Yes, penguins. They teleported into this room and attacked the Element bearers, my self, and my sister. ASSUME they are simply reacting and are not trying to topple my kingdom.” The ponies nodded and rushed off to find the intruders.

“My sister, thou hast scared the new recruits.” the blue unicorn/pegasus whispered to her sister while the other ponies in the room pulled themselves together.

“I’ve never seen anything like that.” the white sister muttered.

“The penguins? I thought thou knew I watched over the cold areas of the earth as well.” The darker sister smiled. “But, no, never hast a penguin...er...” They looked at each other for a second. “What DID they do?”

“Military training.” the purple unicorn finally said. “And one of them is apparently Pinkie in penguin form.”

“No, they aren’t.” the pink pony said, apparently she was Pinkie. “I can’t vomit things up at will! Or shoot like that. I kinda want to though. Wouldn’t it be fun to shoot out candy like that or something-” She continued to ramble. The blue pegasus put a hoof in Pinkie’s mouth.

“I’m going to look.” the blue pegasus stated then flew up to the ceiling before flying outside. The other ponies nodded, then split up to find the four penguins.
**
“Men, where ARE we? Kowalski, analysis.” Skipper looked around the large room full of stained glass windows.

“We appear to be in the land of the Lunacorns.” Kowalski surmised as he looked at the windows which mostly showed ponies either suffering from evil or defeating it. “It’s an actual dimension?”

“I... don’t know if this is the actual dimension, Kowalski.” Private muttered. They heard hooves so they slid under a chair.

“Tarnation, where did those penguins go?” The tan pony paced in front of the chair. She sat down, revealing three apples on her flank for the first time. “Come on, Applejack. Time to keep looking. Then I can herd them back to the princess! I hope they don’t mean no harm.” She got up and galloped off.

“What were you saying Private?” Skipper whispered under the chair.

“It’s just that... it just seems different in-” But more ponies were coming into the room. The penguins silently slid from under the chair and then slid into the hall.
**
“Think, Twilight, think.” The purple unicorn paced in the library, completely oblivious to the four penguins hiding on top of the book shelves. The pony named Twilight telekinetically pulled book after book from the shelves. “Penguins thrive in the cold and they like fish, right? So... that should work. We need... well, we’ll need fish.”

“Um, Twilight?” The yellow pegasus walked into the room. “Are you okay?”

“Yes, yes, I’m fine. Fluttershy. How would you get fish?” The penguins retreated yet again.
**

Well, we know we have to be wary of fish.” Kowalski muttered as he scribbled things onto his notebook. The four waddled in a hallway. The sunlight streamed in through the windows as Kowalski looked over his notes. “We now know the names of three of those horses.”

“And what good will THAT do us Kowalski?” Skipper asked back sarcastically. Kowalski shrugged.

“Well, it helps to distinguish them.”

“Other than those bum marks?”

“Really, Pinkie dear, I still think a party would be a nice idea.” The Penguins wall jumped up different columns and watched the pink pony and the white unicorn with a purple mane trot through the corridors. “Don’t you think they would look DARLING in a sort of bowtie? Spike already looks cute in one. Now, what color do you think I should use?”

“Bow ties? Come on, Rarity. Do you think they wear bowties? I just want to throw a party! Penguins! Who can talk! Come on, it’s amazing.” She bounced forward instead of walking. “We’ll have balloons and cake and-”

“Pinkie, please, we need to keep on looking. Princess Celestia and Princess Luna want to make sure they are first. Do you WANT to hold a party for spies?”

“Hmm... nah! I’ll throw a going away party then!” Pinkie and Rarity walked and bounced off.

**
“Skippah, I have come back to surprise you!” A puffin flipped down into the penguin’s base back at the Central Park Zoo. “And I have.... Skippah?” The puffin walked around. “Doktor Mammal-fish, Skippah isn’t here!”

“Are you sure?” An echoing voice called down the hole into the underground base.

“Yes, just this blinky machine.” The puffin hauled the machine over to the only part of the room where it could be seen by someone above ground. “Can you see it?”

“Yes, yes, hmm.... Kowalski appears to have beaten me in dimensionator technology.” The villain pulled himself up onto the small platform then tried to fit down the hole. After he realized that this way would not work, he slipped back into the water and swum elsewhere in order to enter the underground base.
**
“So, what exactly do we know?” Skipper growled. The penguins had wall jumped into a small hole near the ceiling of a large room.

“We are in the land of the Lunacorns.” Kowalski stated. “And-”

“They aren’t Lunacorns!” Private finally blurted out. He curled up slightly. “They can’t be.”

“But isn’t that Princess Self-Respectia out there?” Kowalski asked. Skipper and Rico glared at him. “What? I pick it up from Private.”

“But that isn’t her! It looks a bit like Princess Self-Respectia, but it’s not her. She’s not all... she’s just a unicorn, not a mix. And she doesn’t have any... marks on her bum.”

“They’re called Cutie Marks!” The penguins looked over and saw the blue pegasus floating outside the hole. "I found them!" Skipper hit Rico's stomach and a rubber eraser flew out of his beak. It hit the pegasus in the eye and she flew backwards. The four penguins slid out, wall jumped down the columns onto the floor, and then slid down the hall. “THEY’RE HEADING TOWARDS THE MAIN HALL!”

“I got ‘em, Rainbow Dash.” Applejack galloped out of a hall to the right while Fluttershy appeared a bit farther down. Eventually Twilight teleported in front of them. Skipper motioned to Kowalski, who sped up and stopped just in front of Twilight Skipper then launched Private at Kowalski. Private placed his foot in Kowalski’s flipper, and Kowalski flipped him over Twlight. Rico continued to slid through, but vomited up a rather long rope. Kowalski grabbed one end, Skipper grabbed the other and they tied up Twilight’s legs. As she toppled over, they continued down the hall.

“Skipper, how are we going to get out?” Kowalski shouted. Skipper opened his beak to respond, but Rico suddenly made a mess of indecipherable noises that indicated that someone was up ahead. Indeed, the two mixed up horses were blocking the way out. Skipper stopped short and the other penguins followed suit.

