Maximum Ride: Cause Saving Just One World is Too Easy

by Jspang

First published 9th of March, 2012

A Maximum Ride x mlp crossover cause why the buck not?

Maximum Ride and the motley crew of mutant birdkids have been through a lot. From rescuing the youngest of the group from the hellhole where they were created, to a flight for their lives across the country, even going to Germany to put the CEO of Itex, a polluting mega corporation, behind bars. Surely they deserve some downtime, don't you think? Nope.

This story takes place between books 3 and 4 of the series.

(I do not own the ponies, Maximum Ride, or any members of the flock. Those are copyright of Hasbro, Inc. and James Patterson, respectively. Legal stuff, legal stuff, blah, blah. Look, if I was trying to claim ownership of these characters I wouldn't label it a crossover, now would I?)

Chapter 1 *Rewritten*

Author's Notes:

So here's the deal: I've already said that I'm not happy with how this story was written, and now that I have more free time because I'm done with school until August, I thought I might try and give this crossover another chance at life. Please don't expect update speeds to be very fast, but I promise I will do my best to make them more frequent than they were when this story was in its infancy. I'll leave each previous chapter up until I put the rewrite up, but I think the initial story changes will be pretty apparent in this chapter at least. Hope you guys enjoy this.

I skirted around a flyboy so I could deliver a bone-crushing sidekick into the base of its spine, which, shocker, crushed its bones. The werewolf-like robot crumpled due to its critical design flaw, and I sneered with satisfaction before turning my attention to another. After dealing with that one with an uppercut that literally lifted it off its feet, I caught sight of Ari covering my back.

Ari, a genetically engineered werewolf from before they all went digital, also happened to be my younger half-brother (long story), and I could not be prouder of him as he tossed flyboys and hostile mutants over his shoulder. It was hard to believe he was only seven. As he lunged at a flyboy who had hit him with a vicious punch, Ari paused and slowly sank to his knees, looking confused. I felt my blood turn to ice.

"Cover me!" I screamed at what was left of the flock, not caring about the intense crack in my voice. I grabbed him underneath his arm, trying futilely to pull him to his feet.

"Max?" he asked, a puzzled look on his face.

"You hurt? You get shot? Where?!" I demanded desperately.

His eyes were full of fear as he stared into mine. "I just... Oh Max." In that moment, I saw the scared little kid that he really was deep underneath his wolfish exterior.

I felt him slump in my arms and his eyes glazed over. As I screamed his name and shook his shoulder, the noise of the battlefield faded away. Everything slowly disappeared until I could only see him as I searched frantically for a pulse I would never find. I knew, deep down, that he had expired. He had reached the arbitrary date those bastards we call whitecoats had decided would be his last day on Earth. Eventually, even his corpse faded away, and I was left in a blank expanse, with nothing to do but scream and choke back sobs.

----------

I bolted awake in a cold sweat, still screaming Ari's name. I had been plagued by the same nightmare ever since that horrible day at Itex, despite finally being able to settle down in my mom's home. It was incredibly refreshing to wake up from nightmares to find a soft bed as opposed to waking up from nightmares to an unyielding cave floor, a tree branch, or even the ground. To be brutally honest, the regular forced reliving of Ari's death not even my first encounter with death, in nightmares or otherwise at the hands of the School, the sick and twisted laboratory where the we were created.

We, of course, being the flock and I. We were each taken or given from our mothers' wombs and grafted with about two percent avian DNA. That two percent goes a long way. We all have stamina, strength, and appetites far larger than those of the average human. In addition, all of our senses have been heightened. Also, there's the whole kids with wings thing. Due to our rather unique situation, the six of us have been the closest we've each had to a family for years. Up until recently, when we decided to stay with my mom, Dr. Martinez, and my half-sister, Ella.

As I got up to change out of my pajamas, I felt the hair on the back of my neck stand up. "You know, Fang, this has the potential to become both awkward and creepy." I turned to face the dark-haired boy, who was standing not even a foot from me before I noticed him.

He shrugged with a ghost of a smile. "Trust me, I've already seen more of you than I ever need to again." We're pseudo-siblings, remember? Don't make it weird. His not-quite-a-smile faded quickly, and his mouth became a grim line. "You had that dream again." It wasn't a question.

"I don't want to talk about it," I said stubbornly.

Fang grunted and shrugged again. "Dinner," he finished in his trademarked terse manner.

I glanced outside to see the sun beginning to set far out on the horizon. So my circa-whatsit rhythm's a bit off. Sue me.

As I descended the stairs behind Fang and entered the kitchen, I felt like I was walking into a war zone. This was nothing new, though. Every dinner at Mom's house for the past two months has been the same. At least she had finally taken our appetites into account. There was enough food on the table to feed a small army, or six birdkids, two normal people, and a small, black terrier who insisted that he sit at the table. That food didn't remain intact for long, though. Whether it was being shoveled into a flock member's mouth or thrown at another flock member, everything was being used, for better or for worse.

The flock makes for a strange bunch. For starters, there's me, Max, the de facto and semi-reluctant leader of our motley crew. Fang is the closest I have to a second-in-command and basically embodies the tall, dark, and handsome stereotype. Iggy is tall even by our standards, pale, and completely blind due to a failed whitecoat experiment. Us three are the oldest at fourteen. Nudge is the next oldest. The eleven-year-old is a sort of mocha-colored chatterbox who literally never... shuts... up. The Gasman is an eight-year-old with an affinity for explosions that gets him and Iggy into way too much trouble. Also, never stand downwind of him... ever. There's a reason he has the name he does. Finally, we have Angel. She and Gazzy are the only ones among us related by blood, and it shows. If Gazzy was female and not disgusting, he'd basically be Angel. The six-year-old, however, can be scarily manipulative when she wants to be, due to her ability to read and even influence minds to a varying degree. So yeah. That's essentially us.

"Could someone pass me the potatoes?" Total asked, lifting his muzzle momentarily from what used to be a steak.

Oh, that's right. We also have a mutant dog named Total who can speak fluent English. Don't question it. Everyone in our family is super weird. The only remotely normal members are Ella and Dr. Martinez.

I smiled to myself as well as I could while I stuffed my face and watched the chaos unfold. After the hell our lives have been up to this point, it was wonderfully nice for the worst of our problems to be whose turn it is to clean the kitchen. That said, I was still gonna try anything in my power to get out of it.

Finally, dinner came to an end, and I was unable to weasel my way out of cleaning up. Joy. However, I was filled with hope as I spotted Nudge walking to me. Perhaps I was to be saved from this torture by a loving sibling.

"Hey Max, I got that 'homework' you asked me to do. Good luck with the dishes."

So much for sisterly love. I pocketed the sheets of paper she handed me, grateful that she at least waited until no one was around to ask about the homework I had apparently assigned her.

----------

It took about half an hour to clean up after everyone (mostly due to our less-than-stellar eating habits). When I finally finished, I retreated to Ella's and my shared bedroom to go over the "homework" that I had received from Nudge. Luckily, Ella was currently helping my mom with some random chores, so I was able to read privately.

You see, Itex has a nasty habit of funding hellholes like the School, so we don't really like the company all that much. On top of that, Itex was never fully dissolved. All we managed to do was put its CEO behind bars. Because of that, I had asked Nudge to keep an eye out for the mega corporation's sinister-sounding schemes through a high-tech laptop that was still connected to Itex's private satellite network. It may have been a strange thing to ask of an eleven-year-old, but the kid was ridiculously good with computers, due to mutations that happen in all of us seemingly at random.

I quickly skimmed through the sheets of paper. They outlined an "exciting and prosperous new investment opportunity" known as Project New Beginnings. To me, it sounded far too similar to the By-Half Plan, a cruel plot to literally reduce Earth's population by one half. If these wackos were at it again, then, like it or not, I had a responsibility to put a stop to it.

That's it, Max, an androgynous voice in my head quipped. Now you're focusing more on saving the world. You're on the right track.

Did I mention that I have a voice in my head who is hell-bent on getting me to save the entire freaking planet? I'm pretty sure I got it during the blue-light special at Kmart.

I sighed. Not now, Voice.

About ten minutes later, I had gathered the flock in my room and briefed them on the situation. We had each packed a small bag in case of an emergency, and were all anxious to make the day... day-and-a-half-long journey. The papers hadn't really said anything important other than the location and time of a demonstration not far from here. It was happening in two days' time, which wouldn't give us much time for a plan of attack. Luckily I had never been very fond of those.

Turning towards my window, I glanced over the short but heartfelt note I had left my mom. Satisfied that everything was in order, I threw open the window. As the cool night air rolled over me, I tightened the drawstrings of my windbreaker and relished in what was to come. With one last look and smirk at the flock behind me, I took a running leap through the window. A second passed before my wings snapped open, catching me just before I hit the ground. I whooped as I did what I was created to do and sailed off into the night, confident in knowing that the others had my back, both figuratively and literally.

Chapter 2 *Rewritten*

Total poked his head out of my backpack. "Are those overgrown pigeons gone yet?" he whispered nervously.

I chuckled to myself as I removed him from my pack and zipped him up in my windbreaker mid-flight; not an easy feat, by the way. "The hawks broke off about an hour ago, Total."

"Well excuse me for looking just like their normal prey! I think it's safer to err on the side of caution! I don't want to end up as some bird's dinner!"

"Soooo... Max," Nudge piped up from the far end of our loose "V" formation in a way that she thought was subtle. "While we're on the topic of food..." The other flock members' chorused agreements headed off any objections I had been about to voice, so I nodded to Fang and he started passing out fruit bars and beef jerky. I would have preferred to keep the food on me, but carrying a dog that can put away twice his weight ruined that plan.

"This is all we're eating until we stop somewhere, so make it last," I warned, trying to ignore the groans of disappointment. Jeez, apparently a couple months without constantly having to fight for your life make you pretty soft. "Suck it up," I offered sympathetically. Paragon of compassion, that's me.

The next two hours or so passed largely without incident, until I caught sight of Gazzy and Iggy whispering to each other and snickering. My finely-tuned stupid-kid-ometer being what it is, I immediately knew something was up. "What are you two planning?" I growled, already knowing what their answer would be.

"Nothing!" they shouted in unison far too quickly and loudly to be anywhere close to convincing. I knew I wasn't going to get anything from them, so I turned and we continued on our merry way.

That is, until I heard the whistling noise that told me some kind of projectile was approaching very quickly. Luckily, I had been expecting something like this, and dropped down a few feet in time to watch a frickin' water balloon sail to the ground below. Whipping around, I beheld the two pranksters flying above the rest of the flock, cackling like maniacs as they winged (get it?) weapons of mass hydration in every direction.

I caught a balloon directly to the face as I stared and sputtered as I tried to reorient myself. I cleared the water out of my eyes just in time to catch Fang grab Gazzy and remove his backpack in one fluid motion. He used the backpack to block the two balloons that the eight-year-old tossed at him, and then dug through it for the remaining ones to pelt Iggy into submission, all the while wearing an incredibly wide grin that we hardly ever see.

It was only then that Nudge and Angel finally stopped screeching, though I suspected that Angel was just playing along. I never cease to be amazed by Iggy's ability to hide innumerable amounts of bombs, and now water balloons on his person. Even though I hate his habit, and it worries me greatly, I can't deny that it's gotten us out of quite a few potentially lethal situations.

Once we all wound down from our impromptu baths, I realized that we were slowing down. It wasn't really surprising; we had been flying for the better part of five hours with no breaks. Using this knowledge alone, not at all influenced by the golden arches of goodness below us, I made the executive decision for a stop. None of us had thought to bring money, however, so we were forced to resort to dumpster diving. Just like old times, I guess.

We descended on the fast-food joint like a bunch of hungry mutants on a fast-food joint, heading straight for the back and, more importantly, the dumpsters. We landed and began quietly sifting through the garbage. You'd be surprised by the amount of perfectly good food people throw away. I settled for a burger that couldn't be sold but was still plenty edible, half a package of fries, and a salad that had barely been touched. None of it tasted particularly good, but it sure beat the crap out of charbroiled rat.

"I found veggie burgers!" Nudge whispered loudly, if that was possible, while thrusting the sandwiches into the air. Poor thing. She had been traumatized by the sight of hawks tearing defenseless animals apart and can no longer bring herself to eat meat. It doesn't really bother me. It just means one less person to compete with at the dinner table. Or dumpster. Whatever.

The sound of a door opening around the corner jarred us out of our meal. We silently launched ourselves into the air and made it onto the roof in time to avoid an acne-ridden teenager carrying a trash bag and singing some angsty punk rock song to himself. After he tossed the bag in one of the dumpsters and went back inside, we headed off to find somewhere to spend the rest of the night.

Leaving the pinpricks of light that were the town behind, we decided to bunker down in a small forest for a few hours. As one, the flock banked and began a lazy spiral down into the trees below.

While everyone was settling into a tree of their choice, I turned to Iggy. "Yo, Ig. You've got first watch. Wake me in two hours."

Now, you may be wondering, "Why would Max make the blind guy take the first watch, or any watch, for that matter?" Well, my dear reader, do you know what it's like to hear a fly cough from fifty yards away? Cause Iggy sure does.

We were all asleep in less than a minute.

----------

Around mid-afternoon the next day, we were hovering over a large staging area surrounded by a group of about thirty flyboys and half as many whitecoats. At the front of the stage sat a small, unobtrusive podium equipped with a microphone and flanked by two speakers. However, the real eye-catcher was bolted in the center of the stage. It was what I could only describe as a stargate. It was a huge circle of some very reflective metal with black rings every foot or so around its length. The whole thing was about ten feet tall and just as wide. I take a moment to appreciate the fact that, if not for their tendency to brutally murder anyone with a cough, then cancer, STD's, and all other diseases would be cured in an instant. But no, they choose the murder route. Yippee.

A woman taking her place in front of the podium in front of the stargate snapped me out of my thoughts. She cleared her throat once into the mic and the small crowd instantly fell silent. I figured she was higher-up in Itex, or something. I don't know. She had a microphone. that makes her important, right?

"Ladies and gentlemen," she began, "I am sure that by now word has reached you about the unfortunate incident in Germany, involving some unruly, failed experiments and the premature cancellation of the By-Half Plan." Three guesses as to who she was talking about. The first two don't count. I allowed myself a self-satisfied smirk as she continued. "If you are here today, then you have come to the same conclusion that my colleagues and I have: our future lies not in this world, but the next."

It took Iggy, Gazzy, and Nudge a lot of effort not to burst out laughing at that. Fang and I shared a meaningful glance, and his grimmer-than-usual expression told me that he and I had come to the same conclusion. this "Project: New beginnings" wouldn't exist without heavy research behind it.

I looked back down as the executive began speaking again. "I and a small group of Itex's elite researchers have moved beyond the boundaries of genetics to create this machine, the AG-01." Stargate sounds so much cooler. "When activated, this device will punch through the fabric of space and time, which we have determined is quite thin in this area." I guess that explains why school passes so slowly here. Wait, no it freakin' doesn't. Trying to understand these guys' logic makes my head hurt. "When it does this, the AG-01 will open a doorway into a new world, where we can be free from disease, free from corruption, and free from the meddling mutants known as the flock! There, we will be able to sire a new, perfect human race!"

I wonder if this is anything like how Hitler's rallies went.

"Oh come on!" Nudge cried as loudly as she dared. "What are they basing this off of, a bad fanfiction?! Who knows what could be on the other side of that thing, if anything at all?! What will they do if the other world is uninhabitable?! Are they desperate or just stupid?!"

I tried to give her a hug in mid-air, but it didn't work out so well. "Once again, supposed genius logic is picked apart in seconds by an eleven-year-old!" I said as I righted myself. I didn't mention the fact that I pretty much believed the machine would work perfectly, despite Nudge's point. I just had a feeling.

We both hushed up once we realized Lady Adolf had started speaking again. "Today, we will depart from this world. This contingent of robotic eraser units will be outfitted with enough provisions to last us approximately one month. By then, we will have conquered the indigenous species and will be accepting regular tributes." Well. This just escalated beyond people wishing to escape. I realized that I couldn't let them follow through with this. It just wouldn't be right. It did make my Hitler analogy painfully accurate, though. While I was lost in my thoughts, the flyboys (robotic eraser units sounds lame) were reaching underneath the stage for enormous, military-style backpacks and putting them on.

I was snapped out of my brooding once again by the woman's last announcement. "Now, the moment you have all been waiting for. Power up the AG-01!"

At this, two whitecoats took up positions on either side of the stargate (no, I'm not going to stop calling it that) and began pressing buttons on control panels that I couldn't see. A loud hum filled the air, and the inside part of the ring split in two. As the two whitecoats continued their work, the space between the two halves began to glow a brilliant blue, and the humming increased in volume. Suddenly, beams of light, the same shade as the glow from the gap, lanced across the circle from all angles, coalescing into a rippling field of blue light. At this point, the hum hurt our ears, even at this height.

"The portal will remain open for one month just in case!" The woman had to scream into the mic to be heard over the noise. "The eraser units will enter first! Please form a straight line so we can march into our glorious new beginning!"

I can't let them do this, I thought to myself.

You're damn right, you can't, Max, the Voice chimed in.

It was then that I made one of my famous snap decisions. They're famous because they end up being genius or monumentally stupid. I had a bad feeling that this one was going to fall into the second category.

"Guys!" I screamed. "Come on! We gotta follow them!"

I tucked my wings in tightly and dove, not bothering to check if the others were doing the same. The wind tore at my clothes and hair and the g-forces played hell with my face, but I stayed on course. Blinking the tears from my eyes, I caught sight of the last whitecoat stepping through the bright blue plane of light. The distance between me and the portal shrank rapidly.

I shot through it at what must have been close to two hundred miles per hour. I immediately felt as if every cell in my body was being stretched past its limit, and then flattened like tiny pancakes. My last coherent thought before I lost consciousness was how guilty I felt for leading everyone to their deaths.

Chapter 3 *Rewritten*

I woke without a sound, something the flock has learned to be quite good at. I looked up and almost let out a shout of surprise, not a girly shriek of terror, because that would be lame. Towering over my prone form was a flyboy. My heart went berserk, and I readied myself for an assault that never came. The flyboy just stood there, completely immobile, as I prepared to take off at a millisecond's notice. They must have been programmed to await further orders on the other side. Breathing out a quiet sigh of relief, I sat up and took stock of my surroundings.

