New Chaotic Friends!

by GMBlackjack

First published

Discord feels like he doesn't have any truly chaotic friends, so he tries to find some. This effort goes horribly, terribly right.

Discord feels like he doesn't have any truly chaotic friends, so Fluttershy encourages him to go find some. Only problem: Equestria is annoyingly low on chaotic individuals who are in the mood for fun.

So he turns his gaze to other universes, to see who he can find. His efforts go horribly, terribly right.

Contains the following chaotic individuals from other franchises: The Mask, Beetlejuice, The Joker, Chara, Bill Cipher, and Tzeentch.

Commissioned by TheDriderPony

-GM, master of CHAOS.

I - In Which Discord Makes Some Chaotic Friends

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Discord's realm was decidedly less upside-down than usual, and this had Fluttershy concerned. She was more than a little relieved to see that the inside of his house didn’t look like ‘Normal McBoringsman’s Place’, but it wasn’t rotating, jumping, burping, or anything. It was just floating there in the rippling void, doing nothing special. Even the other islands around were doing nothing more than passive chaos as if he had just stopped stirring things up and let everything continue on its own.

How unlike him…

Fluttershy walked into the main house. Discord was sitting on the ceiling, lounging lethargically on the couch while a bunch of teakettles floated around him.

“Oh, hello Fluttershy,” he said, summoning a green, comfy chair and scooping Fluttershy up in it. “Tea. Yes, tea, have some tea.”

Fluttershy picked up her tea in her wings, taking a sip. It wasn’t singing, it wasn’t extra fruity, it was just… tea. She was pretty sure he didn’t even get a particular variety of tea and just created tea with a snap of his fingers. It tasted good, sure, but it tasted as though it were a variety of tea that had nothing special or distinctive about it.

It was tea.

Discord took a sip of his tea and munched on a cucumber sandwich before sighing loudly.

Fluttershy raised an eyebrow. “...Discord…”


“What’s wrong?”

“Nothing, nothing,” he said dismissively, slouching over the back of his couch like he was made of gelatin. He let out an exaggerated, punctual sigh.


“Okay, fine, if you’re being so pushy, I’ll tell you.”

Fluttershy rolled her eyes. Same old Discord. “I’m always here to listen.”

“So I wanted to cause some chaos. Not the ‘conquer Equestria’ kind, the ‘find a random forest in the middle of nowhere and create a kingdom of gumdrop ants’ kind. Went out and did the whole thing and realized it was boring if there was only one kingdom. So I thought ‘Pinkie would like to create her own kingdom of candy bugs with my help’ so I went to find her. Turns out, she’s busy with some kind of cake competition. So I thought ‘somepony else must want to play gumdrop civilization chaos’.”


“And I couldn’t think of anypony.” Discord groaned, putting his hands on his face. “You would care about the bugs too much to appreciate the nuances of conflicting societies, Twilight would micromanage, Rainbow would just… be herself, Applejack wouldn’t get it, Starlight would find it boring, Trixie would want to be worshipped as a god, yada, yada, yada…” Discord grunted. “None of you really understand chaos. You make a good effort, Fluttershy, but you don’t…” He looked for the word. “If you were me you wouldn’t get enjoyment out of turning a mountain into a donut carousel.”

“I mean, it’s fun…”

“But would you think of it without me telling you?”

Fluttershy pondered this for a moment. “No. I’d probably create the cutest animals ever and populate the world with them.”

“Imagine what you’d all do if you were me…” Discord shivered. “Such a waste of chaos.”

“Except Pinkie?”

Discord nodded. “She gets it. Sort of. Like a… a caterpillar gets the idea of being a butterfly?”

“I get the metaphor, but isn’t that a little… mean to Pinkie?”

Discord smirked. “I call her worse things to her face when you’re not looking. You have no idea how much of a filter she has on her mouth when you’re around.”

Fluttershy thought about this for a moment. “Huh. I could see that.”

“I have a recording of her swearing like a sailor if y-”

“N-no thanks!” Fluttershy shook her head profusely. “I’m good!”

Discord shrugged, incinerating the tape. “Your loss.” He frowned. “So. That’s what’s up.”

“You’re lonely.”

“What? Lonely? Pfft, I-”

“Discord, can we… not spend five minutes beating around the bush?”

Discord frowned. “Bu-”

“If we’re going to fix your problem, we need to get you to realize there is one.”

Discord grunted. “Fiiiiiiine…”

“So. You’re lonely - specifically when you are in a chaotic mood. You need to find some chaotic friends you can share your time with. Some like-minded ponies!”

“Where am I going to find that in Equestria?

“Well… I don’t know. But we can go look! Right now, if you want. I’m sure we can find somepony if we look hard enough!”

Discord nodded slowly. “Fluttershy… have I ever told you you’re amazing?”

“A few times,” Fluttershy chuckled. “Come on, let’s ask Twilight first. The Princess of Friendship might have a few ideas!”

Discord rubbed his hands together. “And awaaay we go!” Instead of flash-teleporting away, he picked up Fluttershy and pulled out an umbrella. They blew through the wind away from Discord’s realm…


Twilight gave Discord and Fluttershy a scroll.

“...This is a list,” Discord pointed out.

Twilight nodded, grinning. “Yeah! Isn’t it great?”

“It’s a list.”

“Of potential candidates for chaotic friendships!” Twilight clapped her hooves together. “I went through everything I knew and tried to get you all sorts of different options. One of them is sure to work!”

“You sure?” Fluttershy asked.

Twilight blinked. “Well, as sure as I can be. I’m not psychic.”

“You could be,” Discord offered, creating a crystal ball.

“...Then why don’t you just make yourself psychic?”

“Boring. Too simple.”

“Ah, yes, the ‘chaos sabotages chaos’ theory in action. I’d love to tag along and see what messes you get into, actually, but I’m busy. Apparently, I need to help update the tax code in preparation for the crown. Yaaaaaaaay.” She groaned. “Apparently reality itself taxes Equestria for existing.”

“Oh, yes, that one’s a pain,” Discord chuckled. “I have to pay it too.”

“Really? How do you pay!?”

“Seeing as the chaos realm doesn’t have currency… pop cans.”

“Pop cans?”

“Pop cans money.”


“Don’t try to figure it out,” Fluttershy said. “You can’t. Breathe, Twilight, breathe.”

Twilight twitched. “...I guess I’ll go deal with something more tangible then. Like taxes. That aren’t instated by reality!”

She teleported away.

“You’re responsible for that ‘reality’ tax, aren’t you?” Fluttershy asked.

“Indirectly. I offended the Stars once. Since I was technically king of Equestria at the time…”

“Let’s not worry about your past. Let’s find you a friend.”


“HELLO CHEESE SANDWICH!” Discord shouted, jumping out of a cake. “How would you like a one-way-ticket to chaos funville?”

“Oh, great goober gorilla gadzooks!” Cheese Sandwich shouted and started dancing. “The Lord of Chaos wants me to have some chaos funtime?”

Fluttershy pulled herself out of the cheesy cake, trying to get the goo out of her mane. “Er, yes. He’s looking for a chaos buddy.”

“I dunno about chaos… but I do know about cakes!” Cheese grinned. “I’m part of a great baking competition for the next week! You can help me if you want!”

“I… what?” Discord frowned. “Wait…”

“Hi, Discord!” Pinkie said, waving at him from atop her mountain-sized cake. “Fraternizing with the enemy?”

“You’re both on the cake competition?” Discord wailed.

“Yep! Cheese is going down.”

“Not with this beauty of a cake!” Cheese laughed.

“That Discord just destroyed.”

Cheese drooped. “Oh no!

Discord snapped his fingers and replaced the cake. “Fluttershy, what’s next on the list?”

“Um… Let me see here…”


Celestia lowered her teacup. “You’re asking me if I’d like to run a series of micro-civilizations with gumdrop bugs just to see what happens?”

“Well, it doesn’t have to be that,” Discord said, tapping his fingers together. “That was just what brought this on.”

“He wants a chaos friend and, well, Twilight had you near the top of the list.” Fluttershy smiled.

“Near the top…” Celestia furrowed her brow. “Not sure how to feel about that.”

Fluttershy smiled wryly. “Princess, all due respect, your love of pranks and messing with ponies is legendary.”

Celestia giggled. “I just can’t keep a lid on that, can I?”

“So what do you say?” Discord said, holding out a cinnamon roll made of miniature castles.

“Oh, sure.”

Discord pulled his fist down. “Yes!”

“Soon as I’m fully retired. I’ll have plenty of free time to engage in something like that then.”

Discord stared at her. “That’s… that’s still a ways away!”

“Discord, you’re immortal too, time is nothing to us.”

Discord slumped to the ground, forming a puddle of brown sludge.

Celestia smirked evilly. “Maybe you need to learn about patience, my little draconequus.”

“NEXT!” Discord declared, suddenly wearing a checkpoint officer’s uniform.


“Mah name’s Crazy Boot! And Ah like BOOTS!”

Discord stared at the old mule he and Fluttershy were talking to. “Do you like anything else?”

“What is there in the world besides BOOT? Everything would be better if it was a BOOT!”

“Would you like to make a bunch of bugs live in a boot?” Fluttershy suggested.

“ONLY IF THEY WERE ALSO BOOTS! Everything must be BOOT.”

“What kind of boot?” Discord asked.

“1543 leather brown Griffonstone silver-rimmed arcane-sheen BOOT!”

“That’s specific,” Fluttershy observed.


“Yeeeeah, not creative enough.”


“...And with your troops going ‘oooooom’ we could create an entire synthetic conversation about the chaotic candy and peace of the plants!”

Tree Hugger was snoring.

“I honestly don’t know why we bothered,” Discord grunted.

Fluttershy shrugged. “I think if you caught her on the day her red flowers bloom…”

“I need consistent chaos.”



Discord appeared in a dank cavern in front of Ex-Queen Chrysalis. “There you are my buggy friend!” Discord clasped his hands together. “Do you have any idea how hard it is to find you?”

Chrysalis was clutching a purple log like it was her long lost child. “G-get away! I will not be captured!”

“What? Captured? I’m not here to capture you!”

Fluttershy nodded. “We’re just looking for friends.”

“NO FRIENDSHIP!” Chrysalis hissed. “It’s like a disease! Don’t you see, Discord, how it’s infected you?”

Discord raised an eyebrow. “Tirek already tried that on me. Sorta. Not buying it again.”

“Of course he did…”

“Do you know Tirek?”

“NO!” Chrysalis shouted. “DEFINITELY NOT!” She pulled her log closer. “It’s just me and Twilog.”

“Twi… log…?” Fluttershy cocked her head.

“None of your business! Get out of here and keep your disease-ridden forms away from me! FAR away!”

“Geez, spoilsport,” Discord folded his arms.

“I was really hoping for a possible reformation,” Fluttershy sighed.

“She clearly needs to devolve a little further into madness before we can do that.”


There was a glacier near the north pole spoken of only in legend… and in the background of Daring Do books so often that the readers were convinced it was some kind of foreshadowing.

In reality, A. K. Yearling hadn’t gotten around to storming the Northern Point because it was so stupid cold not even her adversaries dared to climb its faces. She was waiting for technology to catch up so such a mission wouldn’t be suicide.

Discord didn’t care about such things, teleporting right into the hollow center of the glacier. “Hellooo! Ancient spirit!”

“It’s cold in here…” Fluttershy shivered. Discord created her a thick coat, much to her satisfaction.

Who enters…?” a feminine, ethereal voice asked.

“Discord, Lord of Chaos!” Discord called, waving. “I hear you’re a great bringer of strife!”

A tall, wispy spirit composed of clouds and ice shards took shape before him. She was much larger than Discord, so tall she had to hunch in the icy cavern they were in. “I am the Queen of Wendigoes, birther of all who hunger for strife. I remember your rule. It was disappointingly low on hatred.”

“I don’t really do hatred, just chaos. Fun, you know?”

“I am well aware. What is your purpose in coming here?”

“Was wondering if you were in the mood for some small-scale chaos.”

The Wendigo Queen laughed. “Small scale? Why stop there. Together, we could drain this world dry! All that is frivolous would be discarded, and everything would enter a cold… perfect… death.”

“...I think she’s Pony of Shadows type evil,” Fluttershy said.

Discord sighed. “...Do I risk unleashing a plague of hunger and snow upon Equestria?”

“Probably a bad idea.”

“Yeah. Bah…”

“What? You were the one who wanted chaos!”

“I don’t know how many times I have to say this, but I am the Lord of Chaos, not Entropy. Kapeesh?”

“What in the name of Grogar does KAPEESH mean!?”

Discord shrugged. “It just is.” They teleported away, leaving the Wendigo Queen in her prison.


“This is a bad idea,” Starswirl said, finishing the final touches on his magic circle.

“Twilight suggested it,” Fluttershy pointed out.

“Has Twilight ever spoken with a Star?” Starswirl asked. “No? Then this is a bad idea.”

“I have spoken to a Star before…” Discord said. “Arcturus decided to converse with me while I was a statue for a time. He got a bit boring after a while, but it was better than just being stuck in stone.”

“Only you could call a conversation with a Star dull,” Starswirl muttered. He tapped his hoof on the circle. “I’ve contacted Rigel, as suggested on your list. Good luck.” The magic circle lit up… and suddenly the three of their minds shot into the void of space, looking up at a bright blue Star.


“I am initiating contact on behalf of the Lord of Chaos, Discord. He has a proposition for you.”


“It’s simple, really,” Discord said. “Playing chaos alone is no fun.”




Discord drooped. “Oh.”

“No need to be so mean about it,” Fluttershy huffed.


“Uh, thanks, but no thanks,” Fluttershy said hurriedly.

Discord looked at her in surprise. “Why not?”

“Discord, think for five seconds. What would two draconequus’ fighting do?”

“Oh. Oh.


“No romance!” Fluttershy waved her wings around. “Nice talking to you Rigel, but I think we don’t need your help.”


They were ejected from the audience with Rigel. Then the magic circle exploded. They only survived because Discord protected them.

“Warned you,” Starswirl said, teleporting away.


Sunset Shimmer had just gotten out of last period when a draconequus appeared right in front of her - so tall he had to bend over just to fit in the hallway.

“DISCORD!?” Sunset shouted. “How… But…” She noticed that Fluttershy was standing next to him, in pony form. “What… Who… How…?”

“Just tell me where… Mister Discord is,” Discord said, smirking. “And then you can forget we existed.”

“Yeah,” Fluttershy said, yawning - she’d clearly been up a little too long. “Don’t worry about me…”

Human Fluttershy walked around the corner and let out a noise that was a mixture of a terrified gasp and a satisfied squee.

“Oh. Hi!” Fluttershy waved with her wing. “Nice to meet you. I’ll…” she rubbed her eyes. “ right with you.”

Discord tapped Sunset’s forehead. “My counterpart?”

“Should be in the lab…”

Discord teleported himself and Fluttershy to the lab with little fanfare. Sitting in a chair across from them was a brown-skinned human with shades on his face. “I was wondering when you might show up.” He lowered his glasses, revealing red eyes. “My counterpart… come, we have much to discuss.”

“About what?” Discord asked.

“The nature of science, intelligence, and integrations between worlds.”

“...Oh no.”

Mister Discord raised an eyebrow. “Oh no what?”

“You’re a nerd.”

“I like to consider myself a scientist. Or freelance experimenter when you get me good and drunk.”

“This isn’t going to work,” Discord muttered.

Fluttershy yawned. “Yeah… hey, Mister Discord?”


“How many experiments do you want to run on Discord here?”

“All of them.”

“Thought so…” She rubbed her eyes. “Next?”

“Actually, we’re getting you to sleep,” Discord said, folding his arms. “The list has been bunk.”

“I can stay up a li-”

“Fluttershy, you should have been in bed four hours ago.”

“O-oh…” Fluttershy shook her head. “You might have a point.”