“Well, men, it’s been a pleasure serving with you.” He saluted, and the others saluted back. “EVAVSIVE!” They slid off to the right, but

“FISH!” Rico squealed. A large bucket of fish appeared behind them. Rico turned around and immediately slid backwards.

“RICO! NO!” Private yelled, and chased after him. Skipper sighed and turned around, and Kowalski brought up the rear.

“Alright men, ATTACK!”

“No, I don’t think so.” The white one levitated and separated each penguin as the other ponies galloped up behind the penguins. “Now, who are you?” Private simply gazed at her in wonderment. Skipper tried to slap him. It didn’t reach.

“Well, you mammal. We don’t have to stay here. Kowalski! Use the button!”

“Why didn’t we use it before?” Private asked.

“Because I... dropped it.” Kowalski muttered. Skipper groaned and returned to staring at the white mixed up horse.

“Alright, mammal, who are you?” he finally asked.

“I am Princess Celestia.” she said. “And this is my sister, Princess Luna. Now who are you?”

“You’re not getting anything from me.” Skipper growled.
**
“Well, he ain’t kidding.” Applejack rested outside the room where Luna and Celestia were interrogating the penguins. “What do you think?”

“They’re fast.” Rainbow Dash growled. “When they slide anyway.” She was flying above the rest of the mane six, her blue wings flapping in a frustrated rhythm.

“They have a military mindset.” Twilight Sparkle muttered as she began to read yet another book. “Did you see how they attacked in formation?”

“Yeah, it was all KABOOM and we were all” Pinkie Pie continued to ramble. “Anyway, we should throw a party! Even if they may be spies.”

“Pinkie, Spies don’t appear in the middle of dinner then just run off.” Twilight groaned. “Not even Stallion Noir.”

“I thought he was a radio show detective?” Rarity asked. Unable to deal with the tense atmosphere, she had begun to sew some fabric together.

“He is, but-”

“Then he isn’t a spy.” Rarity argued back. “If he was a spy, then he could be suave and debonair like... like... the agent, Double O Stallion, Manes Bond!”

“I hope they are okay.” Fluttershy whispered. “Penguins are different from ponies after all. What if they are too warm? Or they don’t have enough food? Or-”

“Fluttershy, relax.” Twilight sighed and rubbed noses with Fluttershy until she calmed down. “This is Equestria, we don’t torture our prisoners.”
**
“You can torture me, or my crew, but you will NEVER get-” The leader penguin shut up with a panicked look on his face as Celestia’s needle like horn appeared in his line of sight. The four penguins were standing on a wooden table in an old room in the palace. It had been Celestia’s play room for her students, but since Twilight Sparkle left, it had been been covered in dust. The leader faced Celestia, while the youngest looked backwards towards Luna frequently. The tallest one was at the leader’s right flipper and spent his time just looking around. The one with the scars had hacked up a book of weapons and was looking at it.

“You were saying.” she asked sweetly.

“Um, may I ask that you please move your horn?” the youngest penguin asked. Celestia looked surprised, but did so. “Thank you.”

“So, aside from penguins, what are thee?” Luna asked. Her sister was recording the reactions. “And why art thou scared of needles?”

“I am NOT scared of NEEDLES!” the leader yelled, but his tone and the resigned attitude of his subordinates (Where they subordinates? While they clearly followed his orders, he seemed to value them as equals.) marked his phobia quite apparent. “But what do you want?”

“Your name, for starters.” Celestia asked gently. “Then what you are doing here.”

“Your reactions indicate your arrival... troubled you?” Luna asked while she took rather copious notes. “How did you arrive here? Was this your intended destination? How did you get past our security?” The leader penguin gestured to the tallest penguin. The tallest one took out a notebook of his own.

“My Dimensionator, not particularly, and no idea,” he said as he looked through his notebook. “The destination thing is due to what Pr-”

“Don’t give away our names.” the leader ordered. “Who knows what dark, twisted, ideas she may come up with if she learns our true names.”

“I will know what to call you.” Celestia explained. “I just want to find out what you are up to?”

“No one can know what we’re up to. Not even us.” the leader explained.

“But, um” the tallest one caught himself before he said his leader’s name “Telling our names can’t hurt us, can it?”

“Ask Manfredi and Johnson. They told a spy their names. The next week they were eaten by a trained attack dog who responded to their names.” The leader placed his flippers behind his back in a military pose.

“I don’t have an attack dog.” Celestia sighed.

“Neither do I!” Luna chimed in. She teleported a book into the room. “Might I suggest we call thee ‘Captain’?” she asked the leader penguin. He sighed.

“Well, it’s close.” the tallest penguin said tentatively.

“We should tell them our names.” the youngest one said. The one with the scars stopped looking at his book. “We’ll be staying here until we find the button, right?”

“Fine” the leader groaned. “I’m Skipper.” Skipper gestured to a penguin as he continued. “And that’s Kowalski, Private, and Rico.” The penguins nodded when he said their names. “And we intend to leave here as soon as possible.”

“You see, we really just wanted to test Kowalski’s dimensionator, but then we landed where we landed and then you were chasing us so...” Private trailed off.

“That’s alright, we understand.” Celestia nodded. She opened the door with her telekinesis. “Can you remake it?”

“Well, it should be fairly easy if we have the parts.” Kowalski said after he jumped and flipped off the table with the rest of the penguins. “We-”

“Oh, do you mean this button?” Pinkie Pie pushed a broken switch towards Kowalski. “I found it when I was exploring... but it seems to have-”

“My invention! NO!” Kowalski began to run around in a blind panic, so Skipper slapped him.

“Get ahold of yourself man! You already said you can remake it.”

“My little ponies.” ( Skipper and Rico visibly grimaced )“...this is Skipper, Kowalski, Private, and Rico.” Celestia made each glow as she said their names. “And they will be staying with us for a bit.”