I was in a rather large field surrounded on all sides by a dark, oppressive-looking forest. The rest of the flock, along with the whitecoats, were strewn about around me, still unconscious. They were inter-spaced by the other flyboys standing at attention and looking for all the world like soldiers ready to go to war. Or maybe just finished with one.

On the edge of our impromptu dog pile, that same expanse of blue light hung about a foot in the air. It emitted a hum that was of a much more manageable volume than before. I decided to deal with my shattered worldview later. I crawled silently over to Fang, who happened to be closest to me. When I tapped him on the shoulder, his eyes shot open without the rest of his body so much as twitching. From there, the two of us navigated the minefield of idle robots and unconscious bodies, tapping shoulders and hands until every member of the flock was awake. All their eyes turned to me.

I looked around at the thick forest all around us and thought I could make out a mountain with some sort of structure built near its summit in the distance. Wherever this place was, it was a far cry from the sandy desert we had left. Sighing, I realized, not for the first time, that I was completely out of my depth. I decided the first thing we needed to do was get our bearings. I began to communicate this to the flock in our own made-up sign language, but was interrupted by a groan coming from behind me. I whipped around just in time to get a great view of Hitler lady's baby blues widening to the size of dinner plates. Great.

"Flock! Up and away! Now!" I screamed before she had a chance to react. I sprinted a few feet before launching myself into the air and flapping hard.

We were already in the air before I heard her yell after us "It's the mutants! Kill them!" I looked back to see flyboys shrugging off backpacks and giving chase. Catching up with Fang, I grinned with satisfaction as we flew side by side and watched the others pair up like we had rehearsed. Yes, rehearsed. We all split up in order to lose our pursuers. I thanked any and all deities that may or may not exist that these weren't the flyboys that had guns built into their arms.

After watching the flock pairs speed away with flyboys in pursuit, Fang and I sped up to keep ahead of our own pursuers. I looked over to check if Fang was keeping up with me, and for a moment, our eyes met. He smirked. "Just like the good ole days, huh?!" he shouted. Sadly, it was true, minus the good part.

I shook my head. Somehow, the dude is a brick wall ninety-nine percent of the time, but the second we're caught in a life-or-death situation, he becomes a freakin' stand-up comedian. "Let's lose 'em in the trees!" I yelled as a response, pointing at the thick, green carpet beneath us, and we dove into the forest.

Underneath the treetops, it was a lot harder to fly, but the flyboys had a much tougher time of it. Their much higher body mass meant a much larger wingspan, and they weren't built for maneuvering in tight spaces. We did it for fun. Even so, stray branches and twigs whipped at my face and clothes. I had a couple feathers painfully torn out by narrowly avoided collisions as well. The grunts and hisses of pain beside me told me that Fang was both keeping up with me and faring about the same as I was. Then, I heard a much more pleasant noise.

The flyboys were crashing into and through trees in a glorious cacophony of crunching metal and splintering bark. It took me all the self-control I had to keep my eyes focused in front of me. I barely resisted the urge to look back and feast my eyes on the havoc being wrought. They wouldn't be down for the count completely, but hopefully this would discourage them from following us and give us time to plan our next move.

As the crashes slowly faded behind us, Fang and I gradually killed our speed. My heart was still pounding, pumping large amounts of adrenalin through my veins, but I took a few deep, calming breaths and slowly began to relax. "All right, we'll take a breather here and then we're gonna go find the others," I told Fang, who nodded as he unzipped backpack, allowing Total to exit and let out a comically large gasp.

"You know," he boasted as he leapt from the backpack to the forest floor, "if you guys had just let me at 'em, those flyboys wouldn't have been let off with just a couple of dents."

I rolled my eyes, but otherwise ignored the yorkie's inflated ego. Leaning against a nearby tree, I finally got a good look at the forest around us. The trees were very close-knit and hung overhead menacingly. Even though it was mid-afternoon, the thick canopy above us made the forest as dark as night. Shadows lurked everywhere, around every tree, triggering my trademarked, birdkid paranoia. On top of that, there was an overwhelming feeling of... wrongness to the whole forest, as if someone or something was very unhappy about my presence. Good thing I'm so used to that.

Alright, Voice, I thought, I'm here now. Where is here and what should I do? I don't know why I expected an answer from the cryptic apparition in my head, but regardless, no answer was forthcoming. Fine. Be that way. I don't know if you can snarl a thought, but I sure tried my best.

I turned back to Fang, who was observing me with a rare, worried look on his face. "What'd the Voice say?"

"Nothing. As usual," I snapped back.

"Great. I'm gonna be honest, Max. I don't like this. We have no idea where, or hell, when we are, and that worries me. There's not knowing what you're getting into, and then there's suicide. We are asking for trouble right now."

I was floored. Not only did Fang rarely say more than five words at a time, but now he was expressing genuine fear and worry. This was bad. I opened my mouth, presumably to say something witty, but I never got the chance.

I was cut off by a feminine, piercing scream sounding from deep in the forest, followed by the loud crunch of metal. I didn't recognize it as Nudge or Angel, but it didn't matter. Some poor girl was in trouble, being attacked by flyboys meant for us. Fang and I rocketed through the trees in the direction of the scream.

----------

Spike the dragon trudged warily through the Everfree Forest, eyes darting to and fro, keeping a vigilant, if terrified, watch on the shadows surrounding him and his companion. Said companion was a lavender unicorn by the name of Twilight Sparkle, who-Look, you guys know who these characters are. Let's move on.

Twilight had been aware of Spike's nervousness since they had entered the threatening forest, and finally decided to do something about it. "Oh, Spike. You need to relax. Just enjoy the scenery and try to stop thinking about the Everfree's countless, belligerent creatures that are indigenous to the area."

Twilight Sparkle is not known for her confidence boosters.

Spike shivered and hopped up onto his surrogate sister/friend/mother/it's complicated's back. "Too late, Twi. What do we do if-no-when one of those belligerent creatures find us. What then?"

The unicorn looked over her shoulder and shot her surrogate son/brother/assistant/it's still complicated a self-confident smirk, lighting her horn with a small amount of magic. "Then I handle it."

The young dragon met her smirk with a blank stare. "Like you handled the manticore, the cockatrice, the hydra, and the parasprites?"

Twilight sputtered for a moment before responding, indignant, "Manticores are usually fairly docile, it caught me by surprise, that one was in Froggy Bottom Bog, and those don't count because Pinkie Pie. Besides, I think I'm a bit more experienced in dealing with dangerous creatures since I arrived in Ponyville, don't you?" The unicorn nodded to herself, confident that her point had been made, and continued her determined walk through the forest. Suddenly, she paused, remembering an important part of her argument. "Also, shut up."

Spike just rolled his eyes. "I just don't think a couple potion-making lessons with Zecora are worth these strolls through the most dangerous part of Equestria."

"Spike, if you're scared, you don't have to join me in these lessons," Twilight pointed out gently.

The dragon grumbled something about not being scared and resumed his vigil, right up until a dragonfly crossed his field of vision. What's with that name, anyway? he wondered, idly tracking the insect with his eyes. It's not as if they look anything like us.

He was extricated from his thoughts quite violently by deafening crashing noises emanating from the trees to their right, sounding worryingly close. Feeling Twilight freeze beneath him, Spike tried to hunch down closer to her before inquiring nervously, "You heard that too, right?"

"Yes, Spike. It would seem something large is heading this way/" She gulped, trying to keep her voice from shaking. "I guess you were right about this one." The mare took a defensive stance and called up an aura of magic around her horn. Spike hopped off of her back and grabbed a nearby branch that he apparently intended to use as a bludgeon. Bless his little, reptilian heart. The crashing noises had now ceased, and had been replaced by the sound of not one, but several beings cutting a determined path through the underbrush. The sound of hoofsteps increased until, all at once, they stopped. Spike's grip on his branch tightened and the aura around Twilight's horn brightened in anticipation of some sort of attack.

The unicorn strained to make out a sound, until a voice pierced the silence. "Request directive confirmation." It sounded nothing like a pony. It reminded Twilight of recordings: tinny and artificial. Pony and dragon alike tilted their heads in confusion.

Another voice, sounding exactly the same as the first, but coming from a different direction, responded. "Directive is to eliminate mutants. Two new mutants observed. New targets acquired."

The second the voice finished, seven creatures unlike anything Twilight had ever seen leapt out of the underbrush. Twilight had just enough time to register the appearance of these wolf-like, bipedal monsters (who also had wings?) before they attacked as one.

The mare released an ear-splitting shriek as the creatures surged forward, and flung one of them into a nearby tree with a surprisingly metallic crunch. Spike was able to duck the swiping claws of one creature and swung his branch. By sheer luck, it connected, and the monster seemed to lose the use of its legs and collapse. However, the two did not get a chance to celebrate their minor victories, as two monsters grabbed each of the fighters and wrestled them to the ground.

Twilight frantically tried to charge up a spell as the last one approached. "Resistance is futile," it droned but somehow still managed to sound smug.

It was then that two things happened. First, Twilight released the spell she had been preparing, loosing a blast of energy directly into the face of her approaching aggressor. The ferocity of the attack also startled their captors, causing them to release their holds in surprise.

The second thing that happened took the form of a shout from above.

"I beg to differ!"

With that, two new beings blasted out of the sky and plowed into two of the monsters that had been pinning Twilight and Spike, knocking them to the ground. The newcomers dealt vicious blows to their victims, finally caving in their heads with a pair of sickening crunches.

Twilight gasped at their brutality, but didn't have time to dwell on it, as the other two wolf creatures were advancing on their saviors while their backs were turned. She was about to shout a warning and release another blast of magic, but the new creatures never gave her the chance. They spun around at speeds that would make Rainbow Dash jealous in near-perfect synchronization, and squared off against the remaining two monsters. In seconds, the wolf-like creatures were dispatched in much the same way as the other two. Twilight gasped again. She had never seen a living thing killed before, especially in such a callous and efficient manner.

As the newcomers rose, their victims called out in voices that, even in the embrace of death, were completely devoid of any emotion. "We are many. You cannot overcome us. We are many..." As one, they trailed off. With a start, Twilight realized that the two she had taken care of and the one Spike had crippled were nowhere to be found.

Twilight's saviors seemed unimpressed. "Yeah, yeah. We've heard it all before," one of them-female, judging by her voice-growled contemptuously. Suddenly, a small, black dog came running towards the creatures from out of the bushes, right past Twilight.

"Oh, sure. Just leave the dog in the dust while you two go gallivanting off doing who knows-" he finally noticed Spike and Twilight. "What in the name of?!"

Twilight had thought that she had met her daily quota of nature-defying beasts today (minus Pinkie Pie, of course), but as she gawked at the little dog, who gawked right back at her, she reflected on the folly of offering the universe such an obvious challenge. Spike, on the other hand hoof, had just checked out and was waiting for things to become a little more sane. He was reclining on the forest floor and contemplating moving to a nice cave where his worldview wasn't shattered like a Derpy Express package marked "fragile" on an hourly basis.

The lavender unicorn finally tore her eyes from the talking dog and focused once again on her saviors, finally getting a good look at them. Both stood on two legs like the monsters they fought and were nearly twice the height of the average pony. One, presumably the female from earlier, had a slightly more slender frame with more pronounced curves. A dirty blonde mane cascaded down her shoulders, and incredibly large wings stood proudly from her back, their fourteen-foot span covered in tawny feathers. The other had a thicker frame, but was still very slim; Twilight guessed it was male. His wingspan was even larger than the female's and his feathers were as black as the darkest pitch. His mane was cut much shorter than his companion's and was the same color as his feathers. Other than their manes, they had no fur. Twilight thought they looked rather like shaved monkeys with wings stapled to their backs.

When they finally turned, the mare first noticed that their faces were rather... flat. They had no muzzle to speak of. When the two caught sight of Twilight and her assistant, they started and then froze. The female wore a look of shock and bafflement, while the male's face was a mask of indifference. Contrary to his expression, or lack thereof, the male's posture indicated he was just as surprised as his comrade.

----------

"Yeah, yeah. We've heard it all before," I spat, glaring down at the demolished flyboys. Watching their eyes losing the light behind them as they shut down for good gave me a sense of grim satisfaction. A bolt of pain came from my knuckles, and I glanced down to find that my skin had been cut in several places on my fist. The cuts around my knuckles dripped a bit of blood, and I groaned softly and clasped my hands together as they began to ache. Kids, don't punch metal, especially metal under a thin covering of artificial skin. Granted, I've only been to public school for a month, so I don't know how common that sort of thing is.

Behind me, I heard Total's complaint, and subsequent exclamation of surprise, so I decided that I probably wouldn't like what I saw when I turned around. I could only hope that it was friendly, as I had seen it single-handedly dispatch at least three flyboys without too much trouble. Unfortunately, I hadn't gotten a good look at it for all the weird, purple light it had been producing. Steeling myself, I turned, spotting Fang do the same beside me.

Now, I've been around. I've seen lots of things, horrifying and beautiful. I've seen miserable, failed genetic combinations and experiments that would make most people vomit, I've seen a friend die before my eyes, I've seen the looks of pure joy on the faces of the flock when I told them we were going to the beach or Disney World, and I've even encountered a grotesque being that the flock and I less-than-affectionately refer to as "brains on a stick," but believe me when I tell you that nothing, and I mean nothing prepared me for what was waiting for me when I turned around.

In front of me, trembling in fear, was... a pony. An honest-to-God purple pony with a unicorn horn growing out of its forehead and a brightly colored lizard thing on the ground beside it was giving me Bambi eyes. Just... What even is my life anymore? Xena: Warrior Princess never had to deal with this crap.

I sighed. I was totally at a loss on how to approach this. Obviously this thing was not a normal pony. If the odd coloring, Disney eyes, strange companion, and frickin' horn wasn't enough to tell me that, the fact that it had taken out three flyboys certainly was. Since my mouth was working uselessly, producing no sound whatsoever, I directed my thoughts at my unwanted roommate. Uh, Voice? Any thoughts?

I am just as shocked as you are, Max. I'm afraid I have no advice to offer you about this particular... predicament. Hey, the Voice responded to a direct question. Of course, he/she couldn't help me at all, but it's the thought (get it?) that counts.

I sighed again. I seem to be doing that a lot lately. I turned to Fang to suggest finding the rest of the flock, but the lizard thing chose that moment to sit up with a groan, open its mouth, and, I swear I'm not making this up, the thing talked. "Any more monsters? N? Great." The little reptile jumped to its feet and warily stalked towards us. "Alright. Let's take it from the top. What are you? What are those things? Where did you come from? Why did those things attack us? Are you planning on doing the same?" The little thing had been ticking off his claws with each question, and it-he I guess-recounted them after he finished. He then nodded to himself, satisfied, and waited for answers.

Fang and I just stared dumbly, our mouths open so wide that I felt grass on my chin. Before I could scrape the smithereens of my brain off the inside of my skull, the unicorn stepped forward and scolded the lizard like a misbehaving child. "Spike! They just saved our lives! Be nice!" She, judging by her voice, cleared her throat and looked sheepishly down at the ground for a moment, before continuing. "But I would like to have those questions answered, along with one more. What are your names? I'm Twilight Sparkle and this is my number one assistant, Spike."

Heroically, I managed not to make the painfully easy joke about a certain book series and its relationship to her name, and avoided commenting on her stupid title for her pet/indentured servant. It might have been due to the fact that I still could not form my thoughts into coherent words, but I still count it as a victory.

Suddenly, I regained control of my vocal cords. "Alright!" I began, clapping my hands together. "Fang, I am currently seeing a purple, talking unicorn and her pet lizard-"

"Hey, I'm not her pet, I am a dragon!" The tiny reptile seemed rather indignant. I didn't care.

"Whatever, figment of my disoriented brain. Fang, on a scale of one to Steve Martin in Little Shop of Horrors, just how crazy have I gone?"

Fang seemed to shake himself out of his own stupor at my words. "I don't think you're seeing things, Max. I don't remember ever hearing about two people having the same hallucination."

"I was afraid you'd say that."

At this, the unicorn stamped her hoof in a manner that a girl my age who hadn't been through hell and back seven times would have found adorable. That's not to say I didn't, but I just wanted you to know that I'm still tough and could totally kick your ass for insinuating otherwise. "Hey! I'm right here, you know, and I'd still like those questions answered!"

To my surprise, I actually felt a little guilty for ignoring her. "Heh, sorry," I said awkwardly, rubbing the back of my neck. "Look, just give us a minute to gather the rest of us, then I'll explain everything."

The pony looked taken aback. "More of you? Just what have you gotten yourself into this time, Twilight?" I heard her mutter to herself before addressing us again. "Uh sure, I guess."

She's an eloquent one, that's for sure.

I knelt down and opened my arms, allowing Total to scamper up into them. Fang and I jumped straight into the air and worked to gain altitude. It's a workout and not an efficient way to take off, but it looks impressive as hell. I checked back to see the mare's reaction, but she seemed pointedly unimpressed, like she saw the same thing every day. Tough room.

I started scanning the skies for the flock.

----------

I stirred in my slumber, detecting a disturbance nearby. At first I assumed that it was some of the local fauna, but then I felt it. Power. Not the sheer, magical might of the fool moon princess I had previously inhabited, but a force of will unlike anything I had ever felt before. I could twist this will, and turn it into hate, delicious hate. I could be fed for millenia on the hate of a being such as this.

Willing my intangible body forward, I slowly realized that there was not one, but two sources of remarkable willpower nearby. As I neared, I felt a spike of hatred emanate from one of the sources that was nearly as potent as that of the moon princess for her sister after I warped her thoughts. I was absolutely giddy at the thought of what I could do with this being. For a moment, I was disappointed the the stronger-willed creature had left, but such qualms were quickly banished when I realized that the remaining one would be much better suited for my purposes.

If I possessed a mouth in my vaporous state, I would have grinned gleefully as I willed myself into my soon-to-be host's body. Projecting my thoughts so she could hear, I made my presence known. Greetings, my new host. If you are willing to hear me out, I believe I have an interesting proposition for you.

Author's Notes:

What are your guys' opinions on putting music into fanfictions? I have a couple songs that I think would fit pretty well for Max's character during fight scenes, but I don't want to link them if it would take you out of the action. Let me know in the comments if you care one way or the other. Thanks for being patient with me on these updates.