“To bed!” Discord snapped his fingers, leaving his counterpart annoyed, disappointed, but not all that surprised.

“He is me, after all…”


Discord tucked Fluttershy into a bed made of clouds and miniature rabbits. When she was asleep he returned to his realm, arms folded.

“Well, that was a bust.” He lit the list on fire, never intending to look at it again. “Princess of Friendship my tail…”

He sat on his upside-down couch and let out a drawn-out breath of annoyance. “Chaos is doomed to be alone. But one molecule isn’t chaotic! It just… IS!”

“But we can do things!” another Discord said. “Just make some duplicates…”

“But I already know what you’re going to do if I think! I want new ideas!”

“Are you saying you’re finally bored of relying on comically oversized food products?”

“You asked the question, you answer!”

“I asked because I don’t know!”

“Well, we’re both Discord, so where does that leave us?”

There was no response.

“...Alone…” Discord muttered, slumping into his chair. He looked at a picture of Fluttershy floating by his house. “She tries so hard. And what about me? Not even the me of another world was ready for chaos!”

He paused for a moment.

“Another world…”

He slithered out of his house and approached the dimensional wall, prodding it with his claw. His realm was near the furthest edge of Equestria’s reality. He had easily punctured over to Earth to say hello. Perhaps, just perhaps, he could go somewhere else.

But no… that wouldn’t work. He had no idea where he was going, and for all he knew the other world might not even have chaos. He’d be flying blind.

He wouldn’t be able to find friends.

But… maybe they could find him.

He teleported back to Earth. “SUNSET!”

“AUGH!” Sunset panicked, falling hard onto the sidewalk. “I’m walking home Discord, what do you want?”

“I need… a very powerful radio transmitter.”

“What, government issue? Discord, unless you’re going to steal a satellite…”

Discord must have started grinning because Sunset paled.

“Discord, no no no, don’t do that.”

“Too late,” Discord said, teleporting a satellite to his claws.

Sunset facepalmed. “Is this what it’s going to be now? Tormenting us hapless humans because Equestria’s gotten too boring?”

“With any luck, there’ll be more than just Equis and Earth under my gaze soon…”

“...You’re not turning evil again, are you?”

“What, me? No. Just looking for friends. Talk to Twilight about it, and tell her that lists are useless while you’re at it.”

He teleported back to his realm and placed the satellite as close to the edge as he could. He enchanted it with a simple improve strength spell and set it to transmit a simple signal into the multiverse.

First, his personal magic signature. Second, a message: “Hey, I’m Discord, I’m looking for like-minded chaotic friends!”

He was expecting to let it sit there for a few days, perhaps try Equestria again with Fluttershy. But no, that didn’t happen - he got a response in less than a minute.


“Ominous,” Discord said. He transmitted a message back. “That sounds like someone trying to mind control me.”


“Guess I’ll give it a tr- WAUUUGH!”

Discord’s body remained in his realm, but his mind shot through the barrier and landed… in a realm of slowly shifting neon colors currently somewhere between purple and pink. There was only one other entity visible in the space - an ever-shifting blob of matter that might have been physical. It never settled, but some forms were more common than the others: a sphere alit with pink fire, a being with two arms and legs but no head and a mouth in the stomach, some sort of massive bird spewing fire, and a featureless disc.

Welcome, Discord!”

“Glad to be here!” Discord said, grinning. “I have to say, I’m already impressed by your form - or lack thereof. I prefer the conglomeration look myself, but the inconsistent was always a consideration.”

“I’m glad you approve. I have been known to solidify my image from time to time, but you know how it goes, have to keep changing things up to keep them guessing. Heheheh.”

“Do you ever run out of ideas?”

“Never, but my chaos is more on a fundamental nature than yours, for I draw my power from all the beings in my universe. I will never run out of ideas so long as the universe has ideas.”

“Doesn’t that get a little crazy?”

“Yep! Just the way I like it. Ever argue with yourself and lose? It’s quite an experience.”

“Can’t say I lost, no…” He put a claw to his chin. “Wait a minute! I don’t believe you told me who you were!”

“Aha! I am The Big Z - the Lord of Change, Tzeentch!”

“The Big Z’s name starts with a T.” Discord laughed. “I should call myself The Big S!”

“Sorry, copyrighted.”


“Not that copyright infringement means anything here. Eat Fresh! I’m Lovin’ It! Red Ro-”

“Are we all obsessed with food?”

“...No… I’m just obsessed with food right now… Beats all the fire and tentacles, honestly, more creative.” Tzeentch leaned in, forming an eye for a split second. “So, Discord, why don’t you tell me about yourself before I introduce you to the others, hmm?”

“I am Discord, Lord of Chaos, Spirit of Disharmony… well, that other title is a bit outdated, I know the Elements of Harmony rather well at this point. Perhaps… Spirit of Disorder is better. Though that sounds lame.”

“Spirit of Disorder?”

“Works for me, though it sounds a bit professional. Ooh, what about… Spirit of Pandemonium!”

“A delightful mouthful!” Tzeentch’s laugh grated against Discord’s mind like glass on chalkboard. “Now, why don’t you tell me about these friends of yours?”

“Great, really great, but sadly not chaotic. Fluttershy really tries, but she’s really just too soft for the whole thing. I wanted to create a bunch of tiny gumdrop ants in a forest just to see what would happen, but I needed some opposing ants and… well, let’s just say it’s been a long day and I haven’t gotten to see any ant politics.”

“Hmm… Well I am sorry to say, none of us can actually travel to your realm as of now. Only I have the power to forcibly breach dimensional walls, and that would require transmitting through my realm, which is… maddening in a rather destructive way.”


“But, you are not in my realm. You are in a bit of a loophole - a mindscape forged within the confines of my own consciousness that continually looks for like-minded individuals. A go-between to keep our chaos’ from influencing each other too much. Different chaos’ together can be destructive.”

“Can we do the ants thing here?”

“Probably not, the only things that can happen are what we think of. The ants wouldn't surprise us. A limitation… but I believe I am right in assuming the real issue of yours wasn’t the ants, but your need for like-minded individuals. You can have that in this mental realm.” Tzeentch’s essence flashed a bright blue. “Would you like to become the seventh mind within my Palace of Chaos?”

“Would I? Of course! You’re already such a great fellow, I can’t wait to meet the rest!”

“You don’t have to!”

And then there were five other entities within Tzeentch’s realm. Unlike the big Z himself, all of them had consistent forms. Three were human (or at least human-like), one was a golden triangle with one eye in a top hat, and the last was a floating green mask that seemed a bit… dead. Of the humans, one was a small girl who refused to look up, another was a crazed man in clown makeup that never stopped smiling, and the third looked like a corpse in a black-and-white striped suit.

“Don’t be shy, introduce yourselves!”

HIYA SNAKEY!” the triangle said, tipping his hat and the perception of gravity with it. “CAN I CALL YOU SNAKEY?”

“I’m sure I have room for some ssssserpent assspects,” Discord hissed.


“And what’s your nickname?” Discord asked.


“It’s Dorito,” the corpse-like man said. “Cause he’s so corny.”

The clown-man laughed uncontrollably.


“My life is an enigma!”


“I was alive once.” Beetlejuice dusted off his suit.


“Neither are you.”


“...What?” Discord asked.

“Ignore him, he’s a cryptic moron,” the Joker said, stepping forward and extending a hand. “I’m the Joker… the only pure human in this place.”

“His mind was chaotic enough to draw my attention,” Tzeentch said.

Discord smirked. “A simple human? Well how do you d-” he shook the Joker’s hand and got a joy buzzer shock to his hand. “...Well played.”

The Joker bowed. “I try.”


“He may yet awaken,” Tzeentch declared.


Discord drifted over to the last member of the group - the little girl with a downcast head. “And who are you?”

She made no response.

“Come on, don’t be shy. I don’t bite, I’m just Discord!”

She looked up, fixing him with piercing red eyes. “My name is Chara.”

Discord shivered - and he wasn’t sure why. “Well, Chara, it’s nice to meet you. How did you end up here?”

“I saw,” she said with a psychotic smile.

“She’s more a spirit of Entropy than Chaos,” Tzeentch admitted. “But she is one of us nonetheless.”

“I have a Wendigo Queen she might like.”

“What else do you got?” Betelgeuse asked, leaning in.


“Oh, where to begin…?” Discord said, grinning.


One week later...

“So, Tzeentch says it’s finally okay for me to meet them?” Fluttershy asked, flying after Discord to the edge of his realm.

“Took a lot of convincing, let me tell you,” Discord said, rolling his eyes. “The Big Z has a bit of a stubborn streak for being the Lord of Change.”

“Heh. The Big Z.” Fluttershy chuckled. “You should be The Big S.”

“That’s exactly what I said!”

Fluttershy beamed. “See? I got it.” She splayed her wings and took up a superhero pose as she flew alongside him.

“Anyway, before we go…”

“You already warned me about Beetlejuice. I can handle myself.”

“He might not be the only one…”

“Discord, I dealt with you living in my house when you didn’t have a chaos filter. I can handle some less-than-friendly chaotic types. I just want to meet your new friends.”

Discord shrugged. “Well… usually, the way through is to open your mind, but I’ll just be dragging you along with me. Hold on!”


Fluttershy felt a rush of colors fly through her mind as her body was left behind. She was suddenly sitting in a throne floating in the midst of a shifting blue background, staring right at the ever-shifting shape she assumed was Tzeentch.

“-y. ...Discord! A little warning next time?” She rubbed her eyes - though as a mental construct, this did nothing to alleviate the slight burning sensation she got in the back of her skull.

“You must be Fluttershy. Welcome to my Palace of Chaos. You are the first without the gift of chaos in your mind to visit. I will do my best to accommodate you, but I give no promises on the behavior of the others.”

“It’s great to be here,” Fluttershy said, smiling. “Discord, why don’t you introduce me to your friends?”

Discord cleared his throat. “Well, you just met Tzeentch, the main man, chaos of chaos, blah blah blah…”

“My blahs are better than yours.”

“We’ll let the lady be the judge of that.”

Chara let out a disinterested grunt.

“The other lady,” Discord said with a roll of his eyes.

“Wow, ain’t you a looker!” Betelgeuse said, approaching Fluttershy from behind.

“Really?” The Joker put a hand over his eyes. “She’s a pony.”

“Hey, you try being stuck in the afterlife for an eternity.” He reached for her tail.

She slapped him in the face with it. “A-hem. That is not how you treat a lady, much less a guest. I am here because I want to be. I can leave whenever I want.”

“But then where would the fun be?”

“Away from you, clearly.”


Beetlejuice huffed. “I’d like to see you have a job.”


“Did you win any cases?” the Joker asked.


“He won none and his ploy to send the lawyers into a panic failed as well.”

“GEE, WAY TO HAVE A GUY’S BACK ZEE.” He folded his arms.

“What do you do now?” Fluttershy asked.

“I’m actually not sure…” Discord said.


“Your afterlife is shit,” Betelgeuse jabbed. “Least I still get to do stuff.”

“I’m in an asylum right now if we’re giving life stories!” the Joker said, waving his hand. “Lovely place. I escape every few weeks. They put me back in. Rinse and repeat, it’s a little game we play!”

“I exist in a world of endless darkness where nothing ever happens,” Chara breathed.

“Oh, you poor thing…” Fluttershy said, walking over to the girl and giving her a hug. “...It must be hard…”

Chara said nothing.

“Can’t you do anything for her?” Fluttershy asked Tzeentch.

“I am afraid I cannot, Fluttershy,” Tzeentch’s form slowed its cycles, as if sad. “Their minds are not as strong as mind or Discord’s. I could drag them to my world and give them new bodies, but my realm would tear their minds to mutant pudding in less than a second. None of the others have the power to do such a thing.”

“That’s terrible… all of you stuck without anything to do.”

“Ah, no worries Flutters,” the Joker said, putting an arm around her shoulder. “We’ve got each other, and that’s all we need, right fellas?”

“Got jump off a cliff,” Beetlejuice muttered.

“Fine then. Mask! Maaaask! Back me up here!”

The Mask remained as lifeless as always.

The Joker grunted. “Discord?”

Discord appeared behind the Joker. “I’ve got your back.”

The Joker fell to the ground. “My back! Give it back!”

Discord held up a spine, furrowing his brow. “How can I give back back? That doesn’t make any sense…”

Fluttershy chuckled. “What if you back up the back to back the back back.”


“But there’s the turnways and widdershins.”


“Do I?”

“...I like you,” Chara told Fluttershy, grinning.

Fluttershy smiled. “What? I was just making conversation.”

To her disappointment, Chara said nothing else.

“She’s a quiet one, don’t worry about her,” Discord said.

“I used to be the quiet one…” Fluttershy said, looking down at Chara. “...She needs friends.”

“She has no aside from us,” Tzeentch said. “Her world is empty, as you know. A tragedy, to be sure.”

Fluttershy nodded. “That’s it. Discord, we’ve got to do something to be able to help them.”

Discord blinked. “We do?”

“They’re your friends and some of them are suffering. Tzeentch, you can’t drag them to your world because it’s too much. Our world wouldn’t be. Discord can create bodies to put your minds into, right? You can come visit! Physically!

Discord blinked. “I hadn’t thought of that…”

“I had,” Tzeentch said. “We would need powerful magic anchors to establish a stable connection, both for locating through the transmission and to hold our chaotic minds in completely physical bodies. It would have to be separate from Discord a-”

Fluttershy closed her eyes and imagined. Suddenly, the pink crystal of the Element of Kindness was spinning in front of her. “I have the power of Kindness within me, always. You can latch onto that. It just so happens that I have five friends.”

“The perfect number…”


“Fluttershy, would you be willing to lend us your bodies for a few hours?” Tzeentch asked. “I understand it is a lot to ask, but interacting physically… it would be good for many of them who are stuck in-between places.”

“I’ll help, you don’t even have to ask,” Fluttershy said. “You’re Discord’s friends, and you need help. It’s the right thing to do.”

Discord beamed. “Fluttershy… do I ever tell you how amazingly kind you are?”

“Yes, all the time.”

“Yeah!” Betelgeuse shouted, fist pumping. “We’re getting out of here!”

“Oh, um, I still have to convince the rest of my friends,” Fluttershy said. “They may not be as… eager to help as I am.”

“I am sure you will find the words, Maiden of Kindness.”

“I’ll sure try.”


“Remind me how you got us to agree to this?” Applejack asked from her throne in Twilight’s castle.

“I said ‘pretty please’,” Fluttershy giggled.

“...Y’all think we gave in too easy?” Applejack asked the other four.

“Uh, yeah!”

“Not really.”


“Not at all.”

Rainbow glared at the other three. “You’re all crazy.”

“We will be forging a relationship with chaotic beings of other universes, proving that harmony can reach all,” Twilight said. “We can let our minds drift for a few hours.”

“So… our minds are going to go to where they are?” Rarity asked.

Twilight nodded. “That’s what me and Starlight have worked out. I, naturally, have to swap with Tzeentch because my alicorn soul is the only one that can survive such a transition. The rest of you… random, far as I know?”

Discord shrugged. “Tzeentch didn’t exactly give me any plans beyond you. Though he probably does have plans. He really likes his plans. Might put Beetlejucie in Rarity for the laughs.”

Rarity shivered. “Starlight, dear, if I start acting like a… well…”

“I can force any of them out of you at any time,” Starlight said from her recliner in the back of the room. “Don’t worry, I got you all covered.”

“I’m going to worry anyway…” Rarity said, laughing nervously.

“Wait a minute…” Rainbow pointed an accusatory wing. “You said you were fine with this!”

“Oh, I am, but I’m still nervous. I wonder where I’ll end up… “

“Chaos roulette!” Pinkie giggled. “I want to go to the Beetlejuice place! I wanna be a scary ghost!”

“Of course you would,” Rarity said with a roll of her eyes.

“Let’s try not to mess up their lives, okay?” Fluttershy asked. “Or… unlives, as the case may be.”