“Can we have a party? PLEASE?” Pinkie asked. She began to hop up and down. “I’ve already been planing it. We can have cakes, and cookies, and pies, and-”

“Pinkie, do you ONLY think about parties?” Rarity asked. Pinkie shook her head.

“Of course not, Silly Billy, but don’t you think that new arrivals should be a good reason for a party!”

“I think it’s a wonderful idea.” Celestia agreed. “Why don’t we have one tonight?”

Skipper fell to his knees and cried out “NOOOOOO...”
***
“My sister.” Luna began as she paced in the room she and Celestia shared for their work. “Dost thou think these... penguins mean to do us harm?” The noonday light filtered through her starry mane. She continued to pace as Celestia signed another letter. Her sister never paid her that much attention when dealing with matters of state. It got rather annoying.

“I have no idea.” Celestia muttered. “But, it can’t hurt to give them a chance.” She sealed up a letter and tossed it into the fireplace. The letter disappeared with a woosh and mist of blue smoke.

“What harm could they do here?” Luna wondered. “Though they are on the lower end of the food chain-”

“Luna, just relax for now. Why don’t you try meeting with Private. He seemed rather taken with you.”

“I doubt he cared much for me.” Luna admonished Celestia, but smiled anyway. Maybe he could see her create the stars.

***
“So, will they just stay in their rooms the entire time?” Rainbow Dash asked from atop the dresser. She just wanted to be up high. That was the trouble with being a pegasus who loved to fly but was staying in an enclosed castle. It wasn’t HER fault this time though. It was... what? The six month anniversary of the six beating Discord. Celestia had just wanted to celebrate. But of COURSE in the middle of the meal those four penguins had to show up. So now Rainbow Dash had to wait around instead of meeting the Wonderbolts like she had planned.

“Well, maybe.” Twilight agreed. “But they don’t seem like the type to just stay in their room.”

“And where will they stay?” Fluttershy asked. “I should go. My house is the best place for them.”

“Hold on there, sugar cube.” Applejack moved in front of the door. “Shouldn’t they be somewhere cold?”

“But, there isn’t anywhere like that in Ponyville. But I have a lake, they’ll like that, right?”

“They should.” Twilight agreed.

“Well, I should go make up clothes for them.” Rarity spoke up from her lounging position on one of the six beds in the room. “Don’t you think they would look DARLING in little bowties?”

“Of course.” Twilight agreed absentmindedly as she looked through her book again. “What do you think Pinkie. Pinkie?” But Pinkie Pie had vanished.

Chapter 3

View Online

“Men. We need to be alert. Aware. Attentive. We need to leave.” Skipper was pacing on the floor of the Celestia’s guest room. The benches were overflowing with gold and pastel pillows. The entire room was done in shades of white. The walls easily gave way to large windows. A very large and soft bed took up most of the center of the room. It would normally be very comfortable and most guests would find it ideal. Except the current inhabitants slept in cement indentations in a wall. They were soldiers, they didn’t need luxury. The other three penguins stood at attention, stared at their Skipper, and tried their hardest to stifle giggles. They knew why Skipper wanted to leave. “Men, when was the last time you saw me surrounded by these mammals? And females? And” The disgusting word appeared to elude him for a minute. “PINK!”

“The time you thought you were a girl.” his soldiers said in unison, before finally breaking down in laughter.

Slap. They stopped laughing as Skipper hit them.

“You know well that was a faulty DNA test! And Marlene is the only female I trust.” He paced a bit more. “Now, how do we get out!”

“You can’t get out until after the party, silly. It would be rude otherwise.” Pinkie Pie found herself trussed up and on her back in only a few seconds. “I’m sorry for interrupting. I just wanted to meet the throw upy penguin again!”

“You mean Rico?” Private asked. Pinkie Pie nodded.

“Well, you can’t have him.” Skipper explained. He strode over to the pony. “Who are you? What do you want?”

“I told you I-” She was cut off as someone knocked on the penguin’s door. Skipper glanced at Rico who threw up a large blanket. Kowalski and Private used it to cover Pinkie Pie.

“Sorry.” Private whispered to her.

“Enter!” Skipper called out as the other three stood in front of the vaguely pony shaped cloth in the middle of the room.

“Have you seen Pinkie Pie? Oh, I never introduced myself did I? I’m Twilight Sparkle.” Skipper instantly began to laugh.

“No, really, what’s your name?” he finally gasped out.

“Twilight Sparkle!” the purple unicorn growled. “Have you seen Pinkie Pie?”

“I’m under here!” Pinkie shouted out from beneath the cloth. “Wow, this would make a great table cloth at Sugar Cube Corners.” It was yanked off of her by the unicorns.

“You kidnapped her!” Rainbow Dash yelled at Skipper.

“No, we defended ourselves!” Skipper argued back. He slid up so he was just in front of her hooves. “She appeared in our barracks!” Rainbow Dash landed in front of him with a thump.

“She’s harmless!... Mostly.” Rainbow Dash admitted. “You attacked her! And insulted Twilght!”

“And I’ll do more if you keep that up. You can not berate my men, Rainbow Hair.”

“Rainbow Hair? I’ll show you rainbow hair you-”

“Darling, why are you yelling at the penguin? He doesn’t know your name.” Rarity cut inbetween the two.

“It’s Rainbow Dash.” Skipper growled. “You are Rarity, the tan one is Applejack, the yellow one is Fluttershy, and the purple unicorn is Twilight Sparkle.”

“We listened to what you called each other.” Private explained.

“But we...” Twilight cut herself off. “You were there, weren’t you.” She got down close to Private. “You were in the library!”

“And the main hall with Applejack, the side halls with Rarity and Pinkie Pie, and obviously Rainbow Dash found us in another side hall.” Kowalski said as he ran over his notes. “What is with those cutie marks?” He turned his notebook over, revealing each cutie mark.

“They are a symbol that appears on each foal’s flank when they figure out what their special talent is.” Twilight began to slip into lecture mode.

“Cut the egg head jibber jabber,” Skipper ordered. “Just get this pink thing out of our barracks! The sooner we get some shut-eye the sooner we get to leave this dimension.”