Also, I'm sure you guys figured it out, but I'm sticking with pre-princess Twilight because it creates fewer plot conflicts. This takes place between seasons two and three. It's lazy, I know, but it's what I'm sticking with.

Also, please know that all comments are read, appreciated, cut out, and pasted on my clothes for public wear.

Chapter 4 *Rewritten*

Turns out, the purple unicorn pony lives in a tree. Go figure. I mean, I had half expected a cave underneath a rainbow waterfall, but whatever. It's still weird.

Our diminutive, quadrupedal (yay, big words!) guide had led to the town that Gazzy had seen, but kept us out of sight in alleys and the like every time another pony walked by. For some reason, she didn't want a bunch of strange creatures with wings causing a scene. It was about the same as being on Earth, except harder, 'cause you know, no humans. Also, there were apparently pegasi and normal ponies (with a given definition of normal) here. I made a mental note to ask Twilight about how they fly on suck a crappy wingspan when I saw one pass overhead.

Anyway, we entered Twilight's weird treehouse to find books, books, and more books. Either our host was an uber-nerd on par with Peter Parker, or she lived in a library.

"Spike, while I clean up these books on magical theory I was reading, will you change the sign to 'closed?' We wouldn't want any patrons coming in right now."

Oh, so both then. Wait... Magical theory?

Twilight's horn started glowing with a pale, purple light. Several books strewn about the room suddenly glowed with the same light and floated into the freaking air, shelving themselves. When the now revealed as magical pony turned back to us, she found five birdkids staring back at her in shock. Nudge explained to Iggy why everyone was doing so, and then it was six birdkids.

The mare balked under our gaze. "Do I have something on my face?" she asked self-consciously.

And that's when Gazzy broke.

"WHAT IS THIS PLACE?!" he screamed, throwing his hands in the air. "Have you guys been seeing this crap?!"

"No," Iggy muttered angrily.

Gazzy ignored him. "Colorful, talking ponies with magic wands in their skull, talking lizards the size of a teddy bear, ponies with wings flying on bullshit wingspans are just yukking it up all over the place! THIS PLACE MAKES NO SENSE! WHAT IS THIS?! WHAT IS MY LIFE?!"

"Gazzy, maybe you should just calm down," Angle tried, bless her.

"No, Angel. You gotta draw the line in the freaking sand somewhere. You gotta look inside yourself and say, 'What am I willing to put up with, today?' NOT! FUCKING! THIS!"

After he finished his outburst, the room was dead silent. I had never heard any member of the flock swear like that, especially not sweet, fun-loving Gazzy.

The eight-year-old continued fuming for a few seconds before he slowed his breathing and the redness drained from his cheeks. "Okay," he whispered, then raised his voice to us. "I'm sorry, but I needed to let that out."

Twilight shook her head and apologized. "I don't know why you're so offended, but I'm very sorry if it was something I did."

I belatedly tried to do some damage control. "It's nothing you said. Where we come from, there's no such thing as magic. So yeah, we're a little caught off-guard by it." Internally, I was screaming about as loudly and twice as foul-mouthed as Gazzy had been, but I was sick of being rendered speechless by reality-shattering ponies, so I made a pact with myself to take everything from this world in stride.

"Really?" the unicorn asked in disbelief. "Every creature in Equestria has and uses magic to some degree. Unicorns obviously use it with their horns. Pegasi can manipulate the weather and support themselves on their small wingspans. Even earth ponies are granted increased strength and stamina, along with their affinity with nature and plants. Then, of course, there's..." The fact that she made logic-defying revelations boring probably says a lot about her personality. Although that may be partly due to my resolution to no longer allow such things to bother me.

And that's when the pink pony hopped out of a nearby shelf, from a space between two books that I couldn't fit my finger in.

"Hey, Twilight!" the newcomer shrieked at a pitch that was right on the edge of human hearing. "My back left hoof got all tingly while the left side of my flank itched! What kind of crossover are we doing today?" I could already tell that I would get along with this pony about as well as Batman does with the Joker. The hyperactive mare didn't even give Twilight the chance to answer before rushing over to confront us. "Ooh! You're new! I'm Pinkie Pie! What are your names?" She didn't seem very fazed by the fact that there was a bit of a species gap between us.

After another quick introduction, Pinkie Pie launched into a narrative of exactly what we looked like and why that was cool, which somehow devolved into a monologue about parties and sweets, before culminating with "...and then I said, 'Oatmeal?! Are you crazy?!'" I'll spare you the details. You're welcome.

You know, since coming to Wherever the Hell, Ponyworld, we have been shocked into silence far too many times for my liking. Regrettably, every single time it has been extremely justified.

Iggy was the first to break the silence with an anguished scream while clutching his ears and hamming it up like a pro. "Dear Lord," he muttered in mock terror. "There's two of them. There is no God. The time of humanity and the world is at an end."

Twilight, looking somewhere in between amused and worried at Iggy's "acting," tried in vain to reassure us. "You really don't need to worry about Pinkie. She may be very... excitable, but she means well. Though she should know not to pop out at someone who isn't used to her... Pinkieness." That last bit was directed at the pink pony in question, who at least had the decency to look sheepish.

At this point, there was a knock at the door, which Twilight opened with more of her telekinesis, (I can't believe I actually said that) revealing four new ponies and one dragon. Upon entering, their greetings were cut off as they caught sight of the flock. Their reactions were about as amusing and varied as I imagine ours were.

"What in tarnation?"

"Oh my..."

"My goodness!"

"Dear sweet Celestia's sun-marked plot!"

The last one, a pegasus with a rainbow-striped mane, of all things, received icy glares from both Twilight and one of the new ponies, another unicorn. Grinning despite the looks she was getting, the pegasus simply chuckled to herself, giving a nonchalant toss of her head. I liked her.

Twilight, realizing her effort to look ferocious was doing nothing, smiled warmly instead and trotted over to the newcomers. "Girls, I know they look strange, but I don't think the flock means us any harm, so please be on your best behavior." She pointed a hoof to each of us in turn. "This is Max, Angel, Iggy, Nudge, Fang, and... Gasman, right?"

Gazzy responded with a devious cackle, giving no indication to his earlier rant. I did not feel comfortable being in the same room with him after that. "Hey," I softly but menacingly said, catching his eye. "That best behavior thing goes double for you." He got the idea.

The purple unicorn seemed to miss the exchange, and began introducing her friends. "Well, you've already met Pinkie Pie, and this is Rainbow Dash, Applejack, and Fluttershy." Each pony responded to her introduction with a wave, with the exception of Pinkie, who felt it necessary to give each of us a bone-crushing hug which we returned with varying levels of enthusiasm, and Fluttershy, who seemed to be attempting to hide within her own mane.

After the introductions were all made, all of the ponies were eyeing us expectantly. I supposed they were waiting for the explanation I had promised Twilight. I was of two minds on this one. On the one hand, the flock has been tight-lipped about our time in the School for our entire lives. It was necessary both to conceal our "identities" and to keep the erasers off of our tails. However, there really wasn't a reason to keep secrets anymore. In a world populated entirely by talking ponies, we were going to make a stir, with wings and a tragic backstory or without. Plus, I don't think I could live with myself after lying in the face of cute, innocent ponies. Then again, I would feel just as bad destroying their innocence, so I decided to give them the PG version.

"Alright, I'm gonna make this relatively quick," I started, ignoring the looks of shock I'm sure the flock was giving me. "We're humans, and we obviously aren't from around here. Most humans don't have wings. We're special cases. When we were still fetuses, bastard scientists we call whitecoats took or bought," I spat that last word, "us from our parents. They grafted avian DNA into us and made us faster, stronger, more perceptive, and generally wingier than regular people, along with some other mutations that seem to happen at random.

"Oh! Oh! Oh!" Pinkie Pie screeched, bounhing and waving her hoof in the air. "Call on me! Call on me!"

I sighed. "Yes, Pinkie?"

"What's an avian?"

I just barely resisted the urge to facepalm. The flock didn't. "Take your best guess," I snarked with a small shake of my wings.

She gazed intently at me for a moment, before asking, "Pegasus?"

Since I honestly couldn't tell if she was joking or not, I decided to continue. "Anyway, for the first couple years of our lives, we were tortured by countless experiments that had absolutely no regard for our personal safety. For example, Iggy here had the best eyes of all of us, until the whitecoats decided to give him night vision. He can't see anything, now. Darn."

The ponies gasped at that, but I wasn't even close to finished.

"Anyway, despite all this, there was one whitecoat that cared about us, one who knew what the others were doing was wrong, one who decided to do something about it. His name was Jeb." I clenched my fists and felt tears threaten to fall at the thought of our father figure. "He smuggled us out of the School and took us to a safe place. He raised us and taught us to read, to write, to fight, to survive, to live. Those few years were the happiest of our lives. Then, one day, Jeb disappeared."

I could hear the ponies sniffing, but if I looked at them I doubted I could keep my own tears in. I hated this. I hated not being in control of my emotions. I had cried more in the last year than I had in the entirety of my life.

"I was unofficially in charge of the flock for a while, until the School found us again. They didn't take too kindly to our escape, and they kidnapped Angel. When we took her back, we found out that Jeb hadn't died, but had betrayed us. He was working with the whitecoats and torturing Angel. Since then, we've been on the run from the agents of the School, unable to stay in one place for very long, trying to learn anything about our pasts. We finally found a place we thought we could settle down when we met my mom, but then we discovered the whitecoats' plan to come here in order to corrupt or rule it or something, and I just couldn't let that happen. So... now that the sob story's over," I looked at Twilight, trying in vain to ignore the streaks of wet fur under her red eyes. "Who can we talk to about dealing with the whitecoats?"

Much as I hate dealing with authority even when it's not a megalomaniac who wanted my head on a platter with a side of mozzarella sticks, I wasn't dumb enough to think we could take on that many whitecoats and flyboys alone. We would need some backup, and I was hoping that I could find a way to convince the pretty pony princess that we were the good guys. I've had some experience with being an outcast. People don't like things that are different, and I assumed that ponies were the same way.

Twilight dried her eyes with a hoof and sniffed before speaking. "I can write a letter to the princess for you. She'll know what to do." Well damn. That pretty pony princess thing had been a joke. Now class, what have we learned about the universe? "Spike, could you take a letter for me?"

While she dictated a letter to someone named Celestia, I checked on the rest of the flock. They were clearly hurt by the memories, but not even Angel was on the verge of tears, as I was. Now deprived of my last way to stall, I finally made eye contact with the ponies. Like Twilight, they all gazed at us with sympathetic, tear-filled eyes. Even the butch, rainbow-haired one had wetness in hers, and she was trying just as hard as I was to hide it. Surprisingly, the one who was taking my story the hardest seemed to be the yellow one that was so wary of us, initially. Fluttershy, I think it was. She was making no effort to disguise the tears freely streaming down her face, looking at me with nothing but pure, honest pity and sympathy.

As soon as I looked her in the eye, the mare sprang forward and wrapped me in an embrace that rivaled Pinkie's with its tightness and enthusiasm. "Oh you poor, poor things!" she wailed just barely above normal speaking volume as the rest of the flock snickered, only to find themselves on the receiving end of their own hugs, so at least I didn't have to kill them for that. "Don't you worry. Those mean, old whitecoats will never hurt you again. You're safe here. The princess will sort them out."

"I... would... like... to have... some oxygen... first," I wheezed. The pegasus immediately let go, apologizing in a heart-rending, adorable manner. "Thanks for the sentiment, but these guys can't be reasoned with. Now that they know we're here, they won't stop until we're dead and they're ruling this place. They kinda wrote the book on megalomania."

Twilight shook her head adamantly. "Princess Celestia would never allow something like this to continue in Equestria. She will attempt to find a peaceful solution, but even if it is like you say, she won't hesitate to act."

So that statement brought several questions to mind. First of all, Equestria? Second, why were these ponies being so trusting and taking nearly every word we say as the truth? And finally, freaking Equestria?!

I spent the next hour or so with Twilight and Spike, warily discussing our worlds and their similarities. Apparently, the universe (or multiverse, I guess) has an interesting sense of humor, as literally all of their city names consist of awful puns. I do have to admit, though, I cracked a smile at Cloudsdale. The flock and the other ponies seemed to get over their initial apprehension pretty easily, and were now spread out around the room, speaking much more comfortably than Twilight and I, probably because they hadn't seen Fang and I destroy a couple of flyboys. I was torn between being happy that they were finally coming out of their shells to people, being creeped out by the fact that those people were in fact alien ponies, feeling guilty because I was the one who forced them in those shells in the first place, an worrying that they weren't taking part in their daily dose of paranoia. Man, this "feelings" crap is really hard.

Gazzy and Iggy were chatting it up with the rainbow one and the orange one who, I kid you not, was wearing one of those big cowboy hats. The way they were snickering mischievously while the cowgirl shook her head told me to keep a very close eye on my on them in the near future. Pranks are no joke. Nudge and Pinkie Pie were conversing faster than I would ever have imagined possible. I was thinking that having an equally talkative counterpart might, at the very least, keep her motormouth pointed away from us. On the other side of the room, crowded around a small table, were Angel, Fang, the prissy-looking unicorn, and surprisingly, Fluttershy. Total also seemed to have joined their soft-spoken conversation, an he was basking in the attention he would receive any time the pegasus would coo at him.

Everything felt so surreal. Other than the fact that we were in an alternate universe holding conversations with talking, multi-colored ponies, of course. It felt calm, content, not at all like the fast-paced, fight-or-you're-dead lifestyle we usually deal with nowadays. I had only gotten a quick taste of this while living with mom, and I tried to block out memories of Jeb, so this whole thing actually felt... nice.

I was so wrapped up in my thoughts that I missed Twilight's question. "I'm sorry, what was that?"

"I said, 'why did you feel it necessary to kill those whitecoats' Did they truly deserve to die?"

It took me a couple seconds to piece together what she was asking. "Oh. Okay. First of all, those weren't whitecoats. They weren't even people. Those thins were robots. They weren't alive."

I got a blank stare.

"Alright, think of a metal pony with no brain. It's a machine made only to follow the orders of the whitecoats. We call them flyboys."

The mare stared at me with a mix of confusion and unease evident on her face. If I had to guess, I'd say she was wrestling with herself over believing me about this impossible technology or thinking that the flock was just a bunch of killers. It figured that we'd get sent to some bullcrap magic pony land and not somewhere with awesome tech like Star Wars.

Finally, she spoke. "Alright, I guess I believe you. Something did feel really unnatural about those... flyboys, you said?" I nodded to her and she added, "Other than the fact that they were bipedal, winged wolves that talked in monotone, of course." That actually got a chuckle out of me. I was taking a genuine liking to this pony. She reminded me of myself, if I were a magical, talking, nerd pony.

We talked for a few more minutes about this and that until I felt a prickling on the back of my neck. Years of being on the run or in captivity have taught me never to ignore that, and I spun around, expecting a fight. Instead of an ambush, or even worse, one of Gazzy and Iggy's pranks, I came face-to-face with the pony they had been talking to. Rainbow Dash, I think her name was.

"Can I help you?" I asked, still expecting some kind of prank coming my way.

The pegasus grinned cockily, which really didn't reassure me in the least. "I want a race."

I blinked. "Excuse me?"

The orange pony with the cowboy hat apparently heard her. "Are ya serious, RD? How can ya be thinkin' of flyin' when yer meetin' literal aliens?!"

Rainbow Dash simply gave a derisive snort and a toss of her mane. "C'mon, Applejack, give me some credit. I'm always thinking about flying. Besides," she turned back to me. "I know a good flyer when I see one, and you're clearly the best of your buddies, here. I wanna see how I stack up. So whaddya say?"

I was about to make a sarcastic comment on how her "ability" must be very refined to work on a species she had never seen before, but an enormous belch and subsequent gout of flame cut me off. I faced the source, to find Spike calmly unrolling a scroll with an official-looking seal on it. It probably speaks to how jaded I was at this point that instead of freaking out, I merely ruminated on the wisdom of keeping a fire-breather in in a library in a tree. Then again, for all I knew, ponies could like, drink fire, or something. It wouldn't be the weirdest thing I had seen that day. It seemed that the rest of the flock hadn't adapted my coping mechanism, more or less. They all jumped pretty violently, with the exception of Fang, who just turned to face the little fire hazard.

What did the princess say, Spike??" Twilight asked eagerly.

He skimmed the scroll's contents for a moment, before responding. "Princess Celestia wants to see us all in Canterlot. She's sending two chariots for us."

"How far is it to this Canterlot?" Iggy could barely get that out with out laughing.

"About a thirty minute flight," Twilight answered instantly.

Angel beat me to questioning that one. "But I thought we were taking chariots."

"We are," Spike deadpanned as if it were the most obvious thing in the world. "You know... flying chariots."

"No, we don't know," I shot back. "Frickin' aliens, here. Remember?"

Gazzy quickly defused any possible argument by interjecting. "I don't wanna fly on some freaky horse-"

"PONY!" the ponies screamed in unison, so much for subduing the situation.

"Some pony... flying... chariot," he nervously amended. The flock gave various indications of their agreement.

Rainbow Dash, dancing impatiently on her hooves, finally burst out, "Hey, speaking of flying, what about my race?!" She shouted that last bit about two inches from my face.

"You know what?" I smirked. "You're on."

----------

Julia Carpenter, head researcher and now field tester of Project: New Beginnings, wholeheartedly regarded her brainchild to be an enormous success. She had already made a very powerful friend. For the umpteenth time, she admired her new form. It had been a little awkward explaining to her colleagues-no-her underlings why she had grown two feet, gained claw-like nails on both hands that were hard as diamonds and thirty pounds of pure muscle, developed unearthly, magical powers, and a penchant for monologuing and doing the villain laugh (you know the one), but they were quickly put in their place.

I told you that this would work to our mutual benefit. The creature Julia had come to refer to as the Nightmare purred in her head.

Besides the physical aspects, that remains to be seen until we take this... Canterlot. She responded, reluctantly tearing her gaze away from her own body and exiting her tent beside the open gateway, where flyboys were constantly coming and going, bringing supplies from Earth.

So, tell me more about these princesses an their Element of Harmony. We have a lot of preparation to do.

Chapter 5 *Rewritten*

We all walked out of Twilight's house in time to see a pair of chariots descend from the sky. They were each large enough to carry about six people, pulled by nearly identical teams of four pegasi, and made of solid freaking gold. Or it could be literally anything else, because we all know where assumptions have gotten me in the past with this place. Again, I was just trying to take everything in stride, because I honestly couldn't rule out the possibility that this was all some kind of fever dream.