“Starlight?” Twilight called. “Let them have fun. But not too much fun.”

“Got it!” Starlight said dismissively. “Calm down, I got this.”

“And when she doesn’t, I’ll have it,” Spike said, holding up a scroll. “I’ll record everything.”

“You should enjoy the chaos party yourself, Spike,” Starlight suggested. “Not every day you get to see the Elements of Harmony acting like hooligans.”

“HONORARY YAK SMASH!” Pinkie shouted.

“Excepting the obvious.”

“Well…” Twilight closed her eyes and let out a breath. “I guess we’re really doing this. Girls, feel your inner Elements. It may feel weak without physical Elements, but they’re still there. Focus… Discord, give me the connection to the satellite.”

Discord transmitted it to Twilight’s horn with his magic. She grabbed it and smirked. “And… executing spell. Starlight, you have the abort key… now.”

“Received,” Starlight said, winking.

“Here we go…” Twilight spread her wings and lit her horn. “See you in a few hours, girls!”

Fluttershy, Applejack, Rarity, Pinkie, and Rainbow were hit instantly. Applejack and Rainbow had no visible change besides a confused facial expression. Pinkie’s mane went instantly flat, but her smile remained while Rarity’s eyes became a bright gold. Fluttershy’s face flashed green for a moment, but it soon vanished.

All of this was nothing compared to the FOOM of power that surged when Tzeentch entered Twilight Sparkle. For a split second, the Princess of Friendship grew in size threefold, mane becoming pink fire and coat swirling with the power of galaxies. She returned to her normal size immediately afterward, no longer having any visual cue she wasn’t actually Twilight.

“It worked!” Tzeentch said in Twilight’s voice, flapping her wings excitedly. “Everyone else make it?”

“Here,” Applejack muttered.

“Haha-here!” Rainbow added.

“...Here…” Pinkie breathed, smile widening - it was clear she had gotten Chara.

“HERE,” Bill said, his voice coming out of Rarity’s mouth, giving no chance he would be mistaken for anyone else.

“I don’t feel any different…” Fluttershy said. “Did I n-”

“HI EVERYONE, IT’S GOOD TO BE BACK!” the Mask shouted, appearing as a green matte on Fluttershy’s face. It spoke with her voice, but significantly louder and more excited. “Who’s ready for this party!?”

“Oh my,” Fluttershy said as the Mask retreated back into her face. “It… looks like we’re both here.”

The Mask appeared again. “They say three’s a crowd, so we should be good!”

Fluttershy chuckled. “You don’t have any split personality disorders, do you mister Mask?”

“Just ‘Mask,’ thank you, and not that I’m aware of! Am I aware of anything? Yes you are, dummy!”

Discord rubbed his hands together. “It looks like we have a resounding success!”

“...This is terrifying,” Spike said.

Starlight generated some popcorn. “I kinda like it!”

“You three are going to be witness to the greatest game of all time!” Discord gestured to the table, summoning several different colors of gumdrop ants. “We may not be able to leave the castle… but we’ve got a map of the world right here!”

“I call the purple ones!” Tzeentch said, jumping up and down on Twilight’s throne. “They will lay waste to the earth and destroy all your inferior colored sugary insects!”

YELLOW,” Bill said, taking his seat in Rarity’s throne. Discord noticed the thrones weren’t lighting up when they sat in them. He supposed the castle knew they weren't really the Element Bearers.

Red,” Chara said, taking the seat of Laughter. She pulled a knife out of her mane and rammed it into the table. “Red is always the best color.”

“I want black and white. No arguments.” Beetlejuice sat down and fumbled trying to position his hooves. “This is going to be boring anyway… just ants?”

“You can make yours grasshoppers, or whatever you want,” Discord said. “The ants will listen to the whim of your mind… For the record, I choose orange.”

“Blue,” the Joker said, trying out his new wings. “Like the color of ME right now! HehHAH! If only Batman could see me now…”

“Who?” Discord asked.

“Not important.”

“Oh, um, Mask?” Fluttershy said. “Do you want green?”

“Obviously!” the Mask laughed. “But, but, we can do yellow for you. Because you like yellow.”

“Oh, thanks! ...I’m not very good at the chaos thing…”

“I can teach you!” The Mask took control of Fluttershy’s body and pulled a firecracker out of her mane.

“Oh my…”

“Just go with the flow, Flutters! You’ll see how chaos is done through your own eyes!”

Fluttershy realized that her legs were stretching a lot like rubber. “Are you turning me into Pinkie Pie!?”

“Nah, not a green enough name.” The Mask sat herself and Fluttershy down in the throne of Kindness, which did recognize Fluttershy. “Just let me know if you’ve got any ideas! Until then…” A slot machine came out of nowhere and the Mask pulled the lever. “It’s showtime!

“Stealing my lines…” Betelgeuse muttered.

“Let this game of chaos with ants… begin,” Tzeentch declared.

“I have my money on the big Z,” Starlight said, munching on her popcorn. “Spike?”

“...Can I want Fluttershy to win?”

“Eh. Sure, but even with the Mask’s help I think she’s at a horrible disadvantage.”

“You don’t even know the rules of the game!”

“I know Discord enough to have some idea how this is going to go. Sit back, maybe find some cover, this is gonna be good.” She put on a pair of sungalsses and smirked.

“Okay… if you say so…”


There were four left in the game. Five if you counted Fluttershy as separate from the Mask.

Discord, Bill, and the Mask all had territories of roughly equal size. Against each other, they all had weaknesses and strengths - Discord’s forces were unpredictable but hard to organize, Bill’s were alarmingly well regimented and clever, and the Mask’s had a habit of doing impossible things at random moments and occasionally converting ants over to her side through ‘diplomacy’.

But the game was no longer in question. Tzeentch owned well over half the map and was stomping them out slowly but surely. He could have ended them all five minutes ago, but he was drawing it out to see the agony on their faces.

“We should probably resign…” Fluttershy said.

“We will be squished to syrup with dignity!” the Mask countered.

“How is death dignified? Surrender gives us a chance at keeping our history…”


“Resignation is the way of government… not chaos!” Discord let out a tremendous laugh. “I REVEAL MY MOUNTAIN OF CHOCOLATE TRAP CARD!”

“Using my own ploys against me…” Tzeentch said, a glimmer of pride in her eye. “Well done…”

A massive chocolate mountain erupted from the table and bathed the land in chocolate. Discord’s forces survived - but so did a single one of Tzeentch’s. One lone ant with a cute little crown on it.

“So close to victory… but I had a barrier spell up around the king the entire time.” Tzeentch began to cackle. “And that barrier… will hit you with what you just did!”

A chocolate mountain swept Discord’s forces away, leaving only the lone purple ant - and Tzeentch as the victor.

Discord laughed. “Well played!” He extended a paw and shook Tzeentch’s hoof. “Again?”


“UUUUGH,” Beetlejuice whined. “Where’s the fun in a game?”

“You’ll have to hold the game anyway, guys,” Starlight said, holding up her hoof. “As amazing as this was, you do have to be sent back in a few minutes.”

“Y-yeah,” Spike said, hiding behind a chair that was now covered in loose pizza, ravenous donuts covered in teeth, and crimson red porcupines that kept screaming.

Tzeentch fixed Starlight with a confident smirk. “Oh, leaving are we?”

“Yep. Spell will time out i-”

“YOINK!” Tzeentch shouted, blasting Starlight’s horn with a dark beam. Starlight let out a screech of pain and slumped to the ground, out cold.

Fluttershy and Discord gasped. “TZEENTCH!”

“Curse your sudden but inevitable betrayal!” The Mask shouted.

“Oh, Mask…” Tzeentch chuckled. “You weren't here for the briefing. I’m not betraying you. We are betraying him.” She pointed at Discord with a wing. “You are so easy to pressure with the promise of friendship. It’s pathetic.

Discord growled. He raised his hand, prepared to use his chaos magic to send them back right then and there - but Tzeentch forced his hand open with her magic.

“How…?” Discord gawked.

“SCATTER!” Tzeentch shouted, smashing a bottle and creating an explosion of pure magic right in front of Discord, sending him flying.

Fluttershy gasped. “Disc-”

“GOTTA RUN!” the Mask shouted, cutting Fluttershy off. She ducked behind a column and vanished. Everypony else scrambled as soon as they were able, leaving just Spike, Starlight, Discord, and Tzeentch.

Tzeentch smiled, her teeth somehow razor-sharp now. “We won’t be going anywhere, Discord. Not now. Not ever. And if you want to change that… you’ll have to hunt us down. Won’t that be fun?”

Discord reached out with his energy - but Tzeentch had already teleported away.

“Discord!” Spike called. “Something’s wrong with Starlight!”

Discord wasted no time, running to the pinkish unicorn and tracing her face with one of his claws. “Hmm… She’s alive, her consciousness is just locked into a coma. I wouldn’t want to risk forcing her awake…”

“Y-you did this!” Spike shouted. “You let brought them here! And now Twilight and the others are gone!”

Discord grimaced. “They’re not gone.” He picked Spike up with his paw. “And we’re going to get them back.”


“However we need to. Send a letter to the Princesses - we’re going chaos hunting.”

II - In Which Fluttershy Learns What it is Like to be Pinkie Pie

View Online

Fluttershy had no idea what was happening.

One moment Tzeentch told everyone to run. She’d called out for Discord, the Mask had shouted something… and now she was in a tree on what she thought were the Cantering Islands, given the coconuts.

“Where did you take me?” Fluttershy shouted.

“I have no idea!” the Mask responded.

“Take me back!”

“Where?” the Mask asked, posing defensively.

“You know where, buster! Twilight’s castle!” Fluttershy put her hooves on her hips.

“You know what, I kinda don’t feel like it.”

“Don’t make me use the Stare on you!”

“Can you use the Stare on yourself?”

“You’re not me!”

“No, but I’m in your body, isn’t that fascinating!”

Fluttershy realized she had just done that thing where it looked like two Pinkies were talking but there was really only one. She put her hoof to her face and groaned. “I was not ready for this…”

“Hey, at least you’re still around! The others are probably going through some real twisted pretzels right now!” She pulled a pretzel out of her mane and ate it.

Fluttershy pulled out a foam finger. “You’re not allowed to enjoy yourself right now! Y… Where did I get…?”

“Better question, where are you pointing it?”

Fluttershy twitched. “I… Aaaaaaaagh I’m getting so mad!

“Sucks to be stuck in a cartoon gag, doesn’t it? How do you think I feel - I’m like this all the time! All powerful for so long and then BAM someone gets me with a Who’s On First reference.”

“How could you do this to Discord? He was your friend!”

“Neeeevah knew the guy before today!” the Mask laughed. “Though I didn’t know there was a betrayal plan either. Wow, that’s evil, isn’t it?”

“It is! Yes! So how can you do it?”

“Uh…” the Mask seemed to think hard for a moment. “The laws of physics permit it?” She said this while tying herself into the shape of a pretzel.

“Look at you. You don’t care about that.”

“Aha, I see! You’d like to see what I am all about! Prepare for a round trip across your world!”

“Wait, no, Mask, we need to ta-”

With a bounce they were suddenly on top of the tallest mountain on Equis. The wind was so strong Fluttershy would not have been able to hear a pony if they were standing right next to her.

Luckily the Mask was her so Fluttershy could hear her just fine.

“Lovely view, ain’t it?”

“It’s cold!

“Psh, you don’t have to feel cold with me around! Just stop thinking about it.”

“How do you stop thinking about something!?”

“Get angry at me for telling you to stop thinking about it, focus on that anger, get confused, and stop being cold!”

Fluttershy realized she didn’t feel cold anymore. “Oh.”

“Though if it’s funny for you to be cold, you will be.”

Fluttershy started shivering again. “H-hey! I… Oh no.” Fluttershy paled. “This is what it’s like to be Pinkie Pie. This is really what it’s like to be Pinkie Pie.”

“I’m glad I could expand your worldview!” They jumped again, this time appearing outside a cave where some cave-ponies were banging at a rock.

“Did you just take us back in time!?

“Did I?”

“Did you?”

“Did I?”

Fluttershy tried to make herself stop. She couldn’t. “Did you?”

“Did I?”

“Did… I?”

“There we go!”

Fluttershy shook her head. “Mask! We can’t keep doing this!” She spread out a wing - scaring a cave pony into knocking the rock over. He watched in fascination as it rolled down the hill.

The Mask put a lightbulb over the cave pony’s head. “I say we just made history! Though this could be the future. Quick, do you see any radioactive waste lying around?”

“I don’t even know what you’re saying…” Fluttershy muttered.

They shifted again, this time appearing right in front of Chara. She had a sharp knife in her pink hoof and a psychotic smile on her face. “Hello, Mask, would you like to have some fun?”

“Nope!” Fluttershy and the Mask shouted at the same time, warping through reality again, appearing in front of a giant cactus.

“Did you see that knife?” Fluttershy asked.

“Duh! Why’d you think we ran?”

“She could be killing ponies!”


“We have to stop her!”

“I have no idea where that was!”


“I really don’t, we just needed to be there at that moment to give this story a proper sense of urgency in the midst of our slapstick comedy routine!”

“Story?” Fluttershy blinked. “Pinkie…”

“Hey, hey…”

“How, how does Pinkie deal with this?” Fluttershy was starting to cry now.

“Hey! Stop getting your face wet! It’s my face too!”

“It must be so hard on her…”

“Look, she’s probably like me and was just born with the whole ‘nothing makes sense’ thing, okay Flutters? Geez.”

“I… I’ll have to ask her…”

“Duh, but don’t we have more pressing matters to deal with right now?”


The Mask pulled out a notebook and tore off several sheets. “Let’s see… Oh yes, your five closest friends are possessed by chaos monsters and are probably wreaking havoc this instant. They must be stopped!”

“...Did you just convince yourself to help me?”

“Does it matter?”

“Yes! It matters! To me!”

“I’m helping aren’t I?” the Mask waggled her eyebrows.

Fluttershy glared at her. Herself. Uh…

“He’s trying to describe the impossible,” the Mask said.

“It’s his fault this situation happened, right?”

“Eh, mostly.”

“Well, he can deal with a little inconvenience then.” Fluttershy huffed.


“Can we go back to the castle now?”

Fluttershy found that she could bounce them back without any input from the Mask - she was getting the hang of this. The power of the Mask was in her body, and they shared the body. There was probably some convoluted reason why a possessing mask would create a dual personality when trying to swap minds like this, but Fluttershy didn’t care to reason that out.

Not only because she wasn’t Twilight, but also because Ponyville was already screaming in panic.

“...Oh no…” Fluttershy groaned.

“Am I allowed to say ‘oh yes’?” the Mask asked.




Discord carefully laid Starlight in her bed, snapping the covers over her with his magic. “There. She’ll be fine.”

“N-now what?”

“Now, we go looking. There are six mares to find, my little dragon, and the less time it takes the better. There is one we’ll be able to find instantly…”

“...Twilight? Because she’s got all the magic?”

“What? No.” Discord rolled his eyes. “I have a ‘take me to Fluttershy’ spell ready at all times of the day because I never know when I might need it.” He lifted his hand. “To Fluttershy!”


Fluttershy and the Mask came crashing into Starlight’s room on a skateboard wearing a backwards baseball cap, green-tinted neon shades. They did a triple kickflip off the board and landed smoothly on their hind hooves just shy of the back wall.

Fluttershy lowered her shades and smiled awkwardly. “Um… sup’ ma’dudes? Izzn’t this… Radical…?”

Spike and Discord stared at her.

“...Oh no, did I do it wrong?”

“You did fine!” the Mask laughed.

“Oh, phew! I was worried there for a second.”

Discord lifted both of them in his magic. “I am going to send you back from where you came from you little green gobli-”

“Wait!” Fluttershy called. “The Mask is a friend, don’t hurt him.”

“...He ran off with you!”