“Well, that’s partly why we’re here.” Twilight knelt down in front of the penguins.

“I thought it was to find your pink … comrade.” Skipper spat the last word out.

“Pinkie Pie is out friend.” said Rainbow Dash. “And I don’t like your attitude.” She gave her wings a flap and spread them out.. Skipper brought his flippers up.

“Um, excuse me, Skipper.” Private stepped between them. “But wouldn’t it be better to work with the... er...” Private turned to them. “What do we call you?”

“Ponies. We are ponies.” Celestia walked into the room, her flowing mane half hiding her sister behind her. The other ponies retreated further into the room and bowed. Private began to bow too, but stopped when Skipper glared at him.

“And we don’t have time for this.” Skipper began to argue back. “We’re due back at-” He cut himself off.

“Which is why I’m sending you to Ponyville after the party. It will be quicker for you to fix your machine at the library that functions as Twilight’s house” Celestia said with a smile. Skipper tried to stare her down. “And that is an order.”

***

“Don’t worry, little penguins, you are going to stay with me.” Fluttershy said softly as she ushered them to the party. “I have a lake in my backyard and I can make the softest beds for you to sleep in. And if you get hurt I can heal you. That’s what my talent is, I have a special talent with animals.”

“And you get... butterflies?” Kowalski asked. “Fascinating.”

“Well, butterflies are what saved me after I fell from the cloud in-”

“Rainbow Cloud City?” Private asked a tad too loudly. Fluttershy stopped for a second.

“No, there isn’t a city by that name. Most Pegasi, that’s what I am you know, live in Cloudsdale.”

“Oh.” Private said very softly.

“Well, we’re here.” Fluttershy said with a smile. She nudged the door open to reveal...

confetti.

Confetti and streamers littered the room. From what they could tell, the room was about the same size as the room they entered in earlier and well light with candles. The walls were painted in pastel colors and the room itself was filled with many small circular tables.... except for the large on in the center that held all the food. The windows were hung with curtains, and one window was open to reveal a pathway outside that led to a garden of some sort.

“See! I said I would throw a party!” Pinkie pounced in front of the the penguins and Fluttershy. Fluttershy gave a small squeak and tried to hid behind Kowalski. “Now, Rico... can you help me? I can’t find my-” She practically dragged Rico off.

“And that’s our Pinkie.” The remaining three penguins turned to see Twilight walk up to them. “Fluttershy, are you okay?”

“Yes, I’m fine now. Pinkie just scared me.” Fluttershy wandered off slowly.

“Your name was Kowalski, right?” Twilight knelt in front of Kowalski.

“Yes, it is. Is your name really Twilight?”

“Yes. Were you really curious about our cutie marks?”

“I, er...” Kowalski was suddenly fascinated by Twlight’s horn. “Wait a second, you’re a UNICORN!” Skipper groaned and his head hit his flipper.

“Yes, Kowalski, she’s a unicorn.”

“But, but, but... unicorns aren’t supposed to exist!” Kowalski finally stuttered out.

“Kowalski.” Private spoke up. “This IS a different dimension, right? So then might unicorns exist?”

“Good hypothesis.” Kowalski muttered. “Or, er, I really should just be accepting this as fact, shouldn’t I?”He turned towards Twilight. “So, do you have access to a miniature cold fusion reactor?”

“Well, no.” she said. “But I do have a lab in the basement of my library! If you know how to make it, maybe we can remake it?”

“If his boss will let him out of his sight.” Rainbow Dash landed on the floor. She glared at Skipper.

“Listen, civilian, your friend surprised us. We were well within our rights to capture her. I didn’t even let Rico blow her up!”

“In what universe is it okay to blow ponies up?!” Private left the two arguing. He quietly left the hall and went outside. His beak dropped. The sky was strewn with stars and the moon gave a brilliant light onto the ground below.

“Dost thou like it?” Private glanced behind his back to see Luna slowly walking up to him.

“I...I... I have never seen so many stars! It’s gorgeous!” he said.

“Really? Dost thou... not come out at night?” Luna asked. She walked ahead so that she could rest on the edge of a small hill. She looked up at the night sky. Private slid up next to her.

“No, I do. But... Manhattan has so many lights that they block out the stars. I like them, but I can’t see them unless I leave Manhattan. And I can’t leave everyone like that.” He sat down and looked up too.

“Thou mentioned Lunacorns when thee first arrived.”

“Oh, yes. The Lunacorns are a show on the telly. It’s an educational TV show about imagination, good citizenship and proper grooming. Friendship and empathy come up often too.” Private felt Luna move over slightly so he could rest on her body. “I like it. Kowalski tolerates it. Rico and Skipper would rather watch Ninja wrestling which is on at the same time.”

“Oh. What is...T.V?.” Luna asked slowly.

“Oh, I wouldn’t know how to explain it. Kowalski would be a better person to ask,” Private said. “These stars are beautiful.”

“I made them.”

“You what?”

“I made them. I am the princess of the night. It is my job to raise the moon and create the stars every night. My sister’s job is to raise the sun.”

“Wow... The Lunacorns never mentioned that.” Private whispered. “So, what else does everyone do?”

“We try to work in harmony. The Pegasi are responsible for the weather, the Earth Ponies for the food and the Unicorns for the shops. But while that is how things tend to go, it is not uncommon for someone to do something unusual. Fluttershy, for example, works with the animals, Applejack also runs the family business, and Twilight runs the library which isn’t technically a shop.”

“Good point.”

“What is it you do?”

“Oh, well... I try to help other animals. Sometimes. But I’m not sure how much I can talk about it.”

“I can-” But they were interrupted by an argument spilling onto the grass. Private instantly got up and began to slide over while Luna cantered. They arrived to find Skipper and Rainbow Dash arguing - still- while the other ponies and penguins spilled out.

“Hey!” Pinkie got between them. “This is a party. We don’t fight at parties.” Skipper glared at Pinkie Pie and prepared to jump either her or Rainbow Dash, but the other three penguins quickly tackled him.