Anyway, the chariots landed and the pegasi pulling them snapped to attention. Judging by their posture, similar looks, and ornate, golden armor, I guessed they were some kind of police force or soldiers, and I tensed. So much for keeping a low profile. To my surprise, none of them so much as looked in our direction. Instead, one of the ponies addressed Twilight. "Greetings, Ms. Sparkle. We may depart as soon as you and your... guests are ready." He had a gruff, authoritative voice that proclaimed he was used to giving orders that were immediately followed. I didn't like him.

"Thank you, Sergeant Lightening," Twilight responded graciously, apparently familiar with the pony. "But I think the flock prefers to fly under their own power. I imagine it's a point of pride for them."

"Not so much pride as a general wariness of anything that isn't a set of wings on our back. Try not to make assumptions about us," I cut in, perhaps a bit too viciously, if her immediate, shameful expression was anything to go by.

The sound of someone clearing their throat got my attention, and I turned to see that Rainbow Dash was finished attempting to get one of the soldiers to visibly emote. Gazzy and Iggy had picked up where she left off. "So," she began in her scratchy, tomboyish voice, "Are we doing this, or what? I'm ready to go. First one to Canterlot Castle. Let's go."

I let a self-confident grin cross my face to match Rainbow's. This pony had no idea what she was getting into. "Sure. I'm gonna guess Canterlot Castle is the one on the mountain over there." I indicated the distant mountain, doing some mental arithmetic, I figured it would take about five minutes to get there at my top speed, which is just over 200 miles per hour. Yeah. Remember those other talents I mentioned?

We took places next to each other and crouched, waiting for Pinkie to count us off. We didn't ask her to. She just kinda showed up in front of us with one of those little handkerchief things that people use in drag racing movies.

As we waited, I took the last couple seconds to eye the pegasus next to me, and saw that she was doing the same. I had nothing to worry about. The fastest I had seen other pegasi moving was a sprint, and Rainbow was only slightly more athletically built than the ones I had seen. I don't know if you know this, but Usain Bolt can't top 200 miles per hour. Even with her B.S. magic flight, there was just no way her wings had the kind of thrust that mine could. See? I can science... sometimes.

Pinkie's countdown snapped me out of my pseudo-scientific musings. It almost threw me off because it consisted of her counting backwards from one hundred at lightening speed. As she reached one, I sprang into a dead run in order to build up speed, confident in my head start, right up until my brain actually registered what Rainbow had just done.

Without building any momentum at all, the pegasus had shot into the air at what must have been upwards of forty miles per hour. She immediately gained a huge lead as I hurled myself into the air, wings working desperately to wind back the ground I had lost. I guess that was just whatever the hell governs this place laughing at me for trying to predict it again. I started pouring on the speed and the trees below me became a greenish blur. Rainbow looked back to see my rapidly closing the distance between us, and her cocky grin told me that she lived for this. I couldn't blame her. Flying kicks ass. Flying at breakneck speeds without my life on the line, for once? Freaking. Awesome.

As I drew up beside her, the mare shouted over the wind, "Not bad, but I know that ain't all you got!" With that, she shot forward with another completely impossible burst of speed. After she had gained another comfortable lead, she turned and started to fly backwards, placing her forehooves behind her head like she was lying on a couch, rather than rocketing through the air at interstate speeds. I'd make a comment about how flying backwards is something that defies everything about the anatomy of our wings, but there really isn't a point anymore.

At this point, I was fed up. I wasn't gonna settle for that "jockeying for the lead" crap you see in racing movies. It was time to show this candy-colored pony what I could really do. I felt my heart pounding and my skin heating up like it does whenever I decide to really open up, and then I was ahead of Rainbow Dash. I couldn't resist the urge to check out her face as I went by, and I was not disappointed.

The castle loomed in the distance, getting closer every second as I grinned like a loon. Maybe it was the adrenaline talking, but I was loving it the thrill of it all. It wasn't just the speed, but the intense competition that left me having the time of my life. I was almost there. The castle couldn't have been more than thirty seconds away and I was streaking towards it faster than I had ever gone before, and then I heard it.

BOOM!

I immediately dropped out of the air to avoid what sounded like several cannons being fired at once. Frantically looking around to find my attacker, I caught sight of, I kid you not, an enormous, rainbow-colored shock wave. A small dot, glowing with the same light, was rapidly closing the distance between it and me. With a start, I realized that this was another crazy aspect of the pony world and that Rainbow Dash was coming. Fast.

I gritted my teeth. Race now. Question reality later. Accelerating as fast as I could, I strained to reach a small, open area in what looked like the castle's courtyard. I couldn't have been more than forty feet away when Rainbow blew by me and slammed into the cobblestones in the time it took me to blink. I flared my wings and turned away, realizing that if I hit the ground at that speed, then the castle's janitors were gonna have a lot of work to do. My opponent, however, seemed to have employed some sort of tuck-and-roll maneuver and was now doing victory laps around the courtyard to drain off her excess speed, somehow avoiding the few ponies that were there. Oh yeah. We were kinda supposed to be keeping a low profile.

Putting that rather disturbing thought to rest for now, I contemplated Rainbow's trick as I came in for a landing. She didn't seem any more than a little winded, implying that she did that kind of thing all the time. I almost literally growled at that. The pegasus had been toying with me, just to see what I could do. I hate losing almost as much as I hate being manipulated. Granted, losing on a normal day usually involves me and the rest of the flock dying horribly, but the principle is still there.

Rainbow Dash met my glowering expression with that same, infuriatingly confident smirk, and when I approached her, she started gloating. "Not bad, for a hairless monkey. Maybe if you were a bit more aerodynamic, you could actually make me break a sweat."

Urge to kill... rising. My hands clenched. "Was that a poorly veiled fat joke? Because let me tell you something, if you didn't have that magic crap helping you, those fairy wings of yours wouldn't even get you off the ground!"

"Hey, I work hard to be this awesome! It's not my fault that wherever you come from doesn't have magic!"

Our argument continued to escalate, and it might have even come to blows, were it not for the interference of another one of those pegasus soldier ponies. His first few attempts at clearing his throat went completely unnoticed by both of us, but a stomp of his hoof that sounded like it cracked the pavement sure got our attention. "Miss Rainbow Dash and our esteemed guest, if you would please refrain from such unsavory displays, it would be much appreciated by both the princess and the Royal Guard." Well apparently this guy was an avid Shakespeare reader or something. Nerd. "Also, the public seems to be getting increasingly ill-at-ease by your behavior."

I cast a quick glance around the courtyard we had landed in. Sure enough, all of the ponies present were staring slack-jawed at us, or more specifically, me. If I had to guess, I'd say they were a bit more shocked by the creature from another dimension than the fact that people were arguing, but whatever.

"If you would, please follow me inside before your presence incites something of a panic," the Royal Guard continued, before turning towards the entrance to the castle. I'm pretty sure I saw some camera flashes out of the corner of my eye, which led me to wonder if the ponies even had cameras. I also wondered if it would be a good or bad thing to appear in the newspapers, if the ponies had cameras, or newspapers. Man, adjusting to inter-dimensional travel is hard.

Rainbow Dash and I followed the pony as he weaved his way through ornately decorated hallways, and we were quickly hidden from the public eye. My eyes darted from side to side, taking in everything as I memorized every turn and all possible escape routes. It isn't that I didn't trust the strange ponies that I had met not three hours ago (which I didn't, by the way), but that was one of the first things Jeb had taught us, and it had saved all of our lives on several occasions.

Our little walk ended at a small, nondescript wooden door set off to the side. The thing looked pretty out of place among all the breathtaking architecture and decor, but I supposed that that was the point. The guard took up a position by it and swung it open for us, revealing a room that looked like it should have been a doctor's office's waiting room. I glanced at the pegasus with a question on my lips, but he beat me to it. "You two may wait here for your companions. They should be along shortly, and the princess will be finishing her Day Court soon. Then, she has invited you all to join her for dinner."

Shaking my head at the ridiculousness of the situation, I strode into the room, with Rainbow close behind. The door shut once we were both inside. Seeing nothing else to do, I flopped onto a chair and turned it towards the window, gazing out at the sun. It was dipping closer and closer to the horizon, painting the sky with the reds, yellows, and oranges of... something with a lot of red, yellow, and orange in it. Look, I never claimed to be a poet, okay?!

It couldn't have been more than two minutes before Rainbow Dash drew up behind me and interrupted my "reflections" by way of several pokes in the ribs. Let me tell you something. Being poked with a hoof is pretty much like being punched. These ponies put some freaking muscle behind it, so I can't be blamed for jumping about a foot in the air.

"Maaaaaax, I'm booooored!" the pegasus whined. "We've been sitting here for hours!"

I neglected to comment on her clear misconception of time and instead decided to use a time-honored technique I rely on when one of the flock starts the "I'm bored" routine. I pretended I hadn't heard her.

"Hmph," came the disgruntled mare's response. I grinned inwardly, knowing that I was getting to her, however petty it might have been. It was probably safe to say that I was a little bit sore about losing our race. "Fine. Be that way." She stomped over to the other side of the room and crashed down onto another chair with much more force than you would expect, considering every one of the ponies was about as big as a St. Bernard.

Making use of the blissful, if fleeting few moments of silence, I turned my gaze back to the sunset. I rarely take time to stop and smell the roses, as the cliche goes, but I had nothing better to do, and I had to admit, it was pretty freakin' awesome.

However, my moment of peace was not to last. Predictably, Rainbow sighed and stood up from her chair again. I heard footsteps (hoofsteps?) approaching me before falling short just behind me. I set my sarcasm phasers to kill and turned around.

"You're insanely fast, you know," she said sincerely. "There aren't many ponies that can keep up with me, let alone almost win against me, even when I'm holding back a bit."

I faltered due to her sincere tone. "I... You don't understand. Where I come from, it is literally impossible to fly like you do. You don't obey the same laws of physics that we do on Earth. The way I flew isn't supposed to be possible either, but I'm used to doing the unthinkable. I guess I'm just not used to being shown up."

She chuckled at that. "Take it from someone who's had to learn that lesson more than once. Sometimes it's a good thing to find out that you're not the best pony behind the princesses," the mare said with a good-natured grin.

Her sudden shift in behavior forced a smile out of me as well. "So why are you playing nice now? I kinda got the impression that you were-"

"An arrogant, self-obsessed jock with nothing to do but put others down in order to make herself feel some sort of validation?" she finished for me. "I can be. I've been told as much before. You can probably tell that I don't tend to think things through very often. My mouth gets me into a lot of trouble sometimes. I had a feeling that I was pretty close to royally pissing you off, and from what you told us, you aren't exactly somepony whose bad side I want to be on."

I decided to be touched at Rainbow's one-eighty in attitude rather than burst out laughing at the word, "somepony." "Don't feel too bad," I said. "I have to deal with severe self-obsession on what feels like a daily basis."

She nods. "Yeah... Wait, hey!" She eyed me with mock malevolence before cracking a grin again. "You're not wrong. I have to rely on my friends to keep me in line a lot of the time."

That got me. I can't count how many times the flock's had to band together to get through tough times. It was obvious that they cared for each other at least as much as we do. I told her as much.

"I'd die for them," came the immediate reply. Clearly, I had much more in common with Rainbow Dash than I had originally assumend.

We spent the next few minutes idly chatting, passing the time until the rest of our motley crew arrived. It helped take my mind off of some of the apprehension I felt about meeting this "Celestia."

Next thing I knew, the door opened to reveal the same Royal Guard from before. "Greetings once again, Rainbow Dash and..."

"Max," I supplied.

"Rainbow Dash and Max. If you would both be so kind as to follow me, I will show you to your friends. the princess should be concluding the Day Court soon, so she has asked that you all join her for dinner in order to discuss your... interesting situation."

"Lead the way, Macbeth." Rather than getting an annoyed glare or death threat for my sarcasm, I simply received a confused look from the guardspony. That might take some getting used to. Pop culture references are usually my strong suit, but even the classics had let me down in this crazy place.

I barely heard him mutter, "My name isn't Macbeth," as we left the waiting room.

Once again, we trekked through the swanky (wow, I am never using that word again) corridors, trailing after the guard. There weren't quite as many ponies now, but there were enough wandering around that whispering followed in my wake. I idly wondered why this princess didn't seem to care about my being discovered by the public. I couldn't help but feel nervous about their reaction to the flock's presence. Maybe she was trying to avoid looking like she was keeping secrets. Wait. Isn't that a politician's job? I'm pretty sure that's universal.

While I was lost in my thoughts, the pegasus brought us to a halt in front of a large set of double doors. There were two guards on either side of them, and their horns glowed. The twin auras covered either door as well, and they swung inwards. Inside was a huge dining hall with a table long and wide enough for a giant to surf on. Seated around it were the ponies and the flock, with silverware and plates that looked like they were worth more than my mom's house set out for them. Total had managed to convince them to let him sit at the table too... somehow. There were two empty seats at the head of the table, but I wasn't stupid enough to assume that they were for Rainbow and I. Come to think of it, I did remember Rainbow mentioning plural princesses. Not for the first time, I considered what kind of logic this place used to have two princesses and an apparent lack of a king or queen.

As I took my place next to Fang, Iggy leered at me from across the table. "So who won?" he asked with a shit-eating grin, knowing full well the answer to his own question.

"I hope your wings get stuck in a wood chipper," I shot back, almost able to keep my own smile off my face as he and Gazzy cackled.

We continued ribbing each other while the ponies looked on in amusement. Rainbow Dash and Pinkie Pie actually joined in at one point, even though they didn't get most of the jokes.

The chatter of the room was interrupted by a ferocious growl coming from Total's direction. When we all stared at him, he wilted. "Sorry. I'm really hungry..." It was silent for a second before we got it and burst out laughing as one. He had a point, though. None of us had eaten since that morning and our metabolisms sure weren't doing us any favors. Thankfully, the princesses chose that moment to make her entrance.

A Royal Guard entered through the double doors and cleared his throat loud enough to shut us up. "Announcing their Majesties, Princess Celestia and Princess Luna. All rise." We all rose.

Two huge ponies strode into the room with all the grace of Russian ballerinas, which I'm told is a lot. They were pretty much the size of your average horse, with one being slightly shorter than the other. Unlike the ponies I had seen so far, they had both wings and horns, along with weird, floating manes and tails. The shorter, dark blue one (Luna, I guessed, going by the moon on her butt) was clearly only just managing to restrain her shock at the flock's appearance, and she kept shooting looks at us when she thought we weren't looking. Celestia, however, simply regarded us with a serene, if guarded, countenance. I got the feeling that a poker game with her would be ill-advised.

We waited until they had sat down before taking our own seats again in a show of deference that was really rare for the flock. I wanted to play this one on the safe side. It's kind of an understatement to say that we were out of our element. It was only once everyone had settled that Celestia finally spoke in a calm, almost motherly tone. "I believe that it is time for dinner. I imagine that you all must be famished." Just the sound of her voice was enough to relieve some of the stress I had accumulated during this shitty day.

"I'll say, Princess!" Gazzy blurted out, "what's on the menu tonight?" I groaned inwardly and shot a death glare in his direction. I wasn't exactly going to be thrilled if we couldn't get help fighting the whitecoats because of the eight-year-old's mouth, or more likely, his stomach.

Incredibly fortunately for us, however, the princess answered his comment with an understanding grin and a tinkling little laugh. "A better question would perhaps be, 'what isn't?'"

Right on cue, a servants' entrance opened and cart after cart of covered dishes rolled in, being pushed by an assortment of ponies, and they just... kept... coming. My mouth started watering as I imagined the possibilities, but then I had a sobering thought. There really wasn't any reason for these alien ponies (yes, that's what we're going with, now) to have food that we can ingest, assuming that they even eat in the same way we do. I only had a split second to ponder this before the ponies began removing the covers and placing the dishes on the table.

I shouldn't have worried. The feast that was revealed to us instantly made us whimper with longing. Every fruit, vegetable, grain, and combination of the three you could possibly imagine, and many you couldn't, were laid out before us in a display that made me want to cry. I literally felt my eyes tearing up. For an instant, I lamented the lack of delicious meat, if only to imagine the masterpieces they could create if they were able to work such miracles with a vegetarian diet.

The second the sweet ambrosia (referring to the meal as mere food would be doing it a disservice) touched the table, the flock set upon it. We didn't bother with such trivial things such as chewing or napkins. We just started shoveling whatever we could reach into our mouths. Have you ever seen a pack of wolves tear apart their prey on Discovery or something? We made them look like a bunch of nobles having a dinner party in Victorian England. Needless to say, it wasn't pretty.

It's not that we were intentionally being disrespectful. When we get really hungry, we tend not to think about anything else. The godliness of the feast set in front of us simply erased all of our higher brain functions. It's a miracle that none of us choked on something.

I looked up from what used to be some kind of casserole (I think) to see who we had accidentally traumatized. Most of them seemed horrified by our less-than-stellar eating habits. Rarity's face in particular resembled the one you would make if Santa Claus showed up and had sex with your mother in front of you. Princess Celestia somehow managed to keep her mask of serenity in place, though I did think I caught a glimpse of the beginnings of a grimace at one point. Rainbow Dash, Pinkie Pie, and surprisingly, Princess Luna were barely holding back snorts of laughter.

I grinned apologetically at the princesses, trying in vain to salvage some of the situation. "Sorry. We uh... we get pretty destructive when we're hungry. We can't really help it. Each of us has an appetite the size of a whole household's."

Celestia simply smiled back before responding, "It's perfectly alright. I have seen much worse in my time."

"You've done much worse, Tia. Remember your last birthday? That poor cake didn't stand a chance!" Luna teased before guffawing at her fellow princess's blush, the first break in her poker face I had seen. That gave me a little more confidence. Leaders that weren't afraid of ribbing each other in front of their subjects were okay in my book.

Caught up in the moment, the ponies tore themselves away from our nonexistent table manners to begin laughing as well. Even Fang gave a little chuckle in between inhaling truckloads of food. The rest of the flock, however, was a little to busy stuffing its collective face to hear any of the exchange. Forgiveness and understanding aside, I decided to continue eating at a more sedate pace. I even chewed at least four times before swallowing.