“And I convinced him to come back. He’s going to help us find the others.” Fluttershy turned her nose and huffed, suddenly wearing a prissy white dress that only added to her currently haughty attitude.

Spike rubbed his eyes. “Is that you doing that or the Mask?”

“Yes.” Spike had no idea which one spoke.

Spike rubbed his head.

Fluttershy shook her head. “What’s wrong with Starlight?”

Discord frowned. “She’s in a coma. Tzeentch. When I get that conniving little bug-stain I’m going to…”

“Run him through a meat grinder?” the Mask asked, pulling out such an object. “Give him a really good spanking?” She threw a slapstick into Discord’s hands. “Or what about a good ol’ fashioned AIR STRIKE!”

“Woah woah woah!” Spike said. “No air strikes!”

“Yeah, Mask, we’re in Ponyville,” Fluttershy said. Then she blinked. “Oh, right, Ponyville! Everypony was screaming!”

Discord teleported them outside the castle. Ponies were running around, screaming, panicking…

...not because of any of the chaotic entities possessing the chosen Elements of Harmony, oh no.

But because of a giant green Mask-shaped balloon looking down and laughing at them

Fluttershy glared at the Mask. Which was impossible, but the Mask got the message.

“Oh, fine, I’ll put it away…” With a sharp intake of air, she devoured the entire balloon without a problem. “Done!”

Somewhere, an oven dinged. A pizza was ready.

Spike rubbed his eyes. “I… I was not ready for this.”

“Nobody is,” Discord said, combing his beard.

“If you were ready for the Mask, you could expect the Spanish Inquisition!” the Mask howled.

“The Spanish Inquisition had to give advance notice,” Fluttershy corrected. She blinked. “...Why?”

“You askin’ me?”

“It's a why without a recipient…”

“There there, the headache will go away soon.”

Discord picked them up. “As fascinating as it is to watch you develop the Flutter Sense, we have ponies to save.”

Fluttershy brightened up. “Oh! We saw Pinkie - or Chara. We could warp right back to her!”

“All aboard the Mean Green Machine!” the Mask declared. With a hiccup noise, they were suddenly standing in the middle of the Everfree Forest, where Chara had been.

Now, there was only a knife stuck to a tree holding a paper note. Discord tore it off the tree, discovering it had red writing on it.

Just missed me.

“...Any ideas?” Fluttershy asked.

Discord and the Mask had nothing. Spike was staring at the red on the note, shivering.

“Where could she have gone…?” Fluttershy wondered.


Chara twirled a knife and rammed it into the tree behind Bon Bon. The cream mare screamed out in terror, tears flowing out the back of her eyes. “Wh-what happened to you Pinkie…?”

“I’m not Pinkie…” Chara said, tearing the mare off the tree and throwing her to the ground. “I… am Chara. And I am the last thing you are ever going to see.”

“L-let me go… Please...”

“Mmm…” Chara licked her lips, twirling the knife in her mane-grip. “I don’t think so. I think I’m going to savor this, Bon Bon… Bet you’re wondering how I know you’re name?”

“P-pinkie, you know everypon-”

Chara touched the knife to her neck. “I’m not Pinkie.” Stupid horse ruining my name-knowing. That’s a major card out of my arsenal… “You make candy, right?”


“I wonder if you are what you eat.” Chara pulled the knife back and plunged it into Bon Bon’s chest. Red sprayed everywhere and the mare screamed. It got all over Chara’s face, not that she minded. With a demented giggle, she licked her lips, finding the taste to be…


She pulled the knife out of Bon Bon, bewildered to find that there wasn't a real wound there - just a copious amount of ketchup.

“What the…?” Chara said, backing away.

Bon Bon backed up against a tree. “Th-this was a joke? What kind of s-sick jok-”

“It’s not supposed to be a joke!” Chara shouted, throwing the knife into Bon Bon’s head. Ketchup went flying, but the mare herself was completely unharmed. Crying, the cream mare galloped away.

Chara looked at her pink hooves, twitching.

This body… it’s non-lethal?!

With a scream of intense rage, she uprooted a nearby tree and pounded it to dust with a meat smasher. “Oh, sure! I can pulverize trees! But not people!? What’s up with that?” She jumped over to a small pool of water and glared at the reflecting. “Pinkie! I know you can see this… there’s got to be a way to use your powers to kill. There has to!”

The reflection didn’t respond.

Chara growled - but then she got an idea. She jumped behind a tree and appeared inside the main entrance of Sugarcube Corner. She grabbed one of the real knives behind the stove and threw it out the window at a random passerby.

It embedded into them, all right. But there wasn’t an injury - just ketchup. AGAIN.

Chara twitched.

She wasn’t going to stand for this.

She was in a living world with an actual body for the first time in ages.

She needed to kill.

There had to be a way around this.


“Okay, Discord, we need to find them all,” Fluttershy said. She, Discord, and Spike were sitting at the map of the world while the Mask… sometimes existed and sometimes didn’t. “You know them, what would they do and where would they go?”

Discord folded his arms. “I can’t see how I’d know what a bunch of people who were lying to me would do.”

“Just… make a guess.”

Discord sighed. “Tzeentch is impossible to pin down, and Chara almost never talked, so I can’t tell you much about them.”

“The others?”

“Bill and the Joker…” He knitted his eyebrows. “Bill likes to be in control, so maybe he’ll go for the Princesses?”

Spike cocked his head. “But he’s supposed to be hiding, that wouldn’t be a very good way to hide.”

“Yeah, no idea. The Joker… he just likes to laugh and have a good time, probably harmless.”

The Mask laughed. “They really pulled the blinds over you didn’t they, snake-boy! Hah! The Joker’s a career criminal, he wants to laugh in the face of the law.”

Fluttershy nodded. “And what about the others, Mask?”

“Tzeentch is bonkers random, Chara was after my time, and Discord’s right about the Dorito.”

“So… Beetlejuice?”

“Oh, he’s easy,” Discord chuckled. “He’ll want to enjoy suddenly having a living body with working parts again. Has a thing for ladies, as you probably figured, a…” He paused, noting Fluttershy’s horrified expression. “Okay, Applejack would probably be appalled by the things he’ll try to do… with any luck he’ll try to scratch the ‘scare people’ itch first.”

The Mask laughed. “You think we have luck?

“We have something all right,” Spike muttered.

Fluttershy reached into her mane and pulled out a twisted blue horn. “We have flugelhorn, apparently.”

“And no idea where Beetlejuice would go!” Spike said, throwing his arms wide. “You can scare anypony in town if you do it right.”

“There are only two rowdy places in Ponyville,” Discord pointed out. “We could try those.”

“Does he have any idea where they are?”

“Probably not.”

Fluttershy frowned. “Then we’re just going to have to ask around town. We’re well known, ponies will know where we went.”

There was a knock at the door.

“Come in!” Fluttershy called.

The Cutie Mark Crusaders walked in - tripping a green Mask bucket that dumped water on them. “Wh- DISCORD!” Apple Bloom shouted.

Discord glared at the mask. “Wasn’t me.”

“Ah-huh.” Apple Bloom shook her head. “Right. Any o’ you know why Applejack’s actin’ weird?”

“You know where she is!?” Spike asked.

“Uh, yeah. Ah take it that means you do know.”

“Her mind has been possessed by an evil ghost! All the others too!”

“Is that why Fluttershy’s wearing a mask?” Sweetie asked.

Fluttershy lowered the silver opera mask she had been holding over her face. “Part of it…”

The Mask leaped into action, appearing behind the fillies in an usher’s uniform. “Right this way, please, sit for your introduction to… THE MASK!” She jumped right in front of them, grinning.

“Do all of you try to scare us?” Scootaloo asked, raising an eyebrow.

“Not sure…” the Mask admitted.

Fluttershy shrugged. “It’s okay girls, the Mask is on our side.”

“Figured that out,” Sweetie said.

“So, do you mind telling us what Applejack did?”

Apple Bloom cleared her throat. “well, she was talkin’ to herself, and then…”

III - In Which a Ghost Finds Living Limiting

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Not even Beteljuice knew how to spell his own name, namely because he had specifically signed documents both ways just to screw with people. Sometimes he even mixed the two spellings together for the heck of it, because why not?

Unfortunately, the confusion did not exist in spoken form, to his annoyance. He wished it were possible to hear spelling. People would be so much more annoyed for no good reason and that delighted him.

Beetlejuice ran out of the castle just like everyone - pony? - else when Tzeentch had done his thing. The first thing he did was jump into an alley and hide behind two trash cans. After this, he checked his new living body over. Living! Not bound by any stupid rules, regulations, or ghostly apparitions. He was here and he could do whatever he wanted!

He didn’t have hands, that was definitely annoying, but he could still pick stuff up because hooves didn’t need to follow the laws of physics, apparently. Perfect. Four sturdy, strong legs. He would have preferred something more agile or magical - clearly unicorns were the superior race and he was stuck bumbling through the mud. Annoying.

Further examination proved that, yes, he was still a ‘woman’ or ‘mare’. Normally this prospect would excite him in a decidedly disgusting way, but there was the slight issue that he was also a horse. The proportions were all off and everything was covered in little hairs.

He poked his head out of the alley, adjusting his hat and narrowing his eyes. Lots of ponies walking around completely in the nude and it all seemed so… normal.

“This place is cramping my style,” Beetlejuice muttered. “There’s gotta be something here. Anything. Come on…

“Applejack?” a child’s voice asked from behind her. “You’re talkin’ kinda weird.”

Betelgeuse grinned. That’s right, there’s more to life than women… He whirled around and gave his signature ear-piercing ghostly scream of terror, ready to see the kid run away screaming at the top of her lungs.

Only one problem.

He couldn’t do the scream without ghost powers, of which he currently had none. So all that came out was a “Graaaaaaaah!”

The yellow filly and her two friends looked at her in confusion.

“Did… did you just try to scare us?” Sweetie asked.

“Wow, that was lame,” Scootaloo laughed.

Betelgeuse twitched. “You all are in for it now…”

Apple Bloom cocked her head. “Seriously, what’s wrong Applejack? You… you don’t look too good.”

“It needs to be worse!” He grabbed Apple Bloom by the shoulders and shook. “What about the ghosts!?”

“Uh… Ghosts don’t exist?”

Beetlejuice twitched. “What. If. They. Did?”

“Ah guess Zecora might know somethin’...”

“And where is Zecora?”

“...Really, AJ? She lives in the Everfree Forest. Right down that path.”

Betelgeuse dropped Apple Bloom and took off at a gallop into the forest.

“...Whaddoya suppose that was all about?” Apple Bloom asked.

Scootaloo pointed at a giant green balloon in front of Friendship Castle.

“Ah. It’s gonna be one of those days.”


“...And you weren't worried at all?” Fluttershy asked.

“Ah mean, a little?” Apple Bloom shrugged. “Ah’m kinda used to it at this point.”

“Weird stuff happens,” Scootaloo added.

“Looks like I’ll fit in perfectly!” The Mask shifted her body into that of a puzzle piece.

“...Mask, I can't move my legs,” Fluttershy said.

“What legs?”


The Mask popped back into a pegasus shape.

“So what are you gonna do?” Apple Bloom asked.

Discord pressed his hands together. “We are going to find Beetlejuice and we are going to force him out of Applejack through chaos magic. I’m thinking bellows to the face will do it.”

“Can’t you just snap your fingers or something?” Spike asked.

“Yes. But that’s boring.”

“Our friends are in danger!”

The Mask slid up to Spike and grinned. “Nothing sayin’ we can’t have some fun while being heroes, amirite?”

Spike slid away from him. “...Yes! Yes th-”

“Spike,” Fluttershy said, putting a gentle hoof on him. “Don’t you remember when we were out saving the world that we had fun despite the danger? Pinkie would joke, Rainbow would say something something ‘awesome’, and Rarity would complain and everypony would laugh? It’s okay to have a little fun.”

Spike frowned. “...Sure. Whatever.”

Fluttershy sighed. “We’ll be going to Zecroa’s now. Crusaders, can you ask around Ponyville, find where the others went?”

“Can-do!” Apple Bloom said with a salute.

Discord raised his hand. “And away we go-”

“JUMPSIES!” the Mask shouted, jumping them to Zecora’s hut.

“Mask!” Fluttershy gasped. “That was rude, taking Discord’s teleport like that!”

“But the look on his face!” the Mask chuckled. “Look at it!”

Fluttershy looked at Discord’s bewildered face. The eye twitch got her to chuckle. “That is a pretty good face…”

“Zecora?” Spike called, running through the front door. “Zecora!?”

Zecora looked up from the noxious green brew she was stirring. “Spike the dragon, do you wish for a flagon?” She held up a small flagon filled with goop colored similarly to her cauldron.

“How long have you been waiting for me to walk in so you could make that rhyme?”

“Weeks,” Zecora admitted, holding out the flagon. “Do not worry, it has no leaks.”

Spike facepalmed. “Look, has Applejack come by?”

“Applejack was indeed here, but is no longer I fear.”

“What did she want?”

“Seeking books of degeneracy; dark magics, spirits, and necromancy.”

“Hey! That wasn’t a great rhyme!” the Mask said, busting through a window as though it was on a rotating axel.

“Find necromancy a rhyme. I’m waiting - I have time.”


“Incorporate that into a sentence or give me your repentance.”

The Mask twitched. “Bah.”

“Sorry about her,” Fluttershy said, smiling awkwardly. “That wasn’t Applejack, Zecora, that was a ghost possessing her form another world.”

“This is grave news indeed, for I gave her a book that could make ears bleed.”

Spike groaned. “Why would you give her a book of dark magic?”

“She said it was a request from Twilight, I would not want to give the princess a slight.”

“Where is she now?”

Zecora shrugged. “She left to find a place suited for her use. The Treehouse seems a fine end for the deuce.”

“Thanks, Zecora!” Fluttershy said.

“BOU-” the Mask began.

“Oh no no no you don’t! Discord gets to teleport us this time, hmph!”

“...On come on, I have it ready and e-”

Discord teleported them all away with a snap of his fingers.

Zecora let out a ‘huh’. She decided since no one was around she didn't need to rhyme it with anything.

Giggling to herself, she took a drink from the flagon and said “purple.”


A manticore roared at Beetlejuice.

He glared at it. “Back off you overgrown tabby!”

The manticore didn’t find this glare particularly threatening, so it attacked. Betelgeuse tried to fight, but he found that while he was strong he didn’t know how to use Applejack’s body well enough to be agile. The manticore’s claws hit him in the side and tossed him over to a bridge that almost broke from the impact.

The manticore, having a modicum of intelligence, was able to realize that meant it probably wouldn’t be able to support the weight of an apex predator. With an annoyed growl, the manticore left Beetlejuice behind.

“Ha! That’s right! Run away! I am the scariest fucker this side of the multiverse! You will rue the day you ran into Betel-”

One of the ropes on the other side of the bridge started to break.

Betelgeuse forgot his speech and jumped to the safe side of the bridge, the force of his jump causing the bridge to crumble into the ravine below. His landing on the dusty ground was painful, but he managed to not only avoid breaking any bones but also kept a sharp hold on the book of dark magic he had tricked Zecora out of. Dumb bitch, heh.

Not that he’d figured out how to use it yet, but the book had mentioned places of power in the Everfree Forest, and he was in the Everfree Forest, so it made sense to start there.

He forgot all complaints of his living body aching horribly when he realized what was standing in front of him - an old, decrepit castle standing in stark defiance to the encroaching forest of darkness around it. This must be it!

With a spring in his step, he trotted forward and touched his hoof to the front door.

He was more than a little shocked to see a ghostly pony float through the door.

The ghostly pony was more than a little shocked that Beetlejuice could see her.

“What?” They both said at once.

“I thought ghosts didn’t exist!”

“I thought the living couldn’t see is!”

“Well, I didn’t used to be living, babe.”

The mare instantly lost all interest in him. “And that’s enough of talking to you.” She floated back into the door of the castle.