“Skipper, we’re guests.” Private said softly.

“Private’s right. Guests don’t fight their hosts. Not unless the guests are undercover,” Kowalski tried to explain.

“And we’re not undercover. Right, Skipper?” Private put in. Rico nodded quickly behind Private.

“No.” Skipper groaned underneath them. “But she displays no respect!”

“You need to earn it.” Rainbow Dash called back. She gave a grin. “You can fly right? Wanna race?”

“Um, Rainbow Dash.” Twilight whispered. “Penguins can’t fly.”

“What? They’re birds, of course they can fly.”

“Rainbow Dash? They’re aquatic birds. They swim instead of fly.”

“Well that’s stupid.” Rainbow Dash snorted.

“And that’s the way Mama Nature made us. Do you have a problem with Mama Nature?” Skipper threatened as he slipped out from underneath the other penguins.

“Nope. I just have a problem with bullies who insult my friends!”

“And I have a problem with mammals who threaten my crew!”

“I wasn’t threatening your crew.” Pinkie said cheerfullly. “But I can see how you could think that. I did just show up and you are trained for surprises.” Her answer did nothing for Skipper and Rainbow Dash, who continued to glare daggers at each other. “Why don’t we get back to the party? We still have cake.”

“It’s ten o’clock. It’s time for my men and I to hit the hay.”

“But Skipper-”

“No buts, Private. I am your commanding officer, and we need to keep ourselves rested if we’re going to have a chance of surviving here.” Skipper turned to go, but was cut off by a large, white, hoof.

“Skipper, I think it would be better to bow to tradition here. We ARE guests. And this seems like a decent party.” Kowalski whispered. Skipper glared, but relented.

“Go, get the pie.” he muttered. Rico ran off with a cry of “PIE!” while Pinkie bounced off after him. Kowalski went back to his notebook and returned to talking to Twilight. Private and Luna watched as Skipper and Rainbow Dash brought up the rear by entering the room at the same time. Skipper slid underneath Rainbow Dash as she galloped in.

“My princess, shall we go in?” Private offered a wing, before he realized that she was too big.

“Thou art much more respectful than thy compatriots.”

“I’m British. We know how to treat royalty.”

***

“So, you see, by the use of the quantum entanglement spell in conjuction with the piping we may have a chance to reconstruct your machine!” Twilight happily rambled as Kowalski took notes.

“But would the magic match up well with electricity?”

“We, don’t have constrained electricity.” Twilight admitted. She watched the penguin in fascination. He scribbled drawings as quickly as he could onto the notebook he carried.

“Well, that might not be a problem. If we can somehow set it up under a thunderstorm-” he gave a smile.

“Not a problem.” Twilight said with a grin. Kowalski looked at her in shock. “Then Pegasi don’t control the weather where you come from?”

“Nope. No one does.” Kowalski replied.

***

“So, I told her that if she wanted pie, she needed to talk to Madame Flour!” Pinkie lay on the floor and smiled at the scarred penguin who altered between laughing and making incomprehensible babbling noises. “I know! I would want to have some of that awesome cake too! I couldn’t make it though. When we get back home, I can bake you a cake! Or we can have Mr. and Mrs. Cake bake you a cake. Then we get to babysit the twins!” Rico said something that sounded like ‘Babysit?” “Yep, babysit! The Cakes have twins and since I live with them I get to take care of them!” Pinkie got up. “Come on, Rico, we need to go out and get our candy on!”

“CANDY!”

“If you don’t like me, why are you following me!” Rainbow Dash snarled at the penguin who called himself Skipper.

“Because I don’t back down from a challenge.” Skipper replied. He cracked his flippers. “And you, Rainbow Hair are quite a challenge.” He glimpsed Rarity over Rainbow Dash’s shoulder and immediately hid inbetween Rainbow Dash’s wings.

“And you don’t want Rarity to put a bowtie on you?” Rainow Dash grinned.

“Yeah, that too.” Skipper admitted. He shook out his feathers, jumped, and landed on the table. “Anyway, civilian, what is your duty?”

“My duty is to organize the -” Rainbow Dash stopped as Rarity fled back across the floor.

“Hide me.” Rarity whispered. She looked over her shoulder in sheer terror. Rainbow Dash groaned. It took every ounce of her self control to keep her from clobbering the white unicorn walking towards her.

“I heard there was a party here. I see it is something more... common.” Prince Blueblood sneered. Rainbow Dash tensed. “And we seem to have guests.” He looked down at Skipper who wore a neutral expression. Rainbow Dash noticed the other penguins had stopped whatever they were doing to watch their leader. “And what, pray tell, are you?”

“I am a penguin. And you are?” Skipper crossed his flippers.

“I am Prince Blueblood. I came here to be entertained. Apparently there is nopony here worth my time.” He turned to go, but as he did so, he deliberately whipped his tail so the cake flew off the table and landed on Fluttershy. Skipper leaped off the table and landed on Blueblood’s back. With a determined expression, he took hold of Blueblood’s mane and tugged so Blueblood’s head jerked back.

“Ooff.” Blueblood groaned. “Get your common hooves off my body!”

“Did your mama ever teach you manners?” The other three penguins abandoned their ponies and slid over in front of Blueblood. Skipper let go of the main and ran up and over Blueblood so he landed in front of his crew. The four instantly switched into an defense pose, each ready to switch to attack at a moment’s notice. “Apologize now!”

“And why should I?” Blueblood taunted. “They are just common fillies who ruined the last Grand Galloping Gala.” Skipper pushed himself upwards and headbutted Blueblood.

“Listen. They are females and are to be respected as such. I may not like them giving me orders, but I will NOT stand by while you insult them. Especially for being women.”

“Wait a minute.” Rainbow Dash snorted. “You insulted us for being female!”

“No, I did NOT. I have an issue with you for trying to usurp my chain of command while being female. But just because you are female doesn’t mean you are unworthy. Just, in the wrong place.” Skipper explained as a cold breeze whipped through the room, causing the candles to flicker.