The initial shock passed, our hosts began eating as well, though in a much more restrained fashion. Except for Rainbow and Pinkie. Those two, Iggy, and Gazzy had engaged in some sort of eating contest, though I was having trouble figuring out the rules or who was winning. I shuddered to think at how close they were becoming. For an instant, I had a vision of a world laid waste by a supersonic pegasus and a reality-bending madpony wielding bombs of Gazzy and Iggy's make. It was not an image that filled me with confidence, and I hoped against hope that this place didn't have any clockwork.

Eventually, we slowed our eating enough to hold civilized conversation. Well, as civilized as you could expect from us. I thought to myself as I heard Nudge loudly proclaim that she loved all the pretty ponies. At this point, I was just hoping that Angel didn't pull some mind-meld shit on the ruler of a nation. Sadly, it's a valid concern. There's a legitimate precedent to that. Ask the president.

Apparently, she "heard" my mind wandering and flashed me a grin that was, well... angelic, from across the table. If anything, that smile worried me more than anything else, because it was just on the cusp of being too innocent. I tried to focus on something else.

Oh relax, Max. They're having fun, and the ponies seem nice enough. Why shouldn't they enjoy themselves a bit? I held back a huff of frustration only by shoving a clump of baked potatoes into my mouth. Most of the time the Voice is sensible and hasn't really steered me wrong yet, but every now and then it says something downright retarded.

Well let's just count the ways that's stupid, shall we? I mentally ticked off my fingers. We're in a completely different world with backwards laws of physics that we know nothing about. Our only companions are magical, talking ponies who we have literally no reason to trust other than 'they're nice.' Finally, the whitecoats are out there right now probably bringing in more flyboys to enslave this world. So please, tell me why exactly we shouldn't be cutting right to the chase. Without giving the Voice a chance to respond, I opened my mouth to get the princesses up to speed.

Celestia beat me to it. "Well then, Ms. Maximum, was it?"

"Call me Max."

"Very well, Max. I must say, you have an air of authority about you, so I will defer to you. Twilight didn't include many details in her letter, and both I and my sister would like to hear your tale. We would also like to be properly introduced to your companions.

I bit back a sigh at her request. bringing up all those bad memories again wouldn't exactly be fun, but it was necessary if I wanted to get them on my side in a fight against a small army of flyboys, which I did. I ran through a quick introduction of the flock for what felt like the fiftieth time that day, then launched into another recap of our lives. The two princesses didn't gasp or sniffle in all the right places like the others did, but their eyes widened more and more as I continued.

By the time I finished, they both once again wore seemingly impassive expressions, but I could see the sympathy in Celestia's eyes. Luna, however, seemed a little more guarded and suspicious than her sister. I couldn't say I blamed her. If someone had told me yesterday that I'd be having dinner and divulging my life story to a bunch of talking ponies, I would have laughed, and then decked them in the face.

The white uni-pegasus (or whatever the term is) took a dainty little bite, and her sister used the opportunity to speak. "I do not intend to sound mistrustful, but how exactly can we be sure that everything you claim is true? My sister and I would prefer not to be betrayed, and you would most likely prefer not to experience the repercussions of such an action." She followed that last bit up with a pointed glare. Something was telling me that the pretty pony princesses weren't pushovers.

I gulped. "I have no way of definitively proving that what I'm telling you is the truth. I can only humbly ask for your assistance in repelling what I believe will be a mutual threat." It took a lot of willpower to swallow my pride and ask for help, especially so diplomatically, but the situation was kind of desperate.

Applejack chose that moment to butt in. "Now ah ain't no lie detector, but ah think ah can judge a pony's character pretty well. Ah don't think Max here is lyin'." She narrowed her eyes. "That's not sayin' she ain't used to it." I wasn't sure whether to feel grateful or insulted. Since she was absolutely right, I decided to go with the former.

"Thanks... I think."

"Don't mention it, sugarcube."

As I did a small double-take at her choice of words, Celestia entered the conversation again. "Well, I'm sure you don't wish to darken the evening by dwelling in your past. I suggest we put aside the issue of these whitecoats until tomorrow."

Everyone else eagerly voiced their approval, and I begrudgingly agreed.

"If you don't mind me asking," Luna began in a tone that indicated she wouldn't particularly care whether or not I minded. "You mentioned that aside from your flight, strength, and endurance, you all have several, additional talents. Would you care to elaborate?"

I had to contemplate this one for a couple seconds. My first reaction was to withhold any information that they could use against us in the future, but once again, I realized that we would need the ponies' complete trust if they were gonna help us. I opened my mouth to spill secrets that we haven't shared with anyone except my mom and Ella, but Iggy beat me to it.

"Hey Nudge, tell them about the Snickers bars," he snarked before guffawing. Who laughs at their own joke, anyway?

Nudge and Angel started giggling like loons. "Mien Gott! Ze Snickers bars!" Gazzy yelled in a perfect imitation of some asshole German scientist who tried to kill us once. His name was Turd Box or something. "I vill eat zem visout bahfing!" he proclaimed.

I cackled along with them and Fang cracked a genuine smile. The ponies were all staring at us like were a bunch of aliens crying from the laughter induced by an incomprehensible inside joke. I wiped a tear from my eye and attempted to explain. "We've been asked this question before, mostly by less-than-savory parties. We usually react with sarcasm, but Gazzy here is a legitimate mimic. He can replicate any voice he hears perfectly."

"That's impossible!" Rainbow Dash protested in her scratchy, distinctive voice. Everyone at the table looked towards her. The mare in question wore a shocked expression. I slapped a palm to my face as the mimic proudly cackled in triumph.

Rolling her eyes, Angel cut in. "I can read minds." There was a second of silence. "Yes, it is pretty cool, Rainbow. No, I try not to listen in to anything too personal, Fluttershy. On a related note, Applejack, you should be ashamed of yourself."

All heads turned to the farm mare as she slid down in her seat and turned a bright read. Feeling the intensity of all of our gazes, she broke. "Alright! Ah confess! Ah get tired of apples! Why don't y'all try and eat nothin' but apple-related food fer breakfast, lunch, and dinner for yer whole Celestia-durned lives! See if ya'll don't get sick of it!"

For the next minute or so, the only thing I could hear was uproarious laughter from everyone in the room. I couldn't breath and I barely even got the joke. Even Celestia was chuckling good-naturedly while her sister banged a hoof on the table, eyes tearing up with mirth.

When the noise died down, Fluttershy glanced to the seemingly empty seat beside her, the one that Fang had occupied previously. "Um... excuse me. W-where did Fang go?" And just like that, he was back, causing her to squeal and hide under her mane. Even the other ponies gave starts at his sudden appearance.

"Hey, hey. Ssh." He soothed the pegasus with a few calming pats on the head. "It's just my talent. I can kind of fade into the background if I hold still."

I gaped. The dude says five, snarky words on a good day, but put a cute little pony in front of him and he becomes Prince freaking Charming. I tried not to feel jealous about it. It was probably good for him to open up to someone, at least.

Next, Nudge spoke up. "I can kind of get impressions of people through the things they interact with. For example," she stuck a finger in her mashed potatoes and scrunched up her face. It was a pretty ridiculous image. "The pony who made these is a grey pony without wings or a horn. He has a brown mane. Kinda bland color scheme, if you ask me. Anyway, he got yelled at for leaving in too much of the skin, but I think they're fine. They may need a little more salt, but that's just my preference. Anyway, I think that-"

"Hey, Nudge," I said, glowering. "I think they get it."

She wilted, then turned to Pinkie and continued their incredibly animated discussion.

Having gone around the entire table, all the ponies looked at me expectantly. "So what is your special talent, Max?" Celestia asked softly.

Twilight, who had seemed lost in thought until now, perked up at that. "You have an overwhelming presence. You carry yourself like somepony who has access to considerable power. What can you do?"

"I bet she has laser vision!" The flock started chuckling at Pinkie's outburst.

"What's so funny about that?!" I demanded.

Total decided to own up... sort of. "She might as well have a death ray in her eyes when you piss her off. Her glares could make a bodybuilder three times her size beg for mercy." I glared at him. "See?!" he managed between barking (get it?) laughs. "Absolutely terrifying."

"Actually, no. I can just fly fast. As Rainbow showed me, that doesn't really mean much here."

"Of course it does!" the pegasus yelled, indignant. Her voice contained a strange mix of anger and pity. "I have worked my entire life to fly like I do, and I'm still working every day. It's my special talent, too. Not all of us have the luxury of freaky genetics to help us along. Give me some bucking credit." Her face suddenly softened. "Give yourself some credit," she whispered, emphatically poking me in the side.

Taken aback by both her initial tone and its sudden change, I didn't know what to say. To be honest, I felt pretty humbled that she would care about the self-esteem of some alien she just met. These horses were putting a lot of trust in us. I resolved then and there that I wouldn't break that trust. "Th-thanks," I finally choked out.

"Don't mention it."

Celestia smiled benevolently at that. "Now that that business has concluded, I would like to ask-"

"Come on, Tia, let's be fair," Luna interjected. "They're bound to be just as curious as we are, if not more so. How about we take turns with the questions?" Her sister nodded, apparently satisfied with Luna's plan, and inclined her head towards me, indicating that I should speak.

Honestly, I had so many questions that I didn't know where to start. Luckily, I never had to make a decision. While I hemmed and hawed trying to come up with the most pressing issue, Iggy cut in. "Yeah, I got a question. How in the hell are we speaking the same language right now?"

And just like that, I heard two voices coming out of Celestia's mouth. One was the same, English tone she had been speaking in before, and the other was a lilting language that I didn't recognize. It was almost like those weird pictures of vases that make faces on the sides. The dual tone felt like it was melting my brain, and I clasped my hands to my head, trying to block out the unfamiliar dialect and focus solely on her coherent English voice. Slowly, my brain was able to process her words again.

"...is bound to cause some undue discomfort when you first notice it, and for that I am sorry. Equus, our planet, has a potent benevolent magic that permeates its very core. This power provides many advantages to its inhabitants. One of these manifests as a sort of translator. Obviously, ponies and other species building societies on opposite sides of the world would not communicate in exactly the same manner, but Equus allows either party to hear their native language from the other's mouth. Does that make sense?"

I put my face in my hands. "So you're basically telling me that this place is some sort of Ego the Living Planet type deal that can make everything nice with sunshine and rainbows." Why can't our lives have a semblance of normality? I'm really getting sick of all this craziness.

At my words, the ponies all shared knowing grins. "you have a point, darling," Rarity said. "But princess Celestia usually deals with the sunshine, while we handle the rainbows." They all giggled like schoolgirls at that, and I knew that my next question would be what the crap they meant by that.

After everyone quieted once again, Luna opened her mouth to speak, presumably to ask another question. I say presumably because the Gasman chose that moment to demonstrate exactly why he has such an... interesting name. The ponies reeled, all displaying expressions of varying degrees of disgust and shock. I rounded on the flatulent eight-year-old with murder in my eyes at least until the smell reached me and tears replaced it. Pinkie Pie's head was flat on the table, apparently choking, and I wasn't surprised. She was right next to the epicenter of noxious death.

"GAZZY!" I roared, slamming my hands on the table as I rose from my chair with every intention of strangling him.

He was crying too, though I couldn't tell if it was due to his own stench ro from laughter. He barely managed to say, "It's not my fault. You know my other 'talent' works on its own!"

He was right. When we were in the School, the whitecoats must have done something seriously screwed up to his digestive system, but he didn't have to be so damn amused by it. In light of this, I resolved to only kill him a little bit. Luckily for him, however, the rancid smell discouraged me from approaching him... ever.

Suddenly, Pinkie's head shot up, and I realized that she hadn't been choking, but rather cackling even harder than Gazzy was. "THAT. WAS. GLORIOUS!" she screamed at the top of her lungs. Figures. I just sat down and sighed as the two hellspawn exchanged a hoof/fistbump. All I wanted was for one thing to go right. Was that really too freakin' much to ask?

Celestia drew my attention back to her when she cleared her throat. I had to hand it to Gazzy. At the very least, he did manage to get the princess to drop her poker face for a moment. "If we could be a little more mature for a moment," She shot a pointed glare at Gazzy and Pinkie that silenced them instantly. "I would like to move on with the conversation.

Luna slapped her sister on the back. "Aw, lighten up, Celestia. You gotta admit it was kinda funny."

The solemn, poised princess cracked a small smile. "I suppose it was, though I could live without the smell."

Twilight's horn sprang to life at that, and a light breeze came from nowhere and gently pushed the mark of Gazzy's curse towards the entrance. We tried to ignore the muffled sound of gagging on the other side of the doors. "I told you that a breeze spell has its uses," Twilight said to Rainbow Dash, who petulantly stuck out her tongue.

"Hey, where's Rarity?" Angel's question caused us to notice her now empty seat.

A quick search found her underneath the table in a dead faint.

----------

The Nightmare barely avoided accidentally dropping her mental barriers and allowing its host to hear its internal cry of anguish. Upon seeing these "guns" and their potential, it feared that the cause of Julia's hatred could be hit and potentially killed. It was much too soon for her to die, not when Julia had so much hatred left to feed on. The use of lethal force would have to wait until the Nightmare had warped her thoughts into a more widespread angle.

As the project director approached a recently arrived flyboy carrying a crate of submachine guns, the Nightmare whispered in her mind. We cannot afford to utilize such potent weapons so soon, my host. Should many ponies be seriously injured or killed, their peers will simply rally against you, and your reign will be over before it begins. I do not recommend giving these guns to your robots. Besides, you have more than enough to take Canterlot.

Julia Carpenter cocked her head in thought. Admittedly, the Nightmare's argument was lacking, but a slight nudge of its host's mind made her gloss over the holes in her logic. Yes, I suppose you're right, she thought back.

She addressed her robotic minion. "Store the guns in the storage tent, but do not distribute them. Bring a handgun to me in my tent later."

As the machine voiced its assent and went off to carry out its orders, another scientist approached Julia. He peered at her questioningly for a moment before speaking. "Why wouldn't we use guns, Ms. Carpenter? If you don't mind me saying, this seems like a slight flaw in your plan."

The head researcher's hand was a blur. An instant later, the dissenting scientist fell to the ground, a large bruise already forming on his cheek. "I very much do mind you saying. Do not attempt to question my authority again, or I might be tempted to show you just why the Nightmare is called such." She spat out the threatening words as she loomed over him. her hair began to thrash as if tossed about by an unseen maelstrom and her hands glowed a deep blue that seemed to drain the lights of the nearby portal and campfires.

Her point made, Julia ignored her blubbering subordinate and addressed the rest of the scientists who had gathered. "Please know that further insubordination by any one of you will not be treated with such leniency!" She no longer need a microphone's assistance to speak to the crowd, thanks to the Nightmare's magic. "Now prepare yourselves. We march for Canterlot at dawn!"

Author's Notes:

I know it's a lot of filler in this one, but the story's still being set up. Things should start to pick up next chapter. Also, I'm sorry things are slowing down, guys. College applications, schoolwork, volunteer work, and work work are starting to take their tole. Just know that I'm working on this as often as I can afford without going completely insane.

Chapter 6 *Rewritten*

That night, I had the same dream.

Again, I fought through the crowd of flyboys. Again, I saw Ari collapse. Again, I held him in my arms, begging him to stay with me as I felt his life inexorably drain away. Again, I sat there, holding his lifeless corpse and crying as the rest of the world faded away.

But... something felt different, this time.

I got the feeling I was being watched, and immediately I was lucid. The pain of Ari's death didn't disappear, but I knew that I was dreaming, now. Standing, I left his body lying on the ground, where it too dissolved, leaving only the blank expanse of white. The nothingness was completely unbroken, save for the silhouette of a single pony, an alicorn, to be exact.

Something told me, beyond a shadow of a doubt, that I was looking at the real Luna, not some figment of my admittedly strange imagination. Apparently, she could use some kind of creepy dream magic, but that wasn't really what was on my mind at right that second. I was a little busy being outraged at the gross invasion of privacy.

She came closer, showing me that her eyes were wide and full of pain and sympathy. "Max... I didn't-"

"No."

"But, your friend-"

"No, Luna. You don't get to be sorry. What gives you the right to barge into my goddamn mind?! This is my business, and you had no reason or permission to see this shit." All thoughts of diplomacy were pretty far from my mind at this point.

It seemed like my reaction had caught the princess off her guard. "I... I had to know that you were telling the truth. We cannot simply throw ourselves behind ones as strange as you so soon, not without some sort of verification."

I exploded. "Well there are better ways of doing that then invading my FUCKING DREAMS!" I almost took a swing at her, but settled with a dark, threatening glare at the last second. "Get out."

Luna took another, cautious step forward, despite everything. "Max, I know the pain you are feeling right now. You cannot keep such pain bottled inside you. It becomes a poison that eats you from the inside out."

I didn't need this. "Get the fuck out of my head."

She remained where she was. "Please, Max. Just let me help you through this. You are not the only one who has lost those dear to you. You must discuss this matter, if not with me, then with somepony closer to you." Through the red that was slowly sneaking into my vision, I could see that her face spoke of losing many loved ones over the years. I could see genuine pain and loss in her eyes, but her tone only conveyed honest concern for me. It was enough to snap me out of my murderous rage.

Taking a few deep, calming breaths, I tried my best to consider the situation from her perspective. She had every right to be suspicious of the flock. It wasn't necessarily her fault that she happened to enter into a nightmare. Come to think of it, the real reason I was so pissed off at her wasn't because she now knew about Ari's death, it wasn't even that she had invaded my dream. I hate showing vulnerability, and me bawling my eyes out over Ari looks pretty frickin' vulnerable. Princess Luna, being a total stranger, seeing a side of me that I don't even let most of the flock see really caught me off guard, and as you've probably figured out by now, I don't react well when I'm surprised.

"Ari... made some mistakes," I finally said, after realizing I had been silent for way too long while I gathered my thoughts. "But at his heart, he was a kid. Ari never got a chance to have a childhood and grow up. He had a terrible life, and the whitecoats used him. Ari didn't deserve what they put him through. In the end, he died protecting us, and I won't be able to forget that... ever." In for a penny, in for a pound, I guess. Why not just pour my heart out to her now?

She nodded solemnly. "We never truly stop hurting over the death of those close to us. The best anypony can do is honor their memories by keeping them in our thoughts and hearts." The fact that this bleeding heart crap was legitimately making me feel better really tells you about my mental state.