“Wh- hey! Don’t ignore me!” He ran through the door into an open courtyard with dozens of ghosts floating around, chatting, going about their un-lives like nothing was wrong. “Hey. All of you!”

They mostly ignored him, and the few who didn’t looked at him with annoyed disdain.

“I’ve got a book of dark magic and I’m not afraid to use it!” He held up the book and waved it around menacingly.

One of the unicorn ghosts laughed. “She really is an idiot, isn’t she?”

“Quite,” his pegasus friend said.

“Do you think she realizes she needs a horn to use those spells?”

“Well now she does.”


Betelgeuse almost tore the book in half in rage. “That’s it, I’m going to make this clear - you all are going to tell me exactly what to do with this book, or I am going to sic the agents of chaos on you and they will tear you limb from limb…”

The ghosts who weren’t ignoring him laughed.

“Don’t test me! I’m the ghost with the most - er, well, not-ghost with the most! You hear me!?”

Meanwhile, at the balcony of the Treehouse, Silverstream looked away from the telescope. “Applejack sure looks angry…”

Gallus put his eye to the telescope. “...She seems to be shouting at nothing.”

“She is communing with her inner yak!” Yona said.

“That’s Pinkie.”

“I thought it was Applejack out there?” Silverstream asked.

Gallus groaned.

Beetlejuice threw the book at the ghosts, the pages of darkness passing harmlessly through them.

“Just go already,” one of the ghostly mares said. “You are not welcome here, you are nothing more than a disruption.”

“I’m not doing anything you tell me.” Betelgeuse folded his hooves and sat down on the rock.

They glared at him in disdain.

“You want me out? Tell me how to use the book. Otherwise, I’m staying right here and I’ll never shut up.”

A unicorn ghost sighed. “Looks like we’ll just have to get rid of you then…”

“I made an unliving spooking the living out of their homes. I’d like to see you t-”

One of the ghosts picked up the book in her telekinesis and slapped Beetlejuice across the face with it. The nightmares contained within the dark necromantic tome flooded his mind, showing him in no uncertain terms that he not only would die, but his ghost would be purged from existence in a ritual so painful that he would wish the Black Death had gotten him.

He grunted. “That the best you g-”

She hit him with the book again. And again. Each time throwing a new nightmare of darkness into his mind with a different spin. Gore. Overly cheery happiness. Uncanny valley. Failure.

A replaying of the events of the death that made him a ghost in the first place.

He let out a shout of panic and scrambled out of the courtyard.

“...Something has her spooked,” Gallus said, stepping back from the telescope.

“Who?” Silverstream asked.


Ocellus looked up from her book. “I thought we were talking about Pinkie?”

“Yaks do not scream and run, not even inner yaks,” Yona offered.

Gallus snorted. “You sure you know yaks?”

“Yona know best yaks!”

“Spiders,” Sandbar coughed. “Spiders.”

Yona glared at him.

“And she’s gone,” Gallus said. “We may never know what that was about.”

Beetlejuice ran out of the courtyard doors and right into Discord’s leg.


“Did the dead just scare you out of their house?” the Mask asked. “That’s RICH!”

Beetlejuice thought fast. “Mask, we’re buddies, right? Come on, help a brother out and give him a little boost.”

“Beteljuice… Nah.” The Mask did a triple backflip back and winked. “He’s all yours big guy.”

Discord lifted Betelgeuse into the air and stared deeply into his eyes. “You’re in my friend’s body longer than it was loaned to you for. I’m taking it back. You are paying your overdue rent with interest at a later date. Whenever I see fit, really.”

“Twelve percent interest rate compounded hourly,” Fluttershy offered, typing into a receipt machine. She tore the receipt off and stuffed it in Betelgeuse’s mouth. “You will be contacted by a financial advisor when we feel your debt has become oppressive enough.”

“Wait!” Beetlejuice called. “I can give y-”

Discord didn’t let him finish. There was a snap and Beetlejuice was gone.


“That was easy,” Apple Bloom said, walking out of Berry Punch’s “totally just juice and nothing else” shop. “Berry really does know everythin’.”

“So I guess we’re done then?” Sweetie said, unsure.

Scootaloo sighed. “That was boring. We need something exciting!”

Discord teleported an unconscious Applejack onto Scootaloo’s back, knocking the poor pegasus to the ground. “WAUGH!”

“Ask and thou shall receive,” the Mask said, wearing a priest’s uniform.

“This feels… odd, but strangely fitting,” Fluttershy noted, adjusting the collar.

“What did you find?” Spike asked the Crusaders, trying to get to the point.

Sweetie levitated a notebook out, flipping through a few pages. “Okay, so… we’ve got nothing at all on Twilight, and I don’t think we are since she could have teleported anywhere she wanted. Rainbow Dash flew at full speed to Canterlot, Rarity was last seen going into her boutique, and Pinkie has been seen in several places stabbing ponies and getting ketchup everywhere.”

“S-stabbing ponies?” Fluttershy gasped.

“Yep,” Apple Bloom said. “Apparently it’s aggravatin’ her somethin’ fierce that none of her knives actually do anythin’. Bon Bon’s apparently having a… ‘crisis,’ accordin’ to Berry from an encounter with the ketchup knife.”

“Where is this happening?” Spike asked.

“All over the place. Seems pretty random.”

“That’s Pinkie for you,” Sweetie commented.

“Can we get Applejack off me!?” Scootaloo whined.

The Mask produced a giant spatula and flipped the Scootaloo Applejack pile like a pancake, leaving Scootaloo on top.


“Any time, any day, any spaceship,” the Mask said.


“Why isn’t Applejack awake?” Apple Bloom asked.

“Chaos coma,” Discord said. “Same reason Starlight’s out. Just watch over her, she should wake up eventually.”

“A’ight then.”

“Bill’s the closest,” Fluttershy said. “We should go there.”

“To the boutique!” Discord declared, suddenly wearing a caped superhero outfit.

“Mine’s better,” the Mask said, showing off her added muscles and bladed wings.

“You try too hard.”

“Guys!” Spike yelled. “Boutique! This way! Come on!


Chara had been… “experimenting.”

She couldn’t be lethal, not with Pinkie’s powers. That much was clear. She’d used knives she made, knives she found in random kitchens, swords, spears, fake knives (just to see if the reverse meant something)... nothing worked.

She’d tried knocking ponies off cliffs too. They bounced like she would if she had anything to do with leading them to their doom. Vicious animals were somehow never able to maim when captured by her.

But one thing she could do was imprison ponies. There was nothing stopping her from putting them in a cage and throwing them into the deepest caverns to watch them scream.

Chara giggled to herself as she passed by her latest victim - one Derpy Hooves, who shivering in the bottom of an oversized birdcage. “That’s it, bird, try to fly… you’ll never escape. This is your home forever, now. Forever.

Derpy whimpered in fear.

“Good… good…” Chara retreated from the cage, replacing her grin with a frown.

Fun as this was, it wasn’t… enough.

She couldn’t kill, directly or indirectly. The animals wouldn’t attack viciously… but that may have been because they were part of this world.

If she could try something truly indirect…

She had no idea how to do that at the moment. But it was something to think about.

She was going to figure out how to consume the world as Pinkie Pie.

Nothing was going to stop her.

IV - In Which the Dorito Virus is Unleashed

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Bill Cipher made no attempts to hide himself whatsoever. He walked right out of Friendship Castle, his golden, ominous eyes on display for all to see. No one who looked at ‘Rarity’ could possibly believe there wasn’t something else behind those eyes.

He didn’t care whatsoever. He let them gawk, cower, and tremble.


The mare this question was directed to fainted, flopping amusingly onto the grassy ground.


Answers were not forthcoming, screams and shivering ponies were. They would remember him. The being who looked like Rarity but wasn’t.

He trotted right over to Rarity’s boutique and opened the doors. There had been a stallion curiously examining the Closed sign, clearly ecstatic that Rarity was back from her outing. Chuckling, Bill slammed the door in his face. “SORRY, BUDDY, INSPIRATION HAS HIT, THERE WON’T BE ANY CUSTOMERS TODAY!”

“But you alwa-”

Bill lit his horn, transforming the “Closed” sign into a “VERY CL∆SED” sign. “NOPE. GET LOST.”

“Why, Rarity, what’s gotten into you?”


“...Pff, who needs to look at a pony’s eyes to understand them? It’s all in the posture a-”

Bill teleported him to a random location. It took a lot more of his internal magic reserves than he would have liked, but he still managed to get rid of the offending and frankly quite boring stallion. Bill had work to do, and pretending like he was Rarity was not on that list.

He trotted up to Rarity’s personal chair behind the Boutique countertop and sat down, pressing his hooves together and closed his eyes, smiling all the while.



Discord, Spike, Fluttershy, and the Mask walked up to the window of Carousel Boutique.


“That’s Bill all right,” Discord said. “Can’t mistake him and his obsession with triangles.”

“What if I suddenly developed an obsession with triangles?” the Mask asked, currently in a dress made of triangular corn chips.

Discord ripped the dress off her and ate it.

“AIEEEE!” the Mask covered herself.

Fluttershy took control. “Calm down. It as just a dress.”

“We’re naked!

“You didn’t mind earlier.”

“Why do you love my jokes one minute and then ruin them the next?” the Mask wailed.

“Because she’s better at chaos than you?” Spike suggested.

“Oooooh,” Fluttershy said, giggling. “Nice one, Spike.”

“Thank you.” He cracked his knuckles. “Now let’s save Rarity!” He pulled a fist back and punched the door.

The door didn’t budge.

“Aughahah…” Spike whimpered, clutching his wrist. “T-there goes the dramatic entrance…”

Fluttershy touched a wing to the door and lifted up the Boutique’s latch. It wasn’t locked. She raised an incredulous eyebrow.

“...That’s not dramatic though…”

“Oh for goodness sake,” Discord grumbled, snapping his fingers and teleporting them all into the Boutique.

Bill was sitting behind the counter, fixing them all with a very annoyed glare. “FINALLY! DO YOU HAVE ANY IDEA HOW LONG I’VE BEEN SITTING HERE?”

Less than an hour?” Fluttershy offered.


“We freed Applejack,” Spike said. “And now we’re gonna remove you from the fair Rarity!”


“Lumberjacks use all sorts of tools.”


There was a hack hack hack noise from outside. The Mask was felling a tree with an oversized flathead screwdriver. She appeared back inside, laying the tree and the tool in front of Bill. “Did it!”


“...Not weird enough?” Fluttershy gasped. “What is weird enough?”


“Discord do the thing already!” Spike wailed.
Discord snapped his fingers, forcing Bill out of Rarity with ease. The white unicorn slumped into her chair, fast asleep, just as Applejack had been when she was freed.

“That’s that!” Discord said, dusting his hands and marching out the boutique door. “Next!”

“We’re just going to leave her here!?” Spike asked.

“Uh… yeah?” Discord cocked his head. “Why not?”

“It is her home,” Fluttershy added.

“And that chair looks mighty comfortable,” the Mask continued.

Spike grumbled to himself, marching out of the boutique as well. “Still feels like we should do m- ...where’s Applejack?”

“With the CMC, ding!” the Mask held up a triangle instrument, grinning. “I’ll collect two-hundred dollars, thank you.”

“Uh… you didn’t get it right,” Fluttershy said. “The CMC are right there. She isn’t.”

The CMC were talking amongst themselves, strangely without the Applejack that had been dumped on Scootaloo only a few minutes prior.

“Girls!” Spike shouted. “What did you do with Applejack?”

Apple Bloom blinked. “What? Do? She just woke up and went home!”

Discord’s jaw dropped. “Woke… up?

“Yeah. Was that not supposed to happen?”

“Ponies in comas don’t just wake up and walk it off!”

“I knew that was too easy,” Spike muttered.

“Why didn’t you say anything?” the Mask asked.

Spike groaned. “This is my life now… constant jokes at my expense by a green mask and an overgrown snake.”

“Awww, they’re just giving you attention because they care about you!” Fluttershy said.

Spike facepalmed. “Let’s just get to Sweet Apple Acres and figure out what’s going on.”

Travel was so simple with chaos on your side - just a snap and you were where you needed to be. In this case, right outside the Sweet Apple Acres barn, where a certain orange farm pony was sitting in a rocking chair, a piece of straw in her mouth.

Her eyes were bright yellow and mischievous. “AT LEAST YOU GOT HERE QUICK THIS TIME!”

Discord grabbed Applejack by the chest. “How did you do that?”


“I know! I know!” the Mask waved her hoof in the air. “Ooh, ooh, pick me! Pick me!”


“What is dream manipulation?”

DING DING DING! YOU WIN AN ALL EXPENSE PAID TRIP TO NOWHERESVILLE!” Bill glared at the Mask mischievously - the expression quickly replaced by a frown. “...OH. I’M NOT A UNICORN ANYMORE.”

“And you won’t have any more tricks.” Discord lifted Bill into the air.


“...Who else have you possessed?” Fluttershy demanded.


“Ooh, Dorito Virus…” the Mask rubbed her wingtips together. “That sounds tasty.”


Discord forced him out of Applejack.

“He’s infecting dreams,” Spike frowned. “...We need to remove him from the Dreamscape.”

“To Luna!” Fluttershy declared.

“We do a lot of jumping around on this show,” the Mask observed.


It took significantly more than one jump to make it all the way to Luna’s private chambers. The anti-magic security installed on Canterlot Castle had done a surprisingly good job of keeping Discord’s machinations out. It would take hardly any effort for Discord to teleport to the main entrance of the castle and then teleport somewhere within the interior, but the fact that he couldn’t teleport directly from anywhere he was to Celestia’s Royal Court made his regular ‘impulsive chaos’ decisions less regular.

Being forced to think before doing chaos? Absurd! If he couldn’t get in and out for a quick joke then what was the point?

Needless to say, he completely forgot the Castle had the enchantment on it momentarily and ended up teleporting all of them several stories in the air above Canterlot.

Luckily both Spike and Fluttershy had wings - but they still gave Discord a death glare nonetheless.

“Eheh… ooopsy?” Discord shrugged. He created a giant snake-slide that brought the three of them down to the main entrance. Once they physically crossed the barrier, the Mask folded them all the way up to Luna’s private quarters.

The two batpony guards at the doorway took a wary look at Discord.

“Please, as if I wouldn’t be here if it wasn't important.”

Fluttershy raised an eyebrow. “Really, DIscord? I remember you swapping the decor of Luna and Celestia’s rooms not that long ago.”

“You’re not helping!”

Spike sighed. “Spike the Brave and Glorious here, we need to see Princess Luna, there’s a dream demon in the dreamscape.”

“There’s always a dream demon in the dreamscape,” one of the guards said. “That’s part of her job.”

“This one’s from another world and already invaded both Rarity and Applejack’s dreams.”

The guards looked at him blankly.

“Element of Generosity and Honesty? Owner of Rarity for You? Sweet Apple Acres? Do you guys ever get out?”

“We have not left this hallway for centuries,” one of them said.

Spike groaned. “Can you just… get a message to her?”

“She’s sleeping right now.”

“This is more important than sleep,” Fluttershy said.

“Yeah!” the Mask added, smacking herself on the head with a baseball bat. “Does this look normal?”

“...No,” the guard admitted. “But that does not give you the right t-”

Discord snapped his fingers, turning the two guards into bats - the animal, not the sports implement the Mask was swinging around. He kicked open the doors to Luna’s chambers.

She wasn’t there.

Frowning, Discord turned the guards back. “Where is she?”

The guards stared in shock at her empty bed. “We… we have no idea.”

SHE WAS ASLEEP!” a Bill-infected pegasus called from Luna’s window. “FAIR GAME!”

“What have you done with her?” Fluttershy demanded.


Discord removed Bill from the pegasus, prompting her to drop out of the ground and land in a painful pile of garbage.

“Oooh, that’s gonna leave a mark…” Spike winced.

“A dead end!” the Mask declared, tracing a path along her maze-print dress. “We must turn around and find a new path onward!”