“If that is really what you think, I fail to see what your issue is-” Blueblood sniffed.

“The point is, Pinkie Pie decided to throw this party. And you threw cake on the person who will be letting us stay at her house. That paints you as a bully. And I hate bullies.” Everyone but Rico got into a battlestance. Rico vomited up numchucks instead. Blueblood snorted and left.

“Mine sister, perhaps we should send them to Ponyville now?” Luna whispered. Celestia nodded.

“At the very least, we can figure out what to do with them.” Celestia muttered back. “They aren’t fitting into Equestria well, are they?”

“Just one is not. The others seem fine.” Luna said. “But we should hurry it along.” A cold wind blew into the room and extinguished the candles.

***

The penguins explored the train that would take them to Ponyville. They were quite comfortable with trains - one of their main modes of transportation WAS the MTA subway after all- but the comfortable equine based chairs were rather unusual.

“Twilight, what is Ponyville?” Kowalski asked as he looked out of the window. Private had finished exploring and was moping since Luna could not come with them. Skipper was outright ignoring the ponies, but was spending his time coming up with counter measures for any attacks. Rico was busy chatting with Pinkie... somehow. Fluttershy was discussing something with Rarity, while Applejack and Rainbow Dash were playing some sort of game to pass the time.

“It’s the town where we live.” Twilight explained. “It should come into focus soon.”

“Oh, and what’s it like in your... town.” Kowalski wasn’t sure when he had last seen a town. Twilight seemed to glow with happiness. She rambled on and on about her favorite place to live. Canterlot was nice, but Ponyville was where not only the rest of her friends lived, but the rest of the people she had grown to known. There was Lyra, and the Doctor, and the clumsy pony with odd eyes who refused to state her name... There were hills overflowing with green, Zecora who was always willing to explain things, businesses where the owners actually knew the customers by name, and her home.

“I’m sure you’ll like it, Kowalski.” Twilight said with a grin. “I live in a library. I bet you have never seen so many books!” She glanced at him, he looked a little disappointed.

“Twilight, I can’t read.” he admitted. “Don’t you dare doubt my mind, but I’ll need you to read the items out for me. I can examine the diagrams though!” He gave a very odd grin. “Diagrams about time and space! Oh, such wonderful things... Do you have a space program?”

“No, I don’t think so.” Twilight mused. “LOOK!” She pointed with her hoof as a smile grew across her face. “Ponyville is in sight!” The other ponies and penguins came over to look out the window.

“That’s our home.” Applejack said with a proud smile.

“I can see my boutique!” Rarity said with a smile.

“And Sugar Cube Corner!” Pinkie added.

“And my house!” Rainbow Dash said proudly. “What? Everyone else got to say something.”

Skipper had only one thing to say.

“Not more pink.” he groaned.

Chapter 4

View Online

“So, they really are good babysitters.” Applejack peered back towards the closed curtains of Sugar Cube Corner. With Mr. and Mrs. Cake out for a few days, it was the perfect place to store the Penguins until everything was set up. They just had to take care of the Cake twins for a few hours.. “Who would’ve thought?”

“Do you really think it’s a good idea to leave Pumpkin and Pound with them? Rico does throw up dynamite after all.” Pinkie bounced around. “So, what’s the plan?”

“We need to keep an eye on them. The sooner they leave, the sooner we don’t have to worry about them... waking Discord or something.” Twilight Sparkle put each of her blueprints on a table in the center of town. “Now, we need to get them safely to Fluttershy’s house, at least for now, and then we can decide how we are going to go about this. I don’t see a problem with them staying in Ponyville, but should ponies know they are here?”

“Well, why not?” Rainbow Dask asked as she hovered over the scene. “It might give them something to do with their time.”

“You just don’t want to deal with them do you?” Twilight asked. “They can get annoying, but we need to send them back home.” She rubbed her forehead. “At least they want to go home.”

“So, what’s the plan sugar cube?” Applejack asked as she trotted up next to Twilight. “Do we need to hide ‘em?”

“Well, for now.” Twilight admitted. “But we can just use a cart from your farm, right?”

“That seems about right. We should head out then.”
***
“Guys, have you seen the penguins?” Marlene jumped onto the lemur’s habitat. As was normal for the day, Maurice was pampering King Julien while Mort was trying to make smoothies. Well, maybe not exactly normal. Smoothies were Maurice’s job.

There was a reason why they usually didn’t let Mort near the blender.

“Why should I deal with those silly penguins?” Julien asked. “Maurice, fan me more over my head.”

“Because SOMEONE just moved into their lair.” Marlene hissed and moved the fan away. “Hans is there!”

“I do not know this... Hans.” Julien said. “But why should I worry?”

“They’ll take away your access to the Penguin’s TV.” Marlene growled. Julien started and then kicked Mort off of his feet.

“But I need it for the new booty shakes!” Julien sunk to the ground. “How will I learn the new ways to dance?”

“Wait, what do you mean ‘They?’” Maurice asked.

“They.” Marlene repeated. “It’s more then Hans. There’s some lobsters and some rabbits and I think there is someone else but I don’t know who.”

“Then why are you bothering me? The Penguins deal with them.”

“Because THEY ARE NOT THERE!” Marlene hissed. "They disappeared last night. My best guess is that Kowalski got his latest invention running. I wonder why he didn't invent a teleporter before..."

"It does not matter to me." Julien growled. "What matters is their tv! Now, you all shut up a little while my brain comes up with a brilliant plan..."

*****
"Really, I don't see why we need to sneak around at all." Rarity sighed as she searched for spare cloth the penguins could use for blankets. "It's not lying to say Fluttershy will be taking care of them."

“I’m more worried about what they could do. “ Twilight muttered as she paced. “They broke into the castle without a sweat.”

“Well, they did say they got there on accident.” Applejack said as she checked the cart again. “So, that’s how they got past security.”

“But HOW?” Twilight asked. “It’s Canterlot Castle. The most secure castle in the world, do you think they just teleported in?”
***
“You really think Kowalski invented a teleporter?” Mason asked as he sipped his tea. “Well, I wouldn’t put it past him....”