I let out a sigh. "thank you." She was right, dammit. Just talking about it with someone was lessening the burden. Despite everything, a small grin crossed my face. "I don't suppose you still wanna poke around my head some more?"

The princess gave me a soft smile of her own. "I think that you've clearly suffered even more than you claimed to have at the hooves of these 'whitecoats.' Rest assured that my sister and I will not allow such heinous crimes to continue in our realm."

"Then are you inclined to acquiesce to my request?"

"Are you mocking me?" she asked, pointedly narrowing her eyes.

"Nay, fair maiden! Thou woundeth me with they saucy toungue!"

Luna stepped closer, looking directly into my eyes. "'Twould behoove you to mind your words, for only a true dullard of a mouse would speak ill of a lioness in her presence." Her glower melted into an expression of quiet amusement as she let out a chuckle. "I believe the phrase goes, 'get on my level.'" Still laughing to herself, she turned away and disappeared.

----------

When I woke up, my reaction was remarkably calm, considering that I had been sleeping in an unfamiliar place. To my surprise, I actually remembered every detail of my dream conversation with Luna. The princess's advice seemed to have stuck with me, and that made this the first time in a while that I didn't wake up blubbering like a toddler.

I tossed the covers of my enormous, ludicrously fluffy bed aside and sat on the edge, stretching and yawning. A quick glance outside told me it was just after sunrise. I took a moment to marvel at some of the new information I had acquired last night before bed. One of the most prominent had been the fact that Celestia and Luna control the movement of the sun and moon, respectively. Yeah. Let that one sink in for a minute.

Eventually, I got tired of questioning Equus's physics (or lack thereof) for the thirtieth time and stood up, making my way towards the bathroom. I'll spare you the more gruesome details, but rest assured that Gazzy would have been impressed. After (and probably because of) my morning ritual, I decided to actually pay attention to my personal hygiene for once. Nobody had commented on it, but we looked like hell after our flight and fight. My mom's constant hints that I should freshen up more had taken their toll recently. I paused for a moment and laughed quietly. The biggest problem I'd had over the last few months had been my mom's lighthearted nagging. Go figure. I stepped out of the shower and threw my old clothes back on. Bad idea. I made a mental note to get them cleaned as soon as possible.

Back in my bedroom, something was wrong. Something felt... out of place, like something was there that shouldn't be. Gut instincts have never steered me wrong in the past, so I dropped into a low crouch and swept my eyes around the room once again, but nothing was there.

Immediately, I sighed, relaxed, and straightened up. "Fang, you asshole, show yourself."

The jerk materialized leaning nonchalantly against a wall with a small smirk on his smug face. "I just can't get one by you, can I? What tipped you off, Sherlock?"

I waved a hand in front of my face in an exaggerated motion. "Your B.O. You could make a skunk cry right now."

He ignored me.

"Well good morning to you, too, sunshine."

"Celestia wants us to join her for breakfast," came the terse reply.

I sighed theatrically. "You have way too much energy in the mornings. If you don't calm down, I'm gonna have to put you in a time-out." Fang couldn't even be bothered to reply and simply shook his head. He was probably overwhelmed by my comedic genius. "When did you talk to her?"

"I took a walk."

"Really?" I grinned. "The princess allowed such a foul monster to roam her castle's corridors unattended?"

His smirk grew wider. "Nah. I left the beast in here."

"Har, har."

Fang suddenly became gravely serious. "Speaking of monsters..." He produced a rolled-up newspaper from his jacket pocket and tossed it to me. "Check out the front page."

When I unrolled the paper, a picture of Rainbow Dash and myself greeted me. Whoever had taken it had caught us when we were arguing in the courtyard, and the face I was making was pretty horrifying. My lip was curled up in a snarl and the look in my eyes suggested that I was about two seconds away from tearing the pegasus's throat out. What worried me most, however, was the headline.

Monsters in Canterlot?
Celestia's Newest Guest Threatens the Bearer of the Element of Loyalty

It was quiet for a moment.

"Wasn't Rainbow Dash honesty or something?" I ask, only half joking. I ignored Fang's eye roll and continued, a bit more seriously. "This is definitely something we need to straighten out with Celestia. I hate to say it, but we probably need to make some sort of public appearance so that the princesses can vouch for us. Refusing to acknowledge anything will just make them even more paranoid."

Fang simply shrugged and grunted what I hoped was an affirmative. What can I say? The dude's an expert conversationalist.

I stuffed the paper into my windbreaker's pocket and started towards the door. "I guess it's time to get everyone up." As a response, Fang pushed off the wall and fell into step behind me.

Stepping out into the hallway, I took stock of the multiple guestroom doors. I had memorized each flock member's room last night, and I headed for the one who I knew would be hell to wake up, because I'm kind of a sadist. Thoughtfully, I made sure to knock extra loud to make my presence known to the room's occupant in case he wasn't decent. I also made sure that the door slammed into the wall when it swung open.

Iggy was sprawled both around and under the covers of his bed, contorted in a position that didn't look physically possible. I couldn't tell where his wings ended and his arms began, he was in suck a tangle of ridiculously long limbs. A sinister smirk crossed my face when I noticed that he was stirring and groaning from all the noise I was making. "Rise and shine, Igster!" I chirped loudly, because I'm just caring like that. "It's time for breakfast!"

The lanky teen simply rolled over and moaned, "Not if you're fixing it, it's not." He let out a sigh as he drifted back off to sleep. "Bite me," he added as an afterthought.

"Tsk, tsk, tsk," I clicked my tongue and shook my head. "We can't have that now, sleepyhead," I quipped with false cheeriness as I wandered over to the side of his bed. Fang suppressed a chuckle when I flashed him a jaunty wink and reached for the bottom of Iggy's mattress.

With a mighty heave, sheets, mattress, and mutant alike went airborne. Iggy's half-awake squeal of surprise is something that I will always cherish. His head poked up over the now-empty bed frame and fixed me with a bleary-eyed glare that did absolutely nothing to quell my hoots of laughter.

"There will be vengeance," he muttered without the slightest trace of irony. "I swear it."

"Bring it, beanpole."

Without another word, Iggy flipped me off, pushed past Fang, and exited the room, presumably to plan his so-called vengeance with Gazzy.

Nudge and Angel were much easier to wake up, seeing as Nudge was up as soon as I mentioned Pinkie Pie and Angel was waiting for me with Total in her arms when I opened the door. I love her to death, but that girl gets creepier every damn day.

When we had all gathered in the hallway that connected our rooms, I set off purposefully in the direction that I was certain we had came from last night. I was feeling adventurous, so we wandered the corridors for several minutes, passing many identical stairways and doors. We weren't lost, though. My internal compass (just another perk of being a mutant birdkid) was steering me in the right direction, until we found a wall where the doors should have been.

"What the hell?!" I yelled, glaring at the offending structure as if it would simply disintegrate and allow us access.

Fang shook his head ruefully and fixed me with that infuriatingly confident, easy smile of his. "Max, you can't rely on your internal compass. The architects didn't build this place to fit what you think it should be like."

"Yeah, well they should've," I grumbled. "How do you know where anything is, anyway?"

His grin widened as he chuckled. "Celestia told me." I glared after him as he spun on his heel and turned a corner. "Come on, fearless leader!" I heard him shout.

The jerk had us at the double doors from last night in less than two minutes, so I guess he won that one. For those of you keeping track at home, that would be Fang: 1, Max: 258. I punched him in the shoulder before shoving the doors open and guiding the flock in like the great leader I am.

All the ponies were already gathered around the table, save for Pinkie Pie. She popped out of a gap in the tile at our feet, scaring the shit out of all of us. I think Total may have even pissed a bit, though he would never admit it and I was a little busy having a heart attack. ""Wha... How... When? Why?!" I stuttered dumbly at her.

The living threat to the stability of the multiverse simply flashed me a cheeky grin that said that she knew many things that I didn't. "Life has many doors, Ed-boy."

"What." It wasn't really a question, but more of a statement intended to relay the failure of all of my mental facilities.

"Oops, sorry," she chirped, her infuriating grin unmoved. "Wrong meme." The pony pranced back over to the table and took a seat, as if she had completely explained herself, leaving a dumbfounded flock in her wake.

I shook my head to try and rearrange my thoughts and became aware of Rainbow's hysterical laughter. All the others were snickering to some degree as well, and I realized that if this sort of thing happened on a regular basis, then we must have looked pretty ridiculous. I also realized that I just couldn't bring myself to care anymore.

Twilight took pity on us and spoke up, "It's better to just not question Pinkie. She operates on a different plane than us mere mortals."

Slowly, the gears started turning in my head again, and I made my way over to the table and took a seat, smiling gratefully at the unicorn.

"Sugarcube, ya need to understand that Pinkie Pie is just gonna be Pinkie Pie, and the less ya question it, the fewer headaches yer gonna put up with," Applejack quipped with a light chuckle.

"I'll try to keep that in mind."

Everyone fell silent once again as the food was brought out. Once again, everything made my mouth water, and I didn't even know what all of it was. This time, however, we made a point not to dive into the meal like starving animals. That's not to say we had good table manners by any stretch of the imagination, but at least we didn't traumatize anyone this time.

The food was delicious... again, and pretty soon the ponies started to engage us in polite conversation. It actually felt... nice. Enjoying a meal with anyone outside the flock isn't exactly something we do often.

I finished my breakfast quickly. Nice as it was, we still needed to get down to business. The whitecoats weren't gonna sit around, waiting for us to make the first move. I set down my fork and swallowed before addressing the solar princess, who had remained strangely silent until now. "Did you come up with any kind of plan for getting rid of the whitecoats?"

She nodded solemnly. "Yes. I intend for us to leave soon after we finish here. I am sorry, Max, but I must talk to them as well. I know now beyond a shadow of a doubt that you have been through terrible things at their hands," Luna winced at that. "But I could not live with myself if I acted without first obtaining their side of the story."

That was all I could ask for, really. All she would need as proof of their malignant intentions was two minutes of Lady Hitler's self-important squawking. I nodded my assent and piled a little more scrambled eggs on my plate. while waiting on the others to finish. I really didn't want to think about why ponies have eggs.

"Additionally," she said, proving that nothing can ever be easy for us. "I have arranged a press conference for you all to take place upon our return. I'm sure that you all have seen the article printed about you?" Oh yeah. I knew I had forgotten something. Fang stole the paper from my pocket and passed it around the table and made sure that everyone saw me in all my printed rage.

"Jesus, Max! You look like you're about to kill her!" Gazzy yelled, before softly describing the image and article to Iggy.

Celestia cleared her throat, and the room became quiet again. She's really good at that. Princess Celestia kinda has that whole 'disappointed mother' thing going on that instantly demands your respect and attention. Even the flock, rebels though we are, couldn't help but shut up the second she made a sound. "Quite. As I'm sure you can imagine, it is immensely important that my little ponies understand exactly who you are and why you're here, as well as your benevolent intentions. I'm afraid that they tend to fear the worst when confronted with the unfamiliar."

Luna chuckled and shook her head admonishingly. "I told you all this 'freedom of the press' nonsense is just that, sis. If the public isn't going to treat it with respect and responsibility, then why should they be allowed to use it?"

Wait... what?

"We have been over this many times, Luna, and we will discuss it once again, later. I do not wish to become a tyrant. Our ponies should be free to do as they wish, if they are not harming anypony."

The smaller princess lowered her head and muttered, "Yeah but... they're being stupid."

Nudge looked up from her plate at that, a confused expression adorning her face. "If you knew that everybody would freak out about us, then why didn't you try to keep us out of the public view? Twilight had us go through all these backroads and junk in Ponyville. Why just bring us in a huge, golden chariot?"

Luna blushed through her fur (somehow) and mumbled something while her sister just stared, a playful glint in her eye. "What was that, Princess?" Pinkie Pie asked cheekily, pulling out a comically large ear trumpet from who knows where and holding it up to the alicorn. "I didn't quite catch that."

"I didn't let her, okay?!" she shouted directly into the trumpet and blushing furiously. Pinkie was unfazed. "I was really excited at the prospect of meeting real aliens, so I just pestered her until she sent for them directly, rather than waiting for nightfall like she originally planned."

The room was silent for a moment, but then Celestia spoke, "She can be very persuasive."

That did it. For what felt like the twelfth time in as many hours, we burst into real, happy laughter. The image of Luna bugging her sister like a regular younger sister seemed so ridiculous, but believable. "Wait, wait, wait," Applejack managed between snorts. "Y'all mean ta tell me that ya just pestered her like Apple Bloom does ta me until ya revealed a huge potential threat or asset ta tha country? And ya just let her?" Wow. The mare was smarter than I originally gave her credit for.

All eyes turned to the solar diarch once again. "I repeat my earlier statement." She let the laughter go on for another minute or so before clearing her throat and indicating her desire for silence. "Well, if you are all quite finished, then I suggest that we prepare to leave."

Rainbow Dash jumped out of her seat and hovered over the table, boxing with an invisible enemy. "Alright! Let's go show those whitecoats who's boss!"

As the pegasus turned and flew towards the door, Celestia raised a hoof and called after her. "Rainbow, please wait a moment." She had the look of someone who had forgotten to say something and was seriously regretting it. Coincidentally, that was exactly what happened. "Actually, I neglected to mention that the Element bearers will not be joining us. I intend to only bring myself, Luna, and the flock."

I swear to God their jaws hit the floor. This is not an exaggeration. They unhinged like a friggin' snake's and extended to their hooves, like a cartoon. It was really off-putting. Then, as one, they began to protest.

"Oh come on!"

"Ah beg yer pardon?!"

"I believe we can take care of ourselves. Thank you very much!"

"Um... if you don't mind..."

"Princess, I hate to second-guess your judgement, but-"

"I LIKE YELLING, TOO!"

The awkward silence Pinkie's outburst caused actually gave the princess time to explain herself. Maybe there was a method to the strange mare's madness. Although, considering she chose that moment to stick her hoof into her mouth and blow, causing her mane to "pop" and then "reinflate," I couldn't be too sure.

"Anyway," Luna began, staring at Pinkie warily. "What my sister was trying to say was that we're both fully aware of your capabilities. Your previous triumphs display that very clearly. However, confronting these whitecoats with two princesses, their mortal enemies, and six bearers of the most powerful magical artifacts in existence-"

"And a dog!" Could you ever figure out who it was that said that?

Celestia nodded in agreement and amended her sister's statement. "And a dog, may prompt them to attack us preemptively. While bringing the flock will not improve their mood, I do wish to have them present in case the worst happens." None of the ponies seemed particularly happy about it, but they agreed to Celestia's proposal begrudgingly. She addressed the Avian-Americans in the room alone, now. "That said, I know what these... people have put you through, but I am asking you to at least allow them to explain themselves. After all, you did say that this particular group simply wished to leave your world, correct?"

Iggy's face darkened menacingly. "They sure didn't seem to have healthy plans for this place, either."

Both sisters nodded grimly, apparently agreeing. "Should the worst occur," Luna remarked, "We are prepared to defend Equestria by any means necessary."

Well that didn't sound ominous at all.

"Okaaaaay," Nudge uncomfortably entered the conversation. "After that vaguely threatening comment, how about we go ahead and get ready to leave?"

Celestia and Luna stood from the table as one. "I agree. I would prefer to give the whitecoats as little time to meddle in my kingdom as possible until we are absolutely sure of their intentions. Luna and I will be back in a few moments. We need to settle a few matters before we depart. Please feel free to make yourselves at home until we return." With that, the two alicorns rose and exited the room, leaving behind six ponies, six mutants, and a dog, all of which were in way over their heads.

----------

It had taken much less time than Julia had expected to reach the edge of the Everfree Forest, as the Nightmare called it. Thanks to the creature's guidance, the small army of robotic eraser units had made great time, even through the choking underbrush of the forest. The trees dwindled and eventually gave way to a small plain, but the Nightmare advised her host to hold the robots just inside the tree line, out of sight.

She sighed as she considered the mountain and the city jutting our from its side. How would you propose we approach Canterlot without being seen? she thought impatiently.

The research director felt the Nightmare smirk from wherever she resided in her brain. It was an altogether unsettling feeling. Who said anything about stealth?

Author's Notes:

Do you guys think this warrants a comedy tag? The story is gonna take a turn pretty soon, and there's going to be very few laughs, but I don't know if I should add it for the earlier chapters.

Chapter 7 *Rewritten*

"Max."

I stared out from the balcony on one of the castle's towers, drinking in the scenery. I could see for miles, thanks to Canterlot's mountainside perch. From my vantage point, Ponyville, as I had been told it was called, was clearly visible beyond the Everfree, the forest we had arrived in.

"Max."

My thoughts wandered as I glanced up at the mid-morning sun. Everything that had happened still seemed incredibly surreal.

"Max!"

The voice that had been calling me made me jump when I finally noticed. Internally, I berated myself both for being startled by something that stupid and for letting my guard drop in order for me to be startled in the first place. Turning quickly, I attempted to blow off my initial surprise by acting all cool and leaning against the balcony railing. Princess Celestia stood there in front of me, looking more confused than anything at my unintentional rudeness.

"Something on your mind?" she asked quietly, wearing an expression that, if I didn't know any better, I'd say was downright maternal.

I sighed and weighed the merits of actually opening up to her and thought eh... screw it.

"It's just a whole lot to take in," I began, relaxing a little. "I'm used to some pretty crazy shit happening to me and the flock, but dimension-hopping is a new one even to us. Things are going really fast and for once, I'm the one left in the dust. Since we got here, I've been kind of running on autopilot, because I'm afraid that if I stop and think about what's happening around me, then I'll have to be fitted for a straitjacket." I looked the magical pony princess of gumdrop land up and down. "Actually, I probably need to go ahead and see a tailor."

She let out a laugh that sounded like tinkling bells... damn that sounded gay. Regardless, the sound was legitimately soothing to listen to and once again, I found myself marveling at the informality of her and her sister's mannerisms. "For what it's worth, I don't think you're crazy."

I scoffed. "That sure means a lot coming from the magical, talking, and flying horse with the rainbow mane that flows in wind that doesn't exist."

"Says the fearless leader of the hairless, non-magical, talking, and flying primates from another dimension," she shot back, pairing the remark with a cheeky smirk.

Scowling, I asked, "Have you been talking to Fang, lately?" I shook my head as her face suddenly took on a much more grave expression.