“Celestia can probably find her, and I know she’s not asleep,” Spike said. “Just be careful, she’s probably in-”

Discord teleported them all into a fancy room filled with nobles.


Celestia let out a sigh and the nobles shifted uncomfortably. “Discord, I thought I told you never t-”

The Mask cleared her throat. “Woooooooooooah Luna’s missing, there’s a dream demon on the loose, and you should have already gotten the letter about all the other problems we’re smokin’ in.”

Celestia stood bolt upright. “Luna is missing?

“Yeah. Can you find her?”

Celestia nodded. “Easily. I know where she is at all times, I just need to…” She froze, turning to stare at a blue unicorn noble who had been wearing oversized glasses.

With a chuckle, the noble removed her glasses, revealing bright yellow eyes. “I DO LIKE HIDING IN PLAIN SIGHT!”

“Why do you hide where it is so easy to be detected?”


“Aaaaand AVAUNT!” Discord declared, forcing Bill out of Luna’s head. Unlike Rarity and Applejack, Luna did not pass out from the procedure.

She did let out a howling pain that sounded like a cackling hyena that decided attacking a wolf mid-howl was a good idea and quickly regretted its decision.

“That… that cur!” Luna shouted.

The nobles gasped at Luna’s language. A few fainted.

“I am going to tear him out of the dreamscape with my bare hooves!” Luna shouted at the top of her lungs.

“What if he traps you again?” Spike asked.

“That’s what you three are for,” Luna said.

“Yep, the three are four,” the Mask chuckled.

Luna stared at her in confusion.

“Don’t think about it,” Fluttershy dismissed. “We’re here to help. What can we do?”

“We are going to enter the dreamscape… we are going to confine Bill Cipher… and then we will banish him from this realm once and for all!”

“PRINCESSES!” a royal messenger shouted, rushing into the room. “Fires have started breaking out all over Canterlot! It’s too much for the fire department to handle, and the guard suspect foul play!”

OH NO, LOOKS LIKE THERE’S SOMETHING ELSE TO DEAL WITH!” A noble said, pulling her mane out of her eyes. “WHAT WILL YOU DO?”

“I will see to Canterlot,” Celestia said. “Luna, the Dreamscape is yours.”

“Agreed, sister.”


Discord banished him. “That’s getting more annoying than cathartic…”

“How do we get into the dreamscape?” Fluttershy asked.

“WITH MOON BOOTS!” the Mask declared, bouncing around on her set of four moon boots.

“...The boots will not help,” Luna said. “Only my magic will. Please, come to my chambers, we will sleep to enter the realm.” Luna narrowed her eyes at the surrounding nobles. “None of you will ever take that out of context, do you understand?”

“Yes, princess.”

“Good. See to it that you don’t forget. Remember what happened to Tizzy Tail’s tail.”

The nobles collectively shuddered.

Luna decided she had wasted enough time here, teleporting them back to her room.

Which was decorated with Celestia’s furniture.

“DISCORD!” Fluttershy shouted.

“What? You gave me the idea!”

Luna twitched. “If you weren’t such a danger to the realm I would simply let him take you over…”

“Ouch. You wound me Woona, you really do.”


Normally the dreamscape was a calm, serene locale filled with stars, varied doors that led to different dreams, and the occasional dreamy wildlife. Sometimes the dream creatures were nasty and demonic, but equally often they were puffy little clouds of pure positivity.

All this was gone when Luna dragged Discord, Spike, Fluttershy, and the Mask into the dreamscape. The stars had been jostled around randomly and colored with a yellow tint. Immense mutant creatures lined the voids between the sparks dominated the view, filling Spike’s mind with images that would give him nightmares for weeks to come. Geometric shapes twirled around overhead, most laughing, but there were a few that were crying or screaming in agony.

“WELL WELL WELL WELL WELL WELL WELL WELL WELL WELL WELL!” Bill declared, rising in front of them in all his triangular one-eyed glory. “DO YOU LIKE WHAT I’VE DONE WITH THE PLACE, MOONBUTT?”

“This realm is not your own, Tartarus-spawn,” Luna hissed. “Leave and return to your own realm!”


“We will stand for no such thing!” Luna declared. “We will drive you out!”


“W-what?” Spike sputtered.

Several thousand Rarities flew into him from nowhere, flooding him in the sound of so many “dears” and “darlings” he felt like his ears were going to explode. They probably would if this were the real world. Of course, he’d notice the broken bones from the impact first in that case.


Luna flared her wings and encased all of them in a sphere of darkness. “Bill Cipher! You will not be going anywhere. YOU WILL FACE US!”


Discord pointed a finger and tossed several thousand statues of Bill at Bill, surrounding him in reminders of his own failure. “How do you like your own medicine?”

“I LIKE IT JUST FINE. PREDICTABLE, REALLY.” He floated out of the pile, colored red and ten times larger than before. “HERE, I’LL DO YOU BETTER!”

Bill imagined a single Discord statue - one that matched Discord’s every move. If he snapped his fingers, the statue would do the same. A giant fish appeared and was hit by a fish made of stone. A tremendous army of cookies marched into the lines of a perfectly matched opposition.

“Oh come on!” Discord shouted. “The copy game? Really?”

Bill yawned by stretching his eyelid wide. “YEP. KEEPS YOU OCCUPIED PRETTY WELL, DOESN’T IT?”

“Only one of us,” Luna said, appearing behind Bill and smashing him with the moon. “Drive him out!”

“On it!” Discord pointed his fingers… only to find that his statue was still operating, countering his moves. “That’s not fair! You can’t focus!”

Bill rose out of the moon as if it were made of liquid. “YOUR POWER IN THIS REALM IS TIED DIRECTLY TO YOUR IMAGINATION! BOTH OF YOU PALE IN COMPARISON TO ME, WHO DESIGNED CIVILIZATIONS!” He got rid of Discord’s statue entirely and opted to counter him with a mass composed entirely of different colors of wriggling caterpillar while Luna got to stare at her own face turned inside-out.

“Nightmares do not deter me, triangle!”

“OF COURSE NOT! BUT YOU CAN’T DO AAAAAAANYTHING. ANYTHING YOU CAN DO I CAN DO BETTER!” He turned her army of imagined dark monsters into a series of fractal patterns, twisting them into the cake-monsters of Discord’s dream constructs. “I BET YOU TWO WERE MUCH BETTER WHEN YOU WERE ‘EVIL!’ PROBABLY MORE FUN TO HANG AROUND TOO!”

“Does friendship mean nothing to you?” Discord demanded.


“Maybe you should do some more RESEARCH next time!” Fluttershy shouted, smashing into him from above. He retaliated - against her. The Mask was able to jump in, creating several comically oversized hammers to hit Bill while Fluttershy recovered from the assault.

“Two minds! One body!” the Mask laughed. “Out imagine this!” A giant creature made out of the cutest, fluffiest creatures imaginable appeared behind them, colored with vibrant pastel crayon-like textures and far too many limbs in unnatural places.


Its mouth opened, revealing a tommy gun that shot the concept of happiness.



Bill was unable to block the concept of happiness because, well, that shouldn’t have been able to cause physical bullet-like damage. But it did.

“JUST A LUCKY GRAB. YOU A-” He blinked. He only saw one opponent. “WHAT.”

“We have fused!” Luna-Discord-Fluttershy-Mask declared. “Our dreams are one, together you will fall!”


“Fusion is just a cheap tactic to make weak dreams stronger. But since when do you play fair?”


Bill was hit with several thousand Rarities, a hammer, two wolves made out of crayons, a leaf blower, cigarette smoke given the form of a panda bear, and what he was sure was a version of himself in a bear suit.


“How about… no?” Discord said, tapping Bill on the back.

Bill’s eyes widened. No. Discord had been part of the others. They had fused! He couldn’t have hidden himself…

“Get out of here.” Discord snapped his fingers.


Bill was gone before he could say another word.


Chara eventually asked the right question.

What if I fold myself into my mane?

It wasn’t even that hard to do. She just stuffed her face into her mane and rolled around until she wasn’t in Equestria anymore. She was in… The Pinkie Zone.

The fact that Chara could hear Pinkie say that ominously in her head annoyed her to no end.

The Pinkie Zone contained everything that could be pulled out of Pinkie’s mane - objects ranging from cakes to streamers to joy buzzers to video games to outdated party planning files that no longer needed to be contained in the party cave.

But that was just the stuff that was easy to reach. Chara could see much, much further into the distance. With a slasher smile plastered on her face, she began to climb. The higher she went, the more bizarre and esoteric the objects became. One moment she was walking in a river of jellybeans, the next she had found a river of ketchup that contained fish made of french fries. Higher still, and she found televisions far too advanced for Equestria, looking more like some Chara recognized from her world.

Higher still she found entire test dummies made to look like Pinkie Pie, roombas, and overly colorful gardening implements. Things that definitely didn’t belong in this world: shapes made of felt, a hyper-detailed alligator sleeping on an atlas of Earth, and a box with eleven seasons of My Little Pony: Friendship is Magic.

That’s impossible. This observation did not surprise Chara in the slightest.

She passed a few extra Elements of Laughter - including some that were dark, sickly, almost black. Knives that looked like they were covered in blood. Real blood. Even though Pinkie couldn’t harm anypony, she apparently could crab these…

Some cupcakes… those looked tasty.

Pinkie was very connected to things that didn’t belong in her world. And this gave Chara a lot to work with.

She picked up a dark crystal brimming with dark magic. She pulled a knife out of the skeleton of some kind of alien and traced it along the edge of the crystal. “I’m getting an idea….!

The universe trembled at Chara’s idea.

V - In Which Crime Isn't What it Used To be

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The Joker decided he liked having wings.

His reason for liking them, like most things in his life, was rather unorthodox. Sure, he liked seeing everything from above as much as the next guy and being aerodynamic definitely had its perks. As a career criminal, he was already thinking about how it could be used to royally screw with law enforcement.

But the main reason?

He liked what it did to his laughs. Every time he belted out a pure shout of freedom, the air would shoot right back down his mouth, rather painfully, and create a new sound. A sound he couldn't get enough of. Who cared that it was a little uncomfortable? It was a new laugh! That sort of thing didn’t just happen every day, you know.

Despite his gleeful enjoyment, he still had a plan. That plan?

Fly into Canterlot and continue laughing like a madman, drawing the bewildered attention of everypony.

...Okay, so that wasn’t so much a plan as a thing he did upon arriving, but he didn’t concern himself with pesky things like truth beating down his self-image.

Still, he did have a plan. The real first step?

Steal a harlequin mask from the first traveling salesman he could find. This was not only pathetically easy, the salespony didn’t even notice he had been stolen from. He didn’t exactly keep inventory on his masks, which made the game of theft a bit less… rewarding. Ponies were too trusting to be any fun.

Maybe he should move to one of the other nations, where things might be a bit darker? Kludgetown was full of scoundrels - he’d already heard some ponies talking about it in hushed, terrified whispers.

Nah. Then he’d probably be out of the way of his replacement for Batman - Discord. Surely Discord would prove to be an excellent nemesis?

No matter that Discord didn’t stand for justice wasn’t comically serious and wasn’t all that dark most of the time… it would work. It had to. Because he was the Joker!

“Hey Rainbow Dash, can I get an autograph?” a filly asked.

“Sure thing, kiddo!” the Joker said, signing Rainbow Dash’s name on the photo without missing a beat. “Now I gotta Dash, keep watching the skies for me!” He flew away, finding his way into a small alley filled with trash, rats, and a copious amount of moldy oranges.

“CALLING ME RAINBOW DASH!?” he shouted at the oranges. “Who does she think she is, some kind of CHILD? Hah! No… No, there are no children. Only ponies.”

“You’re a few sandwiches short of a picnic.”

Joker smirked behind his mask. “Ah… an intruder. Good. Got here without me noticing, sneaky. Planning to jump me? Should have stuck with that plan. Might’ve gotten away with a few bits and my new face.”

The burly stallion behind the Joker snorted. “You’re just a runaway from the nuthouse. You’re not worth my time.”

Joker whipped around, making full use of Rainbow Dash’s athletic body to tackle the small-time criminal to the ground, knocking out some teeth in the process. “Tsk tsk tsk. You’re such a horrible thief…”

“I wasn't going to steal from you! You can’t prove anything!”

The Joker cackled. “Like I want proof. No, I just want connections. You work for me now. You will learn the name of the Joker and listen to his every word…”


“Quiet!” the Joker hissed. “Take me to your… previous boss so I can have some fun with him.”

“Big Gold… he’s uh… at the hideout. You wouldn’t stand a chance…”

“Then you should be glad to direct me there so they can get rid of me, hmmm?” He pushed down a little harder, threatening to dislocate a leg.

“Fine! Fine! I’ll do it! Don’t say I didn’t warn you, crazy lady…”

“I am going to enjoy feeding you to my shark tank when I get it installed.” The Joker lifted the stallion off the ground, keeping a form hoof around his neck. “Let’s roll.”

The stallion seemed offended that the Joker had said that, but seeing as he was already fearing for his life he had no intention on commenting.

The stallion led Joker through the back alleys of Canterlot. Joker was sorely disappointed. There was very little in the way of real crime here, scarcely any more than petty theft! This was the shadiest place in the entire city and he hadn’t even found evidence of a single murder. Granted, he thought murder was a little boring, but still - the principle of the thing! Murder was the most basic of the high crimes. If it was almost nonexistent, what would he have to work with?

The stallion knocked on the door to the hideout.

“Password?” a mare on the other side asked.

“Eggs Benedict.”

The mare opened the door. “Who’s your friend?”

“Uh… Butter. Her name is Butter. She’s got some… propositions.”

“I see…” The mare looked the Joker up and down. “That mask doesn’t really hide much, you know.”

“Recognize me?” the Joker asked.

“Duh, of course I do, I’m not an id-”

The Joker bucked her right in the face, sending her to the far wall. “Excuse me, what were you saying?” He cackled. “Now, about that leader.”

“They won’t let you in now…” the stallion said, shivering.

“I think they will.” The Joker smashed down another door, getting deeper into the safehouse. On the other side were a handful of rag-tag criminals pointing spears and bows at him. None of them looked particularly eager to use them. “Disappointing…” He considered charging them all, but decided against it. Even if they didn’t want to use the weapons, they could.

The Joker cleared his throat. “So, let’s try the easy way. Take me to your leader and nobody gets hurt.”

The disappointments never ended; they stood down without any prompting. He was led down a staircase to the deepest part of the safehouse, where a fat earth pony stallion sat on a large bed.

“Quite the commotion you’ve caused up there,” Big Gold said, a distinct, refined voice hiding behind his immense girth. “You aren’t Rainbow Dash.”

“At least the boss isn’t an idiot,” the Joker chuckled. “I am the Joker!

“Literal…” Big Gold smirked. “What sort of proposition do you have?”

“I’ve seen your city. Your crime is lacking. An organized crime ring and the ponies don’t live in fear of you? Unacceptable!

“We must tread carefully, Joker. Celestia will only tolerate so much before she wipes us off the face of Equestria! This isn’t Kludgetown, there is an art to getting rich and not drawing unwanted attention.”

“What you have is a failure of imagination! All you have to do is take care of your biggest problem first and you’ll have free reign!”

“Celestia?” Big Gold leaned in. “You have a plan?”

“Naturally. Cause enough panic to make her take immediate action - light a ton of fires around orphanages or something. She’ll come right where you want her…”


Celestia noticed a pattern when she was putting out the fourth fire with her masterful control over the solar energies. Every last one of these fires had been set next to an orphanage. There was no way this was a coincidence or even the work of a single fire-crazed magician. This was planned with a purpose.

She ran through the possibilities in her head - why would somepony try to burn down all the orphanages in Canterlot? Who would even have the resources to do something like this?