“I know, it’s weird.” Marlene muttered. “They don’t usually leave without some precautions. But the place is wide open.”

“Maybe it is because of the transfers?” Mason asked. Marlene looked over. “You didn’t know? There are quite a few transfers coming today.”

“But, why are we receiving transfers? Where is it coming from? Hoboken?”

“Yes, of course.” Mason said as he looked through the paper. “Do we get them from anywhere else?”

“Fair point. But why now?”

“Why else? Someone thinks the zoo is dull” Mason argued back as he finished pouring his tea. Marlene resisted the urge to yell at him.

“It doesn’t strike you as odd? The Lunacorns get cancelled, the Penguins disappear, these new people show up...”

“Are you suggesting Private kidnapped them?”

***

“No, of course not.” Fluttershy muttered as she prepared the bed in her cottage. “I would love to take care of them. I wonder how the penguins sleep. I’m sure my beds will be lovely.”

“I doubt it. I bet they sleep on beds of pure fire.” Rainbow Dash glowered. Twilight gave her a look.

“Rainbow Dash, they are penguins. They need cold.”

“Oh, I should make a blizzard then.” Fluttershy muttered. She began to walk out the door, but Rarity pulled her back in.

“You won’t have to if this weather keeps up.” Applejack muttered as she gazed out the window. A cold wind whipped by and took a few leaves off the tree. “I thought Winter wasn’t supposed to happen for a few more weeks?”

“It’s not.” Rainbow Dash replied. “I’ll have to talk to Cloud Kicker.”

“Well, does it matter?” Rarity asked. “Well, I suppose it does. I need to change my stock...”

“And I want to make snowponies!” Pinkie Pie giggled.

“We should get moving.” Twilight muttered. “We need to move them out.”

***
“We can’t move them out.” Marlene explained to the zoo animals. “Not officially anyway. Alice is in charge of that.”

“What, you wish to relocate them?” Mason asked. Marlene nodded. “But why?”

“It just seems too suspicious. They come in, the Penguins leave... Why?” Marlene paced.

“Coinci- You are right, this is Skipper.” Mason sighed. “If they didn’t plan on this...”

“Why would they plan this?”
***
“They absolutely planned this.” Rainbow Dash stalked the ground. “They are-”

“RAINBOW DASH!” Twilight shouted. “Why are you so angry?”

“Because they are going to destroy Equestria!” Rainbow Dash’s chest heaved in anger.

“You are acting up.” Twilight replied. “I know you aren’t really getting along-”

“It’s more than that! Then come into Equestria and they try to ruin everything!”

“Sugar cube, they aren’t trying to ruin everything. They just have their own perspective on things.”

“You don’t have one attached to you.” Rainbow dash growled.

***
“Maybe it’s a good thing they are gone.” Leonard the Koala offered. “No more bombing our habitats in the middle of the night!”

“Yeah, but what happens when you want to sneak out? Or you want some food? Or when Alice and Officer X team up.” Marlene pointed out to the assembled animals. “We need them. And if they disappear when these guys reappear that CAN’T be a good sign.”

“If they took out the Penguins, aren’t we in trouble? Other than Joey of course.” Roy the rhino glared at Marlene. “The Penguins are our only line of defense when we’re in trouble.”

“The timing is suspicious, but I don’t think they had anything to do with the disappearance.” Marlene muttered. “I’ve seen one of the new arrivals before. Skipper would love to get his flippers on him... and vice versa.”

“So, maybe he already did.” Leonard worried.

Marlene half laughed in response. “Really, Lenny, this is SKIPPER. If he had been taken down, half of Manhattan would be in rubble.” She frowned. “Or all of it. And someone would have warned us. If not Skipper then Private or Kowalski.”

“Then where ARE they?”
***
“Maybe we should get them a map of Equestria. Can they read?” Applejack asked.

“No.” Twilight said as she looked through the directory. Setting all this up was harder then she thought. They needed more than just beds. “Can we order fish?”

“Maybe, but it could take a while to get here.” Fluttershy said quietly. “What kind of fish do they eat?”
***
“I have no idea.” The smaller zoo animals were hiding beneath Alice’s window. The Parks commission had called Alice about the Penguins missing and the transfers. Judging by Alice’s tone, the commission’s talk wasn’t going too well. “I know they disappear for a long time sometimes, but this is without a trace? And when those-” She stopped as someone yelled at her. “I know, but we don’t have a tank. And what does a tank have to do with catching penguins? A ground search is the best we can do right now. What else do you expect us to do?”
***

“Princess Celestia, I appreciate the vote of confidence, but I can’t believe you expect me to build a lab in a few hours!” Celestia sighed as she read Twilight’s ornate handwriting. It had been a long day for all of them. All Celestia wanted was to relax after the long day of negotiations and governing. Celestia sighed a moment, took in how comfortable her rug was, before picking up her quill with her magic and began to draft a short letter back.

“Twilight Sparkle, you know we need that lab up and running if they are to get any chance of going home.” Celestia looked over her note before sending it off again. “Luna, do you think we are doing the right thing?” She could hear her sister’s magic as she pulled her breakfast together.

“Why would we not?” Luna said as she looked into her mug of coffee. The day was already starting to wind down and she was preparing to raise the moon that night.

“Well, would they cause any problems to Equestria?” Celestia asked as she waited on her response. Luna raised her mug and thought. Luna liked her mug. Pinkie Pie had made it for her after Nightmare night. True, Cygnus wasn’t a chicken but it was the thought that counts. Though how the earth pony made such an accurate representation of the stars was beyond her.

“Mayhaps, but I do not think so.” Luna finally said. “Thou art not forgetting that they want to leave too.”

“And they didn’t know about us. We just need to get them out.” Celestia thought. A scroll dropped in front of her. “Now, what will you say?”
***

“I say we use the underground tunnel to attack.” Marlene hissed to her small group... it mostly consisted of the lemurs. Actually, it entirely consisted of the lemurs. “We’ll have the element of surprise.”