"Jokes aside, Max, I do have worries that I would like to speak to you about."

I cocked my head in confusion before nodding. "Okay. Shoot."

There was an extended silence as the princess gathered her thoughts. After almost a minute, she sighed and began to speak. "I need to know what you truly believe about these particular whitecoats' intentions. I understand the terrible things that they have done to you in the past, but you have said yourself that this is a new group who simply wished to escape your world in favor of another. So tell me, do you think there is any hope for a peaceful solution?"

I looked out towards Ponyville (that frickin' name) again. I wanted to tell her exactly how many times we had been experimented on, beaten, abused, and downright tortured at their kinds' hands. I wanted to tell her how it felt to live on our own and free, only to have that freedom shattered in the worst way possible. I wanted to tell her what it was like to be hunted for months, living on the run and eating garbage and rats to survive. I wanted to tell her how they overshadowed every happy moment in my life, making me wonder when it would be snatched away from me again. I could have ranted and raved at her about what the whitecoats had done to us for hours, but I didn't.

Instead, I took a deep breath and turned to her, making a conscious effort to remain as stone-faced as possible. "To be perfectly honest, Princess, I have absolutely no freaking idea. These particular whitecoats..." I paused, trying to come up with the right words. "They're not motivated by the same things others are. The way I see it, they genuinely want to escape and 'expand the boundaries of science,'" I tried not to laugh at Celestia's reaction to my use of air quotes. "By exploring another world, rather than torturing and experimenting on innocent kids. But at the same time, something tells me that these people ain't exactly out to make with the warm fuzzies with the locals-warm and fuzzy as they are-if their leader's speech before we left and her forces attacking the flock and Twilight directly afterwards are anything to go by. I'd say to go with an initial understanding and peaceful stance, but keep an undertone of 'I'm gonna kick your ass six ways to Sunday if you don't cooperate.' Really scare the shit outta them to keep them in line. It'd be funny."

At my last comment, she shot me a skeptical glance, but then returned her gaze to the horizon, her face molding into one of careful consideration. After a moment of silence, the alicorn spoke again. "I have one more question of a more practical nature, Max."

"Sure. What is it?"

"How do you recommend we find the whitecoats? Do you remember exactly where they were in the Everfree? It is a rather large forest, after all." Celestia asked her questions in a very unique way that made me confused as to whether I wanted to laugh or punch her straight in her smug muzzle, though the second probably wouldn't have gone over too well.

I was preparing a scathingly smarmy remark about how I knew exactly where they were (I didn't), I was a great navigator (I wasn't), and how she should be ashamed that she had insinuated such (she shouldn't have and wasn't). Unfortunately, just as I was about to deliver the most devastating one-liners in the history of one-liners, a fearful shout from another balcony drew my attention to a Royal Guard, whose shaking, pointed hoof in turn directed it towards the Everfree, where a cloud of winged figures was rising, increasing in size by the second.

My sigh was explosive as I fixed the princess with a thoroughly not amused expression. "You just had to ask, didn't you?" Even as I joked, I felt my heart sink. I never guessed that they would act this quickly, nor with a force so large. The look on Celestia's face implied that she was feeling much the same as I was.

"Max," she began, the trembling in her voice worried me more than anything else. "Are... are those..."

"Yep." I clenched my fists and shook my arms and legs, loosening them up for the fight that was clearly coming, and fast. "Flyboys."

The princess wasted no time. "Lieutenant!" The guard from the other balcony was at our side in an instant. "Notify Captain Shining Armor immediately, tell him to mobilize every available guardstallion and mare and prepare for battle, but under no circumstances are they to attack unless first engaged. We do not fully understand what we are dealing with, and I would prefer to avoid loss of life. Is that clear?"

"Perfectly, Princess," the stallion answered with a rigid salute.

"Dismissed." Then he was gone. That done, Celestia addressed me, an unfamiliar grave expression adorning her normally calm muzzle. "Max, gather the flock and tell them the same thing."

Much as I hated to play nice with these bastards, I kinda hated dying at the hands of an army of flyboys even more. Even so, if-no, when-things went south, we were gonna give 'em hell, and with a whole city of ponies on our side, I could even see us winning.

But not without severe loss of life, Max, on both sides. Diplomacy is our best option at this point, fragile and fake as it may be. Dammit. The Voice was right. Negotiation was our best bet.

"Flock!" I felt a rush of pride when they were all at my side as quickly as the princess's guard. "We're gonna talk it out with the assholes. Do not throw the first punch, but when they double-cross us, feel free to throw a hell of a second one." I received grim nods and sneers from everyone. I was so friggin' proud it hurt.

Luna and the other ponies were quick on the heels of my pep talk. The lunar diarch took her place at her sister's side, while the others held back nervously, but they all had resolve. I could tell from their posture. All of them were scared out of their wits, but they would do the right thing. "Princess, we want to help," Twilight said.

For an instant, a wince crossed Celestia's face, but it was gone as soon as I blinked, making me doubt I had seen it all. "I do not wish for you to be hurt. Please, remain here. Assist the guards in any way you can, but do not follow us." Huh, that's a different tune then she was singing at breakfast, and Twilight noticed, too. "Max, where is their leader?"

I resisted chuckling. I guess that was the closest I was ever gonna get to an alien asking me to take it to my leader. I swept my eyes over the ever-increasing cluster of flyboys in the sky, before moving my gaze to the ground beneath them, where I could barely make out a lone figure at the base of the mountain. Wordlessly, I pointed her out to the princess, who ignited her horn and began charging up for something.

The last thing I remember before everything went white was Luna muttering, "I can't deal with this horseapples. I should have been in bed hours ago."

Author's Notes:

Sorry for the shorter chapter, guys. Writing's been going slowly and I didn't want you to leave you hanging for so long. Hope you guys had a great (insert winter holiday here) and here's my late gift.

Chapter 8 *Rewritten*

I felt a sickening, lurching sensation and suddenly I was on my hands and knees in cool grass. My stomach rebelled against the rest of my body and made sure to make a big show about it. I just barely managed to keep my breakfast down and shakily got to my feet. Around me, the flock was dong the same, while the princesses looked on in concern. Unfortunately, Nudge an Gazzy hadn't been able to keep themselves from puking their guts out. Poor guys.

A quick catalog of my surroundings told me a couple things. First and foremost, we were all here and in (arguably) good shape. Second, judging by the now-familiar mountain bearing a city at whose base we now stood, Celestia had teleported us. Awesome as the idea seems, I'll have you know that the experience is much less glamorous in real life, if I could even call the shit we get into "real life" anymore. As it was, I simply filed the information away under "more magic bullshit." I shot the white alicorn a glare that I hoped conveyed something like "frickin' warn me next time."

Apparently, I got through, because she winced sympathetically when she met my eyes. It almost made me feel a little guilty. Except it didn't.

Finally, I focused on the thing that probably should have been my first priority, or at least my second: the Feminazi herself. The bitch was standing proudly and at least a foot taller than I remembered, and there was a palpable aura of power around her. Something had definitely changed since we last met, and boy was she feeling good about it.

"Princess Celestia and Luna, I presume." Her holier-than-thou tone made me ball up my fists in anger, itching to deck her right in her smug face. "I come before you with but one, simple request. I desire total control over your country. Refusal to satisfy me would be... unfortunate for all the dear citizens of Canterlot."

The princesses' faces hardened. I guessed that peaceful negotiations were already out the window. Celestia and Luna stepped forward stiffly and defiantly. "If you truly believe that we will simply give you sovereignty over the ponies we are sworn to protect, then you severely misunderstand how things work in Equestria," the elder sibling proclaimed.

Luna nodded to her sister and stared challengingly into the whitecoat's eyes. "We will not negotiate with terrorists." I'll admit that I'm not a huge fan of action movies, considering that my entire existence basically is one, but I'll be damned if that line isn't badass. "Should you harm even one hair in the coat of one of my little ponies, Faust herself will not be able to save you."

Instead of backing down in the face of such a blatant threat, Lady Hitler (should I actually bother to learn her name?) chuckled, an infuriating smirk on her face. Whatever had happened since we last met must have given her a serious ego boost, and it was really beginning to grate on my nerves. "We both know that that is an empty threat, Luna. You and your sister wouldn't dare risk the safety of your subjects, even if it meant sacrificing your kingdom.

The lunar princess stomped at the grass, horn and wings flaring aggressively. "Do not pretend you know me, human!"

There was that chuckle again. "Who's pretending, Lulu?" For a moment, the bitch's eyes flashed teal and her pupils became slitted and draconic. "The Nightmare sends her regards."

The mood instantly changed. I hear both sisters gasp in shock, then Luna slowly strode forward, making calming gestures with her wings, as if approaching a dangerous animal. "Human, you know not of what you meddle with. The Nightmare may seem to be a powerful ally now, but she is a creature who thrives on deception. She will betray you as soon as you cease being useful. I was once seduced by her promises of power as well. Please do not fall as I did."

The flock looked to me, their expressions confused but wary. I signaled for them to "wait and listen" in our own little made-up sign language. Something serious was going one with the whitecoat, and I sure as hell didn't want to be the one to escalate things (which was actually a nice change of pace).

For a moment, it looked like the scientist was considering Luna's words, and a worried pall fell over her face, but then she cocked her head as if listening to someone whisper in her ear. The smug look instantly returned, and she let out a sinister laugh. "It's not my fault that you were too weak for the Nightmare, Princess." She spat out the word like it insulted her mother. "And my name is Julia Carpenter. You would do well to remember it. After all, mine is the name that will go down in history as humanity's salvation.

Great, now I had a name for the textbook case of megalomania. Why is it that these idiots always think murder is the answer for all people's problems?

Luna stopped advancing, her posture now still and uncertain. Celestia took the opportunity to say her piece. "You are deluding yourself, Ms. Carpenter." I resisted the urge to scream out my thanks when the princess called Julia out for her idiocy. "I fail to see how attacking my kingdom will help your own race. After hearing the terrible things you and your fellow researchers have done to the flock, here, I am reluctant to accept your justification for anything."

At her words, Carpenter finally acknowledged us, though I wasn't thrilled about it, as the scorn and hatred in her eyes filled me with legitimate fear. Regardless, each of us remained resolute, and I met her hate-suffused gaze with a matching one. I kept my mouth shut before my snark got us into trouble, and hoped the flock had the sense to do the same. "What of the mutants?" she asked, seething. "They're not even human. Their existence was a mistake, one I intend to correct."

Then again, we all know how well I react when I'm pissed off and terrified. "Listen, cunt," I snarled, stomping forward ignoring the protests of the flock. "We didn't ask to be created this way, we didn't ask to be freaks, and we sure as hell didn't ask to be tortured and hunted for our whole lives. You assholes did this to us. So if you're not brave enough to take responsibility, at least have the decency not to punish us for something we have no control over. I thought racism was something rednecks resort to when they have no one else to blame for their own mistakes, but I guess that's exactly what's happening here. Funny how that works, isn't it? So you and whatever the hell you have swimming in your head can fuck off."

At this point, I was standing directly in front of the whitecoat. Her eyes were hard as steel as she stared slightly down at me, but mine were diamonds. For once in my life, I was grateful for my freakish height, because I would hate to give this speech while craning my neck. Deep down, I knew that threatening her was a really bad idea, but I don't tend to make the best decisions when pushed. Fang and Iggy confirmed this when they muttered "Dammit, Max," in sync.

Her eyes turned teal and slitted once again, and stayed that way this time. When she spoke, it was not the voice of Julia Carpenter. It was a silky growl, quivering with barely-controlled rage. "Mind your tongue, half-breed. You cannot fathom one iota of my power. I am immortal, and I have been around since the birth of the very planet on which you now stand. What keeps me from striking you down before you draw your next breath?"

"I can think of at least eight people, the worst of which is standing right in front of you," I spat, indicating the flock and the princesses, all of whom looked ready to jump to my aid in the very, very likely event of a fight breaking out, though they weren't happy about me being the cause of it.

Celestia chimed in there. "I had hoped to resolve this peacefully, Julia, but if you are allied with the Nightmare, an enemy of Equestria, then you must also be treated as such. My sworn duty is to protect my little ponies, and I am not afraid to get my hooves dirty in the process of carrying out my vow."

Julia's eyes returned to their normal color and she chuckled menacingly... again. "I suggest you rethink that statement, Princess. We wouldn't want you to do anything rash, now would we?"

I saw some movement out of the corner of my eye and a sickening chill ran down my spine. I had completely forgotten about the flyboys during our "negotiations." I spun in place. My heart started racing and I could feel the adrenaline enter my system, preparing me for the fight that I knew was coming as soon as I caught sight of the small army that had descended to land just behind the flock and the princesses.

When they saw my reaction, the flock sprang into action, forming a tight circle an readying for battle. Luna and Celestia were slower to react, and by the time they faced the flyboys, the first of them were already upon them. Their horns burned with fierce light, assumingly to blast the whole force to hell, but two streaks of black energy blazed past my head and struck them directly in their horns.

Just like that, both princesses dropped like ragdolls.

I saw red, and whirled around with a haymaker aimed directly at the bitch's stupid mouth. It was stopped dead by her hand, still engulfed in a swirling vortex the same color of the blasts that had felled the princesses. It felt like there was a steel vice around my fist, and the aura faded to reveal that Julia was holding my hand as casually as one would an egg. The Nightmare, whatever it was, had given her a serious boost in strength.

Fortunately, I'm no lightweight myself, and I have years of experience with fighting dirty. I swung another punch at her face, which was similarly caught. She smirked at me confidently, and I smirked right back, because she had done exactly what I wanted her to do. Never breaking eye contact, I delivered a bone-crushing kick directly to her cooch.

Her face doubled up in pain and she let go of my hands to cover up her very sensitive area. I used my newfound freedom to send my fist crashing directly into her face, knocking the possessed whitecoat on her ass. You have no idea how incredibly satisfying it was. Keeping one eye on her, I turned slightly to check on the flock.

It wasn't going well. There were numerous dispatched flyboys surrounding their small circle, but more were taking their fallen comrades' places every second. Angel, Iggy, and Nudge were already nursing various cuts, and even Fang and Gazzy were starting to tire. We weren't going to win this fight. There were just too many of them.

A flicker of movement caught my eye and drew my attention back to Julia. I twisted out of the way just as another bolt of black energy screamed past me, impacting a flyboy and making it freaking explode!

Be careful, Max.

I resisted scoffing at the Voice's "advice," instead letting out a ferocious snarl as I lunged towards Julia. We may have been outgunned, outnumbered, and out-everythinged, but I'll be damned if we were gonna go down without a hell of a fight.

I feinted right, then punched out with my left, landing a hit in her gut. Following with a kick, I managed to take out her kneecap. The snap of her bone and her subsequent shriek of pain brought a fierce grin to my face. It was, however, quickly banished when she encased her leg in that same, pitch aura.

Her bones creaked an snapped back together, and the bitch straightened, returning my smirk from earlier. I fought to keep the fear out of my eyes, but, judging by the way her grin widened, I was probably unsuccessful. She lashed out with lightening speed, her elongated nails raked down my cheek, leaving bloody streaks in their wake. I let out a hiss as the white-hot pain clamored for my attention, but pushed it aside and punched out, but she deflected the blow and kicked me in the stomach. All of my air left in a woosh and it took all I had not to vomit all over myself.

I sank to my knees, unable to do anything except wheeze. Julia strode forward, looking more as if she had been walking through a slight breeze than participating in a fist fight. She raised a hand that was once again covered in black magic. I don't remember anything after she laughed and sneered, "Good night, mutant."

Author's Notes:

Hey guys. I got an honest question for you. I know this story is getting its fair share of traffic, but none of you are really leaving comments. Why is that? I don't care if it's negative, positive, or completely unrelated, but I would really appreciate it if you would say what's on your mind, because I'm confused if you care about this at all. Also, the next chapter may have a longer wait than the others, as I'm probably going to write something along the lines of Maud visiting a club full of like-minded characters from various different universes. Any thoughts?

Chapter 9

Canterlot was in absolute chaos. The robot attackers had hardly put up a fight against the well trained and driven Royal Guard, but that was likely because their primary mission had already been completed. As the invaders retreated with only minor casualties on either side, it became increasingly evident that the Princesses' meeting with the leader of the force of unknown attackers had not gone well.

That's probably the biggest understatement I've ever heard, Shining Armor thought to himself as he looked down on the city. Multitudes of brightly colored ponies were running to and fro on the streets below, clearly panicked by the recent battle. Luckily, it seemed that nopony had sustained severe injuries, and damage to personal property was fairly minor. However, the captain feared that would change drastically when the populace learned of the Princesses' failure to return.

The captain left the balcony and made his way through the bustling halls of the castle, studiously ignoring the various members of the staff as well as the slightly manic civilians running back and forth in no discernible pattern. He thanked Faust that they were all either too busy or too crazed to recognize him and ask him questions that he simply did not have the answers to. That would unfortunately come later.

Shining Armor finally came to a stop before his destination: the throne room. With a slight flick of his horn and a flash, he flung the doors open, trying with all his might to appear cool and in charge. The unicorn desperately hoped that the slight trembling in his knees was obscured by his armor.

Taking a deep breath, to steel his nerves, he strode inside, head held high as he observed the throne room's occupants. Nobles and reporters were the majority by far, but there were several common ponies in attendance who had the good sense to find the most powerful ponies in existence. Unfortunately for them, the princesses were currently indisposed.

At the front of the room, standing before the thrones and turned to face the crowd, where Twilight and her fellow Elements of Harmony. None of them seemed particularly happy to be there. From what Shining could tell, the crowd had thrown a fit when the princesses could not be found, so they had turned to his little sis and her friends. The white stallion gritted his teeth and growled internally, furious at the injustice of their treatment on any other occasion. Yep, nothing out of the ordinary on Tuesday, but as soon as there's a crisis, they're rock stars, he thought bitterly. No... they're politicians. Ponies respect rock stars.

Shining Armor muscled his way past the last of the nobles and took his place in front of his sister, answering her grateful smile with what he hoped was a confident grin, but was more likely an uncomfortable grimace. The unicorn looked back to the throng of ponies and saw that he had instantly commanded their attention, probably due to his overly flamboyant armor.

He addressed them with a soothing, almost condescending tone. "Ladies and gentlecolts, please calm down. I ask that you leave the Bearers alone, because they know as little as you do. I must ask you all settle down. I can answer a few questions, but soon I must return to our investigation."