The why was easier: either someone hated orphanages, or was trying to make a statement and get a reaction - possibly a reaction out of her. The latter made the most sense, seeing how she doubted it would be possible to perpetuate an organized crime racket around a hatred of orphanages. Orphans weren’t all that common, and even then the system generally treated them well and provided positive futures. A few bad eggs wouldn’t be able to do this.

So a pre-existing group, one that wanted to send a message. Most likely? We will hit you where it hurts.

It didn’t matter if the message was intended for Celestia or the government in general, it meant it was time to step in. She had clearly been too relaxed on the minor gangs lately. Time to bring them down.

She teleported from random alley to random alley until she found somepony who gave the correct response to her sudden presence - horrendous, guilty fear. He was a burly stallion who looked as though he had been recently beaten up.

WHERE?” Celestia boomed.

“Again…?” the stallion whimpered. “T-the safehouse is… is…”

Celestia had no time for this. She took it from his mind - getting a fair bit of conflicted guilt and confusion with it.

No matter. She knew where she needed to go. With a flash of solar energy, she teleported to the safehouse and blew the doors off. Her hooves singed the ground as she moved.

She arrived in a room that was completely empty - abandoned save for a small blue potion on the ground.


The invisible magic runes in the ground activated, latching onto her magic with dark magics Celestia… well, had felt a few weeks ago, when the last major villain had captured her. At this point, the feeling was annoyingly familiar and brought nothing more than an overly dramatic sigh from her lips.

A few unicorns revealed themselves - all of them with glowing yellow eyes. Bill.

“You! The dreamscape wasn’t enough for you?”

“OH, THIS ISN’T MY PLAN, I’M JUST OFFERING SOME EXTRA BODIES!” Bill tossed the blue potion over, activating what Celestia recognized as a long-distance communication spell. “SAY HELLO TO THE MASTERMIND OF CRIME, THE MAN WITH THE BEST NAME, THEEEEEE JOKER!”

“Joker…” Celestia said, glaring at the monster hijacking Rainbow Dash’s body. She could not see his face, only the eternally smiling mask.

“You know, you’ve done a pretty good job keeping crime out of this city,” the Joker said, stretching his wings as if he were having a casual conversation over lunch. “I had to do some work to get here! But I’m nothing if not… devoted. Fitting for Loyalty, isn’t it? Isn’t it?”

“You won’t get away with this…” Celestia said.

The Joker laughed. “Who cares?”

“You’re mad.”

“Your point?”

Celestia frowned. “You really are like Discord… you could have friendship, you know.”

“Tried that, ended up fighting tooth and nail for years over a city with the guy. So not worth it. Creepy obsession with bats.” The Joker snorted, amused at his words. Then he froze, glaring at her. “Why aren’t you laughing?”

“This isn’t funny.”

“That will change.” The Joker rubbed the tips of his wings together. “Laughing Gas in my world is deadly. It annoyingly isn’t here, but you know what? That just means the laughter lasts longer! In your case… eternity!”

Celestia couldn’t smell it or feel it, but she knew the gas was here. She started to chuckle, despite having forced her breathing to stop prior. The chuckles became laughs, and soon she was rolling on the floor laughing.

Bills unicorns were too, at first, but at some point in the middle of the laugh he was banished from all of them at once.

Luna succeeded, Celesita managed to think through her laughs. There is hope.

The Joker chuckled. “I wonder how long before you give up hope? The guffaw of tears is so rewarding. Shame I won’t be here to see it.”

The communication spell ended.


“You help Celestia, I shall deal with the nobles,” Luna said the moment they woke up - which was just after sunset. “No doubt there is panic that needs to be contained.”

“Got it,” Discord said, saluting. “Where’s good ol’ Celly?”

“She’s…” Luna’s pupils dilated. “I… I can’t pinpoint her magic!”

“But didn’t Bill-” Spike began.

“This might not be Bill,” Fluttershy interrupted. “The Joker might be here too. Maybe he had time to figure out how to hide the Princesses from each other?”

“How do we find her?” Spike asked. “We have to…”

“I know!” the Mask said, grinning. “We cheat!” She pulled Discord and Spike away - leaving Luna - appearing in a small alley where a burly, tired stallion was just trying to get away from it all. “We can ask this guy!”

“Oh no…”

“You’ve got a bingo! Three in a row!” the Mask giggled.

“Um, you need five for a bingo,” Fluttershy said.

“Well depending on how you count, there’s three of us, and he’s already been through this two times before, soooo…” She pulled out a slot machine and treated it as if it were a calculator. “BINGO is perfectly acceptable in this situation.”

“Just… I’ll tell you where the hideout is, okay?” He curled into a ball and started rocking back and forth. “Just leave me alone…”

“Oh, my… you poor thing…” Fluttershy walked up to him.

“S-stay back! Not falling for this again! No! You’re probably not Fluttershy! Just…” he sputtered out the location of the hideout and ran off.

Fluttershy sighed. “I tried.”

“It was a good try,” Spike encouraged.

“He was a pretty lost cause anyway,” Discord admitted. He snapped his fingers, appearing in front of the hideout. They walked right through the blown-down doors, finding the room empty save for a single blue potion.

They walked in. Nothing happened.

The Mask jumped forward, tapping the potion. “Helloooo…? Gonna imprison us or something?”

The potion flashed, forming an image of the Joker, mask and all. “Do not try to trace this or I will cut the connection and you’ll never know what’s happened to Celestia.”

“Clever girl…” the Mask said, adjusting her hat.

The Joker glared at her.

“What have you done with Celestia?” Spike demanded.

The Joker cackled, his image getting replaced with that of Celestia imprisoned in enchanted chains, laughing uncontrollably. The image left as soon as they could identify what it was. “Alive. She might nooooot be if you don’t do what I want!”

“What are your demands?” Spike asked.

“Stop hunting me,” Joker said.

“Not happening,” Discord snorted. “You have Rainbow Dash.”

“And now I have Celestia! I can take more, and more, and more! How many do I need to take before you cut your losses?” The Joker leaned in, the happy face on his mask unfalteringly creepy. “All I have to do is press a button and your Princess falls.”

“You… you monster!” Fluttershy shrieked.

“It’s time you learned what real crime was! Your world has lived in th-”

“We’ve been to Kludgetown,” Spike deadpanned. “We know what real crime is.”

The Joker’s ears twitched. “I am getting real tired of hearing that…”

“Kludgetown,” the Mask said, holding up a diorama of the city. “Kludgetown, Kludgetown, Kludgetown…”

The Joker chuckled. “I waste my time. Don’t try to find me or Celestia will be no more.” The call ended.

Fluttershy allowed herself to start breathing heavily. “W-what do we do?”

“I got this,” Spike said, taking out a piece of paper and blowing fire on it. “Discord, trace that letter and be prepared for whatever.”

“Nice going, Spike,” Discord said, patting him on the back.

“I’m not completely useless, you know.”

Discord teleported them directly to the location of the letter, which happened to be a chamber of laughing gas with Celestia inside of it. Fluttershy and Spike fell to the gas easily, cackling uncontrollably. Discord banished the gas with a roll of his eyes and a snap of his fingers.

“T-trap…” Celestia wheezed.

The warehouse they were in exploded.

The smoke cleared, revealing Discord, Celestia, Spike, and Fluttershy inside a chaotic bubble shield.

“Did he really think that would get me?” Discord asked. “The gall!”

“It was probably for Celestia…” Spike said, shivering.

Celestia let out a sigh of relief. “I… never thought… I would grow tired of laughing…”

“At least your face didn’t get stuck like this!” the Mask said, demonstrating what her face looked like a minute ago.

“...Egh…” Celestia shivered.

Spike took a look around the smoldering crater. “So. I’m going to go out on a limb and guess the Joker wasn’t here.”

“Probably a good deduction,” Fluttershy admitted.

“No closer to finding him.” Discord threw his arms in the air, sending several crying oranges flying. “What now?

“Simple, we use the communication spell to track him,” Spike said.

Fluttershy cocked her head. “He already cut that.”

“Oh, not through the spell itself. See, it was in a potion, right? Had to be made. He hasn’t had time to make it and he’s been here less than a day. Those spells are hard to make, there’s probably a record of purchase we can follow.”

Fluttershy and Discord stared at him in disbelief.

“What? Twilight orders a lot of spells. I learn a lot about them. Just have to trace the paper trail.”

“And I can help with that,” Celestia said, standing up to her full height. “There’s more than just a network of small-time criminals in Canterlot. There are… informants.”

“Informants?” Fluttershy asked. “...Were you going to tell us about them before giving Twilight the crown?”

Celestia frowned. “You are never going to let me live that down, are you?”



The nobles turned out to be useful for something.

Fancy Pants dropped a pile of paper in front of Discord, Fluttershy, and Spike. “A trail of receipts, suspicious transactions of bits, and a rather large amount of conspicuous evil laughter… It was harder to track ‘him’ than expected, but we believe we have his location.”

The Mask pulled out a watch. “That only took an hour!”

“When the city is on fire, we work fast.”

“...Celestia still hasn’t put out all the fires?” Fluttershy asked, worried.

“Most of them are out… but some have grown. It is not a simple task to remove them.” Fancy Pants pointed at the address at the top of the stack. “We believe ‘he’ is hiding here. Be careful.”

“We won’t,” Spike grumbled.

The Mask pulled out a rocket launcher and shot the ground with it, proving Spike’s point. Somehow, when the smoke cleared, they were standing outside a warehouse covered in spray-painted laughing faces.

Discord snapped his fingers, ripping the doors off their hinges. The Joker was inside - a knife to the throat of a random mare he had pulled off the street. “You couldn’t have done this…”

“The Canterlot nobles are good for something.” Fluttershy shrugged. “Who knew?”

“No…” The Joker twitched. “They were oafs! They…”

“Apparently they were able to trace ‘conspicuous evil laughter’,” the Mask said. “I wish I could do that, it’d make so many things much easier…”

“Let’s just get this over with,” Discord said.

“NO!” the Joker shouted, poking the knife to the mare’s neck. “Do anything and she dies! You won’t be able to life with the blood on your claws! Y-”

Discord teleported her out of the Joker’s grip.

The Joker looked around, mind racing. “This is nothing like Batman… He’d at least respect the rules!”

“...Rules?” Spike cocked his head.

“The rules of engagement! Hero, villain! This isn’t how it’s supposed to go!” The Joker screeched. “The plan needs to almost work, not… fall to pieces!”

Almost work?”

An ethereal purple smoke rose from behind the Joker - a communication spell that showed the face of Twilight Sparkle.

Or, rather, Tzeentch.

“I had such high hopes in you, Joker…” Tzeentch sighed. “But you are obsessed with your pattern. For one so chaotic, you are surprisingly stuck in your ways.”

The Joker twitched. “This is how it needs to b-”

Discord drove him out of Rainbow Dash mid-sentence. “How ‘bout no. You don’t get your climactic battle of nemeses.”

“...Using nemesis in the plural…” Spike facepalmed.

“They are falling remarkably quickly…” Tzeentch muttered, fixing them with a hard gaze. “There is no good help these days, is there?”

“Evil poni- people always fail,” Fluttershy said. “No matter how much help they have.”

“I was just having a conversation with a nice goat who thinks otherwise… but that is neither here nor there. Guess what also isn’t here? Me. The big Z.”

“We will find you just like we found the Joker!” Spike declared. “You’re going down like the big snore you are!”

“Heard that one before.”

“Discord, find him.”

“You could do that. Or you could go deal with Chara, who’s about to unleash an unspeakable evil upon Equestria. The latter might be slightly more… pressing.”

“This is a trick,” Fluttershy said.

“Yes, it is, but it’s also completely true! She’s about to figure out how to kill ponies. It’s basically all she lives for - murder, destruction. I would call it boring if she wasn’t so absolute about it. She only stops when there is nothing left… and then she moves on to the next world.”

Discord gawked. “Little Chara?

“Little, tiny, insignificant Chara… the destroyer.” Tzeentch laughed, cutting her connection to them in an instant.

Spike gulped. “C-chara it is.”

“How are we going to find her?” Fluttershy asked.

The Mask chuckled nervously. “We… we’re not going to have to wait very long to figure that one out.”


Chara marched along, a knapsack filled with the most disgusting, dark, evil things she could find within the outer expanses of Pinkie’s mane.

And yet, she couldn’t use any of the artifacts directly. Any murdering from her would be distinctly pointless. While grabbing monsters had always failed to result in any fatalities… it was her theory that otherworldly essences would not bow to that rule.

Still, it couldn’t be her. It needed to be… something worthy.

She looked up, finding herself in front of the doors to Tartarus. She laid a hand on the doors. Behind them lay the worst monsters this world had to offer. Exactly what she needed.

With a demented giggle, she wedged a knife into the crack between the doors. Since they were not a living thing she could damage them as much as she wanted. She forced her immense Determination into the knife and demanded the door open.

There was a sharp crack, but the seals on the door parted just enough to allow her to slip through.

On the other side was Cerberus. She did not have the time or the patience to deal with him, so she produced a giant flyswatter and slapped him across all three faces at once. While he was stunned, she jumped onto his back and produced three bright pink collars, slapping them on his necks. She jumped away before he could even try to eat her, chaining him to one of the larger cages.

“You’ll be the first…” Chara chuckled.

Grinning, she waltzed to the middle of all the dark, ominous cages. Monsters of all kinds turned to her with innumerable evil eyes.

Hungry eyes.

Good. Let them be hungry.

She pulled a cauldron out of her mane and lit a fire under it. She untied the knapsack, dumping the various dark artifacts into the bowl. Screams emanated from the objects as they fell, some full of joy, others full of terror - it didn’t matter. They were uncontrolled, which was what Chara needed.

Flicking her ears, she took out a box of cake mix larger than herself and dumped it into the cauldron. She whisked, stirred, giggled, and added mountains of sugar into the brew over the course of the next few minutes, creating a truly noxious concoction.

Last, she dropped an egg timer into the brew set a few seconds. It dinged.

With a poof the cauldron was gone, replaced with a brilliant blood-red cake that glowed a soft black.

Chara grinned. “Hungry?”

The monsters of Tartarus salivated.

She opened the cage of a red beast with many eyes. “Then feast.

VI - In Wh999999999

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“My turn,” Chara said, grinning with glee as the monsters descended upon the cake, one after another, falling into the inviting crimson flesh that made up the bulk of the sugary delight.

None of the creatures noticed that the ones that went into the cake never came back out. Or, if they did, the smell and taste of the cake was simply too much to resist.

Dozens of the worst monsters of the world were absorbed into the fleshy, shivering mass of an unholy pastry.

When all the beasts she had released were absorbed into the confines of the cake, she decided it was enough. She threw the last ingredient in - a heart made entirely out of metal and clockwork. The cake devoured it - and shot to life. The bottom layer split into eight sections, each one becoming a leg riddled with eyes, bones, and dark fire. The middle contorted into a baker’s dozen tentacles, whipping around in mad, disordered rage. At the top, what might have been considered the creature’s head exploded, revealing an upside-down skull with a ruby in its forehead, floating a short distance from the rest of the body.

Chara was mildly concerned the creature she had just created wouldn't fit out the doors to Tartarus. She could worry about that later, though.

First… a test.

“Here Cerberus…” Chara giggled. “Say hello to your new friend.”

Cerberus, ever the dutiful guard dog, barked at the cake beast.

The crimson monster did not respond in kind. It lifted a tentacle, lacing it with translucent constructs that looked vaguely digital in nature. It stabbed forward with the fury of a thousand knives.

Cerberus never stood a chance.

Chara looked upon the carnage with an impossibly large grin. “You’ll do nicely…”

The beast had a mind of its own, rushing for the door at high speed. Chara appeared in front of the sealed gates just soon enough to ram her knife into the slit and force the doors apart ever-so-slightly.

Just enough to give the beast something to leverage.

The doors to Tartarus swung open, unleashing the confectionary terror that Chara had just created upon the world.

“I think I’m going to call you… Flayer. Come on, let’s go destroy the world together!

Flayer’s only response was to charge forward with reckless abandon, devouring trees and small woodland critters as it moved.

The world wouldn’t know what hit it.

Chara was looking forward to the looks on the little ponies’ faces almost as much as utterly destroying the fabric of existence.


“...I felt that,” Discord said, shivering head to tail.

“Felt what?” Spike asked.

The three of them had realized they hadn’t eaten for a while, so they had stopped at the local hayburger for refueling and planning what to do next.

They had to find Chara, yes, but she was Pinkie Pie and could just bounce anywhere she wanted. They had no way to trace her, tales of her exploits didn’t follow any discernible pattern, and she hadn’t been seen any time in recent memory. Celestia and Luna had sent out feelers, but gotten nothing but stories from shortly after the chaos erupted.

It was as though she had just vanished.

Currently, it was the middle of the night, but none of them wanted to go to sleep. Fluttershy, Discord, and the Mask were fine, though Spike was starting to yawn.

“I asked what you felt,” Spike prodded Discord.

Discord frowned. “I’m not sure. Something that doesn’t belong has come to Equestria.”

“Took you that long for your senses to figure that out?” the Mask laughed.

“No, this is new.”

“Another chaotic person?” Fluttershy asked. “I’m not sure we can handle another one…”

“I don’t know,” Discord furrowed his brow. “But I can take us to it. It was big enough for me to know exactly where it is. Let’s just do a little twist here and ZAPP-O, here we are!”

They appeared right in front of Flayer smashing through the immense forest, devouring trees by stepping on them. Fluttershy could hear the cries of woodland critters panicking… dying… It wasn’t anything she hadn’t heard before, but no predator had caused this much terror since she’d gotten her cutie mark.

Standing on top of the central skull of Flayer was none other than Chara herself, fixing them with a grin that threatened to cut her head in half. “I’m so glad you could make it! Do you like him? His name’s Flayer, and he’s going to tear your world down bit… by… bit!

“Oh yeah?” Spike shouted. “Well, you’re going to have to get through us f-”

Flayer lashed out with a quick tentacle, hitting Spike dead on.

“SPIKE!” Fluttershy wailed, eyes widening in panic at the sight of dragon blood.

Discord didn’t waste a second. He snapped his fingers and dropped an anvil the size of Canterlot Castle on Chara and Flayer.

Chara caught it on the tip of her knife as if it was made of clouds. “Flayer? That snake right there? I bet he’ll be really fun to devour.”

One of the tentacles opened up to reveal a dripping, toothy maw that rushed Discord. He turned the mouth into a daisy but was soon surprised to see that the mouth grew back. He had to teleport away to avoid being bitten in half.

“What gives?”

“I dunno!” Chara admitted. “I just threw whatever I felt like into the concoction, this came out. I bet he’s got all kinds of freaky powers!”

“That’s… that’s stupid!”

“It’s chaotic! And plus, I don’t really care how badly it goes, my end goal is the destruction of everything. I will not rest until this universe is an endless void of darkness! And then I will lie in wait until some other well-meaning chaotic fool thinks helping the poor child out of her misery is a good idea!” She threw her head back and squealed in delight while Flayer created a scythe out of magic rubies and cut at Discord. He did not want to find out if this creature’s power could harm him. “If it makes you feel better, I haven't felt this excited since I destroyed my previous world!”

“How did a kid get so psychotic?” Discord asked, grabbing two of the tentacles with licorice ropes and tearing them off, only for them to grow back.

“Ask the player who thought it was worth killing everyone just to see what happened.”


In his distraction, the monster got hold of him and drove some teeth into his sides. He felt his power start draining away. “Fiddlesticks!” He snapped his fingers, exploding himself like a bomb and reforming behind Chara.

She stabbed him with her knife of Determination. Nothing but immense quantities of ketchup, but for a second he thought he’d been heavily injured.

It was enough for Flayer’s skull to hit him with a dual laser beam, tossing him aside.

“Heh. Lord of Chaos…” Chara giggled. “Now…”

Fluttershy was standing protectively over Spike, wings splayed. “He needs to get to a hospital.”

“I think I’ll destroy the hospitals first!”

“You monster!” Fluttershy shouted. “What is wrong with you?”

“You should ask what’s wrong with humanity. I wouldn’t exist if some poor bloke sitting behind a computer thought it’d be fun for me to exist.” She twirled her knife and pointed it at Fluttershy. “I was made this way. A force to destroy everything I come in contact with. A force of… genocide.

Fluttershy glanced back at Spike - those wounds weren’t good. He’d already passed out, he needed help… The Mask’s first aid kit had only done so much.

“Oh, he’s still alive? Let me fix that for you.” She pulled a chunk of meat out of her mane and tossed it down. “Oh look! Flayer, isn’t that tasty smelling?”

Flayer agreed, lifting a foot to stomp Fluttershy.

“NO!” Fluttershy shouted, holding her wings forward.

Suddenly, there was a magical wand in one of her wings. She gasped. “Mask…”

“You’re welcome,” the Mask said with a wink. “Let’s do this.”

The wand produced an immense glow of white light that consumed Fluttershy and the Mask, the power forcing Flayer to retract its foot.

“What are they playing it?” Chara wondered.

Fluttershy floated into the air, light coalescing around her. Her long mane began to grow even further, extending into two long tassels that fell all the way to her lower hooves. A circlet appeared around her head, glowing with a butterfly gem not unlike that of the Element of Kindness. A white dress that ended with a miniskirt formed around her, ruffling in the wind. The Mask took the form of a masquerade mask, appearing solidly on her face.

She lifted the wand high. “We are Masked Sailor Kindness! And you will not hurt our friends!”

“Anime isn’t real!” Chara shouted.

“It’s as real as you want it to be,” Sailor Kindness responded, pointing the wand at Chara, knocking her off with a beam of light and cute animal spirits. Chara was overwhelmed and fell off Flayer to the ground below.

“DISCORD!” Sailor Kindness shouted. “Get up and deal with Flayer! I’ll take the little psycho!”

Discord quickly put away his popcorn and shook his head. “Uh, right!”

“Protect Spike!”

Discord nodded, barreling into the cake at high speed with a meat cleaver painted with the face of the cat. “I’m going to turn you into a hairball.”

Flayer created a disgusting mess of tangled thorns and blood, belching it out in Discord’s direction.

“On second thought, scratch the hairball. Egh…

Sailor Kindness barreled into Chara at high speed, shooting her a cocky smirk. “What are you going to do now? Separated from your precious cake monster you can’t hurt anypony!”

“Oh, I can hurt…” Chara pulled out her knife, scowling. “Killing, though… that’s a problem.”

“So bring it,” Sailor Kindness said, playing with a paddleball in her free wing. “I’ve got time, I can wait for you to find a workaround.”

Chara charged, bringing her knife down right between Sailor Kindness’ eyes. Ketchup poured down from the blade’s hilt into the pegasus’ mouth.

“Huh. This is some pretty substandard ketchup. Did you just get it from the local hayburger?”

“SHUT UP!” Chara whined, punching her in the face. Sailor Kindness twirled back, performed a loop-de-loop, and bucked Chara in the face.

“You’re not actually very good at fighting, are you?”

“I deal maximum damage…” Chara breathed.

“Zero, right?”

“As much as is needed!” She screeched, driving the knife into Sailor Kindness once again.

“...At this rate I’ll be a red pegasus.”

I wonder if red would be a good look on me… Fluttershy wondered.

You could rock it, your figure’s great! the Mask offered.

I think I’ll try i-

This internal monologue was cut short when Chara kicked Sailor Kindness in the stomach, knocking her to the ground. “Pain is as good a motivator as any…”

Sailor Kindness sprung back up like a pop-up book. “What pain?”

“Why did you have to be the Mask!?” Chara shouted, swinging her knife wild.

Sailor Kindness’s head popped right off.

Chara stared in disbelief. “I… I did it…”

“Yep, you sure did it,” Sailor Kindness sighed. “Now look.”

Chara looked down at the still-speaking head. “Wh-”

“Not at me, the rest of me.”

Chara glanced in bewilderment at the headless pegasus running… neck-stump first into a tree.

“Hey! Keep the wound clean or it’ll get infected!” Sailor Kindness shouted at her mindless body. “Uuuugh…”

“...Why do you mock me so?” Chara asked, her eyes lighting up with the fires of rage.

“To get you angry?”

“Mission accomplished.” She punted Sailor Kindness’s head like a football, only for it to land square on her body.

“Oh, thanks! Looks like you can heal just fine!”

“AAAAAAAAAAAA!” Chara screamed.


Spike regained consciousness to the sight of Discord fighting a cake monster with chopsticks the size of Manehattan skyscrapers. It was an incredible sight that Spike didn’t care much for at the moment. The pain in his arm was killing him.

I really hope that’s just an exaggeration of the situation, Spike thought, turning to look at his arm.

He decided it might not be an exaggeration. But Discord was clearly occupied and he had no idea where Fluttershy was…

He definitely couldn’t move very far like this.

I have to do something. I have to do something…

With his working hand, he pulled out a piece of paper. He could send one message… only a short one, and one that had to be easy to understand.


He coughed up a burst of fire, consuming the letter and sending it off to the princesses…

A loose attack of cheese whiz covered him.


“Much of the city has burned to ash,” Celestia said, furrowing her brow as she examined the report that had just come in. “There were fewer casualties than you might expect, but there were still some.”

“The Joker is no more, Celestia,” Luna said. “He has paid for his crimes.”

“Somehow, I doubt that…” Celestia shook her head. “Regardless, we need to give a message to the ponies in the morn-”

A letter appeared in front of her, hastily scrawled and not even rolled up correctly.


“Is that… dragon blood?” Luna asked.

Celestia grimaced. “It appears so…”

“We need to go assist them!”

“Yes.” Celestia set the letter down. “But we must secure the aid of the Treehouse before.”

“Spike could be-”

“He wrote this message. We will do what he asks.” Celestia grimaced.

The two sisters teleported to their old castle. In the night, they could almost forget how worn down the place was, despite the recent addition of the Treehouse. It sparkled in the cold night air, the only source of light besides the stars themselves.

The sisters took a step forward - and rammed headfirst into a magical barrier.

“What in the name of the Stars?” Luna wondered aloud, eyes widening. “A barrier?”

“PRINCESSES!” Silverstream shouted, running out of the Treehouse as fast as she could. “Oh thank you thank you we were getting so panicked!”


“We’re trapped!” Silverstream wailed, placing her talons on the invisible barrier. “We don’t know when it happened but this barrier went up around the Treehouse with us still in it!”

Luna fired a beam of magic at the barrier to no effect. “...We do not have time for this, I am sorry. Sister, the Treehouse can be of no assistance in this state. We must do what we can on our own.”

Celestia nodded. “I am sorry Silverstream. We will get you out as soon as we are able, but right now Spike is in danger.”

“Oh no! Go, go help him! W-we’ll be fine in here!”

Celestia nodded, resting a hoof on the barrier. “Tzeentch… it did this. It is planning something, Luna.”


“I don’t know. And that worries me tremendously.”

Luna lit her horn and teleported them to the easily detectable form of Discord. The two met his trademarked Beam of Cats™ attack with beams of Dark and Light.

The monstrous cake barely noticed their additions, still focusing all its attention on Discord.

“This thing never runs out of juice!” Discord shouted, switching to a rocket launcher that fired oranges. “But neither do I.”

Flayer lashed out his tentacles, coming in direct contact with a chaotic barrier.

“What is this fiend?” Luna asked, firing missiles.

“Some beast Chara cooked up to destroy Equestria or something,” Discord explained dismissively.

“It will be allowed no quarter…” Celestia declared.

Discord hit it with a giant quarter. “Oh, wait, you don’t know what a quarter is… the joke’s lost on you.”

“Am I correct in assuming it is that large coin?”


Celestia smirked. “Never change, Discord.”

“I thought we wanted him to change?” Luna asked.

“Don’t split hairs over this,” Discord said. He pulled out a pair of scissors and cut off some more tentacles, only for more to grow in place once again. “I’ve got nothing. This beast just keeps recharging itself!”

“Then go for the source of its power!” Luna declared.

“I can’t go focus on Chara! This thing will eat Spike or go destroy the closest town or something!”

“Then we need to switch!” Sailor Kindness said, appearing in the midst of them. “Take her - we’ll hold off the cake beast until you remove Chara from Pinkie Pie! No quesitons, do it!”

Discord grimaced, but went ahead and teleported away.

He grabbed Chara instantly.

Flayer laid its tentacles on the Princesses faster. Their shields were worthless against the otherworldly operations of its dark magics. Sharp blades emerged from the rappings, driving themselves into the Princesses.

it threw the two of them into the ground, raising a foot to stomp on them. Soon, they would be just another part of the mass.

“Not today…” Sailor Kindness declared, pushing the caked foot back with a burst of light. “You answer to me! You will n-”

A tentacle hit her directly across the chest. It was difficult to tell exactly where the wound was given how covered she was in ketchup, but she knew that injury had been real. She trembled in place, trying to hold on to her power.

The wand exploded in a shower of light, pushing Flayer’s limbs back a few feet. Fluttershy and the Mask were back, breathing heavily without any aura of power.

“Nice knowin’ ya, kid…” the Mask wheezed.

“We… can’t… not now!” Fluttershy Stared at Flayer’s skull.

Flayer paused in shock. What was she doing? Why did it feel afraid? Should it squash her or run away? It didn’t know.

It would never know, because at that moment Discord finally grabbed hold of Chara.

“Let me go!” Chara hissed.

“Okay,” Discord said, pressing a finger to her head.

“No… no! I’m not going back! I will destroy this w-”

She was gone, leaving only Pinkie Pie left.

The magic that had been infused into Flayer weakened. It had no Determination with which to hold itself together anymore, nothing that gave it a reason to keep killing and devouring. The black fires went out and the meaty monstrosity crumpled to the ground, filling a small valley with a mixture of disgusting and delectable pastries.

Under normal conditions Discord would have done some bragging and mocking of the caked monstrosity: but these weren't normal conditions.

He had actual injured.

He teleported to them, healing Fluttershy first, then the Princesses. It took him a little while to find Spike, but the moment the little dragon was pulled out of the cheese he was good as new. “There. Everyone’s fine.” He created a recliner and slumped into it, exhausted. “I never want to do that again…”

Fluttershy rushed him into a hug, getting ketchup all over him. “I… I hope so too…”

“You may have to,” Celestia said, frowning. “Tzeentch is still out there. And it laid a barrier spell around the Treehouse. It has a plan.”

“A plan? What kind of plan?” Spike asked.

“The worst kind of plan…” the Mask declared, narrowing her eyes. “A plan we know nothing about.”

VII - "Exactly as Planned"

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When the chaos was first unleashed, Tzeentch teleported away.

What was her destination?

The Treehouse of Harmony, currently occupied by six oblivious students.

“Now now, you wouldn’t want them to panic, would you?” Tzeentch cooed. “It’s not like they or you will be able to do anything about this…” She lit her horn and spread her wings, feeling the surge of the world’s magic coming from every angle. Just a little bit of Chaos and she could do just about anything…

An invisible barrier surrounded the Treehouse, separating it and its Harmonious energy from the rest of Equestria. No matter how chaotic things got, this tree would not interfere as long as Tzeentch held sway over the barrier.

She could keep control for as long as she was in the universe.

She planned on sticking around for a while.

Raising her wings high, she bid the Treehouse goodbye. “Enjoy your confinement. Probably a new experience for you, isn’t it? Maybe you should learn to be content no matter where you are, I hear that’s a pretty major portent of Harmony, hmmmmm?”

The Treehouse did not respond. Not that it couldn’t, it just didn’t want to give Tzeentch the time of day.

“I don’t know why I’m even bothering you. A merely planetary presence. As if you have any bearing on the true scope of the Cosmos!”

The Tree reminded her how insignificant she was amongst