“But don’t one of them know about the underground tunnel already? That is where he came from last time.” Maurice argued back. “Can we flood the place?”

“No, no, they are mostly aquatic so that won’t do any good. And Kowalski’s inventions are there, one of them could explode or something.”

“Then let us attack through the Private’s fake fish!” Julian said as he thrust his hand up. “After all, what can possibly go wrong?”
***
“Do you REALLY want me to answer that.” Twilight growled. Magic coursed through her as she organized the library to prepare for Kowalski’s visit. “I can’t just share all of my research with somepony that can’t read!” Spike scrambled after the books that flew everywhere. “And what if he doesn’t know the Scientific theory?”

“I’m sure he knows the scientific theory.” Spike said patiently as he picked up another book on non flying birds. “Everyone knows scientific theory! Even Lyra! And she’s a musician.”

“Fair enough.” Twilight said as she settled down. “Now, bring me some equipment.”

“Why?”
***

“Why should we not attack with all star bogeying?” Julian demanded as he paced in front of the habitat. "There is a style of fighting that is as glamorous as me that is based upon the dancing."

"Because you are not trained in it." Marlene explained. “But, you are right about the fish.” She dug into the corners of her cave. “And Kowalski left some of his equipment here the last time they used this as a base. We have a shrink ray, the loveulazer, and a jetpack. What are we going to do with the Lovulazer?”

“I do not know.” Julian admitted. “Shall one of them fall in love with these bushes?”

***
“I’m not going to dignify that with comment, Rainbow Dash.” Twilight sighed as she looked over the town. “How can they be this quiet?”

“Because it’s sundown.” Applejack yawned. “Most ponies are off and getting ready to hit the hay.” Applejack tilted her hat to keep the setting sun out of her eyes, then something struck her. “TARNATION! THE CAKE TWINS!” The six looked at eachother, then galloped (or flew in Rainbow Dash’s case) down the hill into the city.

“Pinkie, I-” The mayor looked shocked as they whipped by her.

“SORRY MADAM MAYOR!” Pinkie yelled as she hopped away. “I HAVE TWINS TO SAVE!” The ponies fought down the urge to run away as they got closer to Sugar Cube Corner. Finally they slowed down just around the corner.

“Ready to go in?” Twilight asked.

“I’m scared to see the damage.” Applejack admitted.

“Is it on fire?” Rarity finally asked. Rainbow Dash flew up a bit.

“Nope, still there.” The others sighed and walked towards the door. With a small sigh, Pinkie nudged the door open.

“I’m Back!” She shouted.

“Pull up a seat and sat a spell while this spooky spell I relate.” The ponies gasped. It really wasn’t as bad as they thought. True, the cake twins were tied up with Pumpkin actually weighed down by an anvil, but they were comfortable, if the mush on their faces was any indication they appeared to have been fed, and Kowalski was currently serenading them with a story about a haunted bus.

“How did you do this?” Twilight finally asked. Rarity set about untying the twins while Fluttershy cleaned up the mess around the twins’ mouths.

“Just instinct, Miss Twilight.” Private saluted as they all got into formation behind Skipper. “Male penguins take care of the young.” The three penguins other then Skipper assumed “At ease” positions. “Now, what can we do to help?”

“Just... we’ll take you to Fluttershy’s.” Twilight said. “Just get into the carriage.”

“Roll out men.” Skipper ordered. The four penguins slid across the floor and propelled themselves up and into the carriage that Applejack had left outside the door. Twilight covered the carriage with one of Pinkie Pie’s blankets then prepared to walk out the door with Applejack and Fluttershy.

“Um, do you think this will be alright?” Fluttershy asked. “I have never helped penguins before.”

“Dont’cha worry, Fluttersy. They seem to be self sufficient.” Applejack said as she trotted along. “They just need a place to stay. I’m sure your house will be fine.” A cold wind blew inbetween the buildings. “Well, if your place is insulated.”

“I know that, but-” Fluttershy said. “What about Angel?”

“Then Angel gets a friend that can keep up with him. Don’t worry, Fluttershy, everything will be fine.” Twilight assured Fluttershy, and possibly even herself.

***

“No, things will NOT be fine. Seriously, what made you think you could even attack me?” Marlene tried to break out of the trap, but she was stuck hanging upside down and staring at the puffin before her. She HAD to talk to Skipper about some of the intruder systems. What were they doing in HER pool? And then to drag her through the Zoo until she arrived outside of their habitat?

“Hans, you’ll never get away with this!” She shouted. Hans just rolled his eyes. The Puffin was very similar to the penguins except in three aspects. The larger and more colorful beak, the orange lined eyes, and the fact Hans was completely evil. The penguins could at least hide their psychoticness behind an armies’ professionalism and the fact they did try their best to be good.

“Do you know how cliche that sounds?” Hans asked in his harsh scandinavian accent. “I know you, Marlene. You can come up with something better then that.”

“You aren’t the one who’s inside the penguins base! Wait, I need to think that out again.” Marlene muttered.

“No, I’m not. I’m still trying to undo the booby traps. How paranoid has Skipper gotten?”

“Well, quite paranoid to be honest. But that’s beside the point!” Marlene shouted back and pointed at Hans. Hans just smirked.

“My dear Marlene, you are the one hanging upside down.”

“HELP!” came from behind Marlene.

“Along with the lemurs.” Hans groaned. Marlene tried to smirk back. “Well, I can use you to defuse the traps.”

“What do you even WANT in there?” Marlene finally asked. “The most recent thing Kowalski invented was the loveulazer and that’s not working anymore.”

“Not a what, but a who! I want to punish those penguins for repeatedly exiling to Hoboken. Not even the rogue zoo keeper, why am I telling you this?”

“Yeah, well, the penguins aren’t here anymore. The brainy one did something and they’re all gone.” Julian twisted in his own vine trap.

“They’re gone?” he repeated. “Well, what about that?” His beak twisted into an evil grin. “Now, I shall be having some fun with Kowalski’s toys.” Something moved in the Penguins pool. “And so will he.”