The captain held up a hoof in order to stop the initial flood of questions that he knew was coming. This time, the room took much longer to fall silent. "One at a time, please," he requested tiredly.

A haughty-looking unicorn mare was the first to speak. "Where are the princesses? I would much rather deal with them then a useless soldier."

Shining gritted his teeth and valiantly resisted the urge to shout at her. Was the second part really necessary? he wondered. Pushing his frustrations aside, the stallion struggled to find a delicate way to deliver the news of the princesses' recent leave of absence. "They've been kidnapped."

Shining Armor never really was good at putting things delicately. It probably had something to do with Twilight telling him about the birds and the bees by shoving diagrams in his face... when she was six.

Understandably, the throne room erupted into chaos. Sure, they had just been attacked, but that happened on an almost monthly basis. The princesses were always there afterward to offer guidance and comfort. This time, however, was different, and if there's one thing that freaks ponies out more than anything else, it is things that are different.

Somewhere in the Everfree, blissfully unaware of the ongoing crisis, Zecora sneezed.

"Will you all please..." the captain's voice was swallowed by the noise of the assembled nobles. Regardless, he tried again, a little louder. "If you would all just..." The second attempt had twice the success of the first one. Unfortunately, two times zero is still zero. Shining Armor sighed and channeled a small amount of magic into his horn to cast a voice amplification spell.

As he was inhaling to use his newly-modified voice, an ungodly noise beat him to it. It faintly reminded him of an eighth grader attempting to play the trombone, but he had to admit that it did a great job of shutting up the panicking crowd. When he sent a questioning glance behind him, he saw Twilight and her friends glaring at the pink earth pony, who flashed a smile that was meant to appear innocent while holding a trombone that had most certainly not been present when Shining first arrived. The captain decided that, in the end, he valued his sanity over the answer to that particular paradox and turned back to the crowd of ponies, who were now expectantly awaiting his next words.

Shining Armor took a steadying breath and spoke. "The majority of the guard will be completely focused on locating the princesses and bringing them back to safety. However, it would help us immensely if you all would return to your homes and stay there unless absolutely necessary. We will be doing everything in our power to find them, but more meetings like this use up valuable resources and time. Unfortunately, I must ask that you all vacate the premises."

The captain waited a moment for the crowd to disperse, and nearly growled in frustration when the ponies remained in place and muttered amongst themselves. He opened his mouth to hint more forcefully that they leave, but was once again cut off, this time by a drab-colored stallion wearing a fedora and holding a tell-tale notepad that marked him as a journalist. The rag as a cutie mark implied just what kind of publication he wrote for, as well. "Excuse me, Captain, but I'm Inside Scoop, of The Equestrian Inquirer. I'd like to know the connection between the monsters recently brought to the castle and the attackers. You must admit that the resemblance is clearly visible. Are these creatures the perpetrator's of the attack, and if so, how did the Royal Guard allow such a breach of security to occur?"

This time, Shining didn't bother to even open his mouth. He had anticipated the roar of agreement and further questions before it had begun, and resolved himself to waiting for a moment before demanding silence. What he did not expect, however, was Rainbow Dash to streak forward into the face of the now-terrified reporter. He couldn't make out her words, but her body language suggested vehement defense of the mutants, which confused him slightly. The unicorn knew to take the newspapers with a metric ton of salt, but the pictures he had seen showed that the pegasus and lead creature clearly did not get along. He resolved to put the matter aside for a more important one: shutting up the crowd.

"QUIET!" he roared, horn flaring with magic as he used it to increase his volume. Even Rainbow Dash jumped at the yell, and quickly made her way back to her friends, but not before shooting one last dirty look at Inside Scoop. Shining didn't care. He was just grateful that everypony had finally shut the buck up.

He took what must have been his third steadying breath in half as many minutes. "As far as we know at this time, the creatures known collectively as the flock are in no way to blame for today's attack. We have been led to believe by the bearers of the Elements of Harmony and the princesses that their very presence here was an accident, one caused by our attackers. They have told us that they are as much victims of this mechanical menace as we are," The Unicorn winced internally before he spoke again. "However, due to the timing of the attack, the arrest of the flock for questioning is a priority second only to the location of the princesses."

Like clockwork, the audience exploded into noise again, but this time, Shining Armor's only response was to turn back to his sister and her friends. Their expressions ranged from shock and confusion to downright betrayal, and it made him feel like an absolute heel.

He closed the distance between them and did his best to ignore their accusing glares, instead addressing only Twilight. "Can you get us out of here?" As she nodded dumbly and powered up her horn, Shining offered one last announcement to the still noisy crowd. "Thank you for your time. There will be no further questions." He debated for a moment before finally adding, "And have a lovely day."

With that, the group of seven vanished in a flash of lavender, leaving the ponies gathered to answer their questions only with the echoes of their own voices off the cold, throne room walls.

----------

The first sensation I was aware of when I woke up was pain. It was everywhere. My cuts stung, my bruises ached, my head throbbed, and my back felt like I had been lying on concrete all night. I lay there in agony for what felt like eternity, but I had been through worse. My memory of previous events began to return and I realized the importance of taking stock of my situation. For a brief moment, I found myself wondering why I had not been killed already, but I quickly pushed the thoughts out of my mind, instead focusing on the here and now, resolving to find answers only after the current threat was dealt with, preferably in a violent fashion.

I cracked my eyelids open a tiny fraction, in hopes that potential onlookers would think I was asleep. At first, inky blackness was all I could see, but as my eyes slowly adjusted, I saw that my fears were unwarranted. I was alone.

Now that my privacy was confirmed, I sat up and properly observed my surroundings. What I saw chilled me to the bone. Solid stone floors, walls, and ceiling. A door made of sturdy, steel bars. No sources of light nearby. No flock. No ponies. No escape.

I was in a prison. Caged. Trapped. Like a freak. Like a sub-human. Like an animal. Every excruciating memory of the School and what the whitecoats did to me there came flooding back over me in an instant, and I felt myself begin to hyperventilate. I bolted from my spot on the floor and seized the bars, squeezing them until my knuckles were white, desperately casting my gaze around the tiny room for anything I could use to escape. To break out. To be free. To live. To GET AWAY.

My mouth spewed a string of curses unfit to print as I shook the bars, trying in vain to unhinge the door. An ungodly, metallic clanging drew my attention to the heavy padlock on the other side of the door. Seeing a possible avenue of escape, I shot my arms in between the bars and clawed at the lock.

Several minutes later, all I had to show for my efforts were torn fingernails and bloody fingertips. I fell to a seat in a corner and curled into a ball, whimpering in animalistic fear and pain. I felt tears beginning to form and my vision turned watery, but I quickly blinked them away. I wasn't giving up. I would not break now, even after being thrown right back into my worst nightmare.

That bitch may have kicked my ass and locked me away, but I was far from beaten. The flock still needed me, and if the Nightmare thought I was just going to let her torture us to the brink of humanity again, then she was in for a rude awakening.

Thus resolved, I allowed myself a small smirk and leaned more comfortably into my corner. Someone had to come check on me sooner or later, and when they did, I would be ready for them.

I cast another cursory glance around my tiny room while I attempted to formulate some kind of plan of action. There really wasn't much to look at. It was just over three feet from one wall to the other. I couldn't even stretch my arms out all the way, and I could forget about opening my wings. The length from the door to the back wall was a little more lenient. I could just barely lie flat on the ground, not that I particularly wanted to. Honestly, I'd slept in worse places. The only reason I had lost my cool when I woke up was because, unlike our days on the run, I wasn't free to come and go as I pleased.

Needless to say, the flock's experience at the School traumatized all of us, and I was certainly no exception. Angel's kidnapping and our uninvited visit to Itex's headquarters only served to exacerbate my acute phobia of being trapped. I'm sure the avian DNA swimming around in my bloodstream didn't help, either.

Shaking my head, I forced away those dark thoughts and focused more intently on coming up with a strategy on how I was going to escape. Tried and true as it was, my usual method of punching the bad guys in the face a bunch until they cried for mommy wasn't likely to cut it here. The literal supervillain we were facing probably had something to do with that.

That last thought triggered something in me. Since the flock had shown up in Ponyworld, I had been making internal jokes about Saturday morning cartoons and Disney movies. This "Nightmare" certainly fit the stereotypical antagonist role, and everybody knows that the supervillain's favorite pastime is monologing. If I could get her down here and keep her talking, maybe I could trick her into revealing her endgame prematurely, or at least distract her until I could make a move.

It wasn't quite the work of Sun Tzu, but I had pulled through worse situations with much less of a plan. I shifted around slightly in a futile attempt at finding a more comfortable position. Eventually, I gave up and fell asleep to dream about wiping that smug bitch's grin off her face.

Author's Notes:

Alright, here is a thing I wrote. I hope you guys like it. I apologize in advance for my slow writing schedule. Work, exams, and various end-of-the-year projects are all converging as teachers try desperately to get a few more grades in, so I won't be able to write with regularity for a while. I hope this will be able to tide you over for a couple more weeks. I'm also going to be trying to make each chapter a little longer. I feel like you guys deserve at least that much. See ya on the flip side.

Goddamn I'm never saying that again.

Chapter 10

Author's Notes:

Sorry for the long wait and shortness of this chapter. I was going through a bit of a slump that wasn't helped by the fact that "Amending Fences" totally destroyed a scene that I wrote a while ago as the set up for a dumb joke. I left it in, even though it's clearly against canon, because this whole thing isn't exactly faithful to the show bible and, frankly, I don't have the motivation to completely rewrite some part of this story again, no matter how inconsequential. Anyway, sorry again for the shortness of this one. I have a little more of a plan of where this story's going, but I'm leaving for college pretty soon and am going to be insanely busy. Apparently, glacier speed is the only way I can write.

All was quiet in the tower. Countless shelves, which used to house thousands of lovingly-maintained books, now stood looking forlorn and empty. The shelves themselves were painstakingly dusted and cleaned several times a week by the castle's staff but there wasn't a single living thing to appreciate that fact.

That is, until seven brightly-colored ponies appeared out of mid-air, shaking their heads and attempting to find their bearings.

Twilight, naturally, was the first to recover. She momentarily forgot their situation as she glanced around the room. "Wow," she whispered, mostly to herself. "This place just doesn't look the same without all my books."

The others were equally as distracted by their new surroundings. "What is this place, Twilight?" Pinkie asked, peering inside an hourglass that was bigger than her, idly tapping the glass.

The unicorn shook her head, coming back to the present. "This is my old library in the castle. Well... it wasn't technically mine, but I was in here so often that the librarians practically gave it to me. In fact, since nopony was reading the books in this section anyway, they let me bring almost all of the books to Ponyville when I moved."

Applejack cocked an eyebrow at that. "Now ah'll be the first ta admit that ah don't do much readin', but ah don't think that's how libraries are meant ta do things."

"Oh it's fine. Nopony was reading them anyway," Twilight assured her, while waving a hoof, not at all assuringly. If one strained their ears, they might have heard the lavender mare mutter something sounding suspiciously like "Philistines."

This prompted Rarity to speak. "Twilight, darling, do the librarians... know that you took the books?"

"Can we focus on what's important here?!" Rainbow Dash demanded, having never moved her severe glare from Shining Armor, even during the teleport. "Or has everypony just forgotten that Shiny, here, wants to put the flock behind bars for no good reason?!"

Immediately, the group was refocused on the poor captain, who now found himself on the receiving end of six very powerful, and very irritated mares, with one of them being his younger sister. Understandably, he gulped.

"Listen, that is just something I have to say for the press. It... It's more of a formality than anything. They're just wanted for questioning so we can get the real story. I've informed the Guard to be as gentle as physically possible when approaching and apprehending them. Besides, you have to admit that this whole situation looks pretty suspicious to somepony who hasn't met them."

Twilight didn't look convinced. "Shiny, you haven't met them."

In an instant, the captain's demeanor changed from timid to indignant. "Oh come on, Twily. I can clearly see how strongly you girls feel about the flock. If you don't suspect them then I don't. What kind of older brother do you take me for?"

"That doesn't... um... seem like an unbiased execution of... uh... your responsibilities as Guard captain," Fluttershy mumbled, cautiously raising her hoof in the air. She was ignored.

"And another thing," Shining Armor continued, oblivious to the nervous pegasus's concern. "Don't you think that with the Guard searching for the flock, we'll have that many more resources to devote to finding them and the Princesses?"

Rainbow Dash seemed as if she were trying desperately to find a way to stay angry. "That... sounds..." She steamed for a moment, then deflated. "Like a pretty okay idea, actually."

He shot her a smug grin. "Great. I was just dying for your approval."

Unfortunately, his sarcasm was lost on the egotistical mare, and her head very nearly swelled visibly. "Heh, thanks. I..." The look of dawning comprehension on her muzzle resembled the author's when he realized he wasn't as great at making comparisons as he thought he was. "You know..." she drawled, as the group shared a chuckle at her expense.

Twilight attempted to get them all back on track. "So..." she began, turning to Shining, "Where do we start looking?"

The grin faded from the captain's muzzle and was replaced by a sheepish expression. "Uh. Actually, we were planning on waiting for you six to make a decision and then follow your lead. There aren't exactly a ton of ideas floating around the Guard."

He wilted as the incredulous gaze of his sister and her friends fell upon him. Shocked silence reigned for several moments before Twilight exploded... literally.

"ARE YOU KIDDING ME?!" she roared as flames burst from her mane and tail, bathing the room in heat. "You have nothing?! No plan?! Just 'follow Twilight and her friends?!' That's it?!" The mare took a deep, steadying breath and most of the fire in her hair extinguished, but a few flames still remained as she glared at her brother, silently demanding an answer.

"Look," he began, only the slightest bit terrified by his sister's outburst. "It's not my fault. Every time some monster-of-the-week shows up, the Princess has you and your friends take care of it. Yes, that one time at my wedding it was Cadance and I, but even then the 'battle wasn't won with force or any kind of tactical planning. That's the thing with the Guard. Other than general peacekeeping, we're essentially worthless, because we're never called upon. We were lucky that those monsters weren't interested in fighting any longer, or we would be in a lot more trouble." At this point, Twilight had almost completely calmed down, but Shining knew he ought to watch his step.

"All I'm saying is that, sadly, you girls are more prepared for this kind of conflict than we are. We'll help in any way we can, but we're gonna have to defer to you on this one."

Twilight shook her head as the last few tongues of flame went out in her mane. Her brother visibly relaxed, as his chances of getting out of this without being castrated and/or burned in the third-degree had just doubled. "I guess I can understand that," the mare said. "But I'm having a serious discussion with Celestia about how the Royal Guard is run as soon as this is all over."

Shining Armor chuckled lightly, staring at his hooves. "That's all I can really ask for."

Rarity looked around for a moment, searching for a way to tactfully dissolve the tension that had been building for the past few minutes. She raised a hoof to her mouth and was about to daintily clear her throat when Rainbow Dash opted for a much more direct approach.

"Sooo... Not that seeing all of Twilight's family drama hasn't been just loads of fun, but does anypony have any actual ideas about where to find the Nightmare and by proxy, the princesses and the flock?"

Applejack shot her a sideways glance. "Proxy?" she asked, raising a questioning eyebrow and smirking slightly.

The pegaus wilted. "Just because I used to think reading was stupid doesn't mean I can't enhance my vocabulary now."

"You better be careful," Pinkie teased, poking Rainbow in the side. "You don't want to become some crazy egghead like Twilight."

The unicorn in question blushed and looked her hooves, but she giggled, regardless. Shining Armor, however, looked as if he desperately wished he had chosen a different line of work.

"Um... Girls, I think we've gotten a little off track," Fluttershy pointed out, and for once she was not ignored.

Twilight' blush faded and she looked up, a much more serious expression on her face. "You're right, Fluttershy. Our friends and the princesses are in trouble while we're just sitting here laughing."

"You got something against laughing?" Pinkie demanded, invading the last surviving shreds of what Twilight liked to call her "Personal Space Bubble" and fixing the lavender mare with a soul-chilling glare.

"N... no," Twilight stuttered uncomfortably, levitating the earth pony away from her. "I simply mean that there's a time and a place for it, and right now we should focus on rescuing the flock and the princesses. Now, does anypony have any ideas about where they could be?"

Several shrugs, some shaking heads, and one utterance of "Beats the buck outta me," indicated that there were, in fact, no ideas.

She sighed. "I thought so. Well then. Let's think this through logically. Obviously, the flock, the flyboys, and the whitecoats arrived in the Everfree Forest. Since, so far, there haven't been reports of bipedal machines anywhere else in Equestria, we have to assume that they're still in there somewhere. Knowing that, and how many of them there actually are, that only leaves one logical place they're hiding-The Castle of the Royal Pony Sisters."

She smiled as she said this, waiting for the inevitable applause for her deductions. Crickets chirped.

"Rather cliche, isn't it?" Rarity said, interrupting the insects' beautiful melody.

If Twilight had been taking a drink, she would have spewed water all over Rarity's perfectly coiffed mane. "What?"

"Well, think about it. The Nightmare just happens to show up again, and then decides to go back to the same place she waas defeated last time? In fact, it's not just cliche, it's downright idiotic."

Rainbow Dash groaned. "Ugh. Who cares? She has to be pretty dumb to go up against us again. If we know where they're hiding, then let's go take 'em down."

Collectively, the seven ponies came to an agreement to, "just roll with it," and Twilight fired up her horn. Before she was able to finish the teleportation spell, however, she was interrupted by Pinkie's screech of "Twilight, wait!"

The unicorn panicked and killed the energy around her horn, eyes wide and frantic as she darted them around, expecting an attack. "What? What's wrong, Pinkie Pie?"

The strange earth pony just smiled her infuriating I-know-more-than-you smile and asked, "Don't you think that constantly using teleportation as a scene change is pretty lazy writing?"

To her credit, Twilight knew better than to question Pinkie's train of thought (even though she was pretty sure the poofy-haired mare had just accused her of being lazy) and simply shrugged before turning towards the door to begin the walk back to the castle and make plans. The rest of the Elements of Harmony bearers followed her, but Shining Armor did not.

His poor brain was still attempting to decipher everything they had said. It took several long seconds for him to notice that he was now alone in the tower, and he quickly trotted out to catch up to his sister and her friends, muttering about how he needed to hang out with guys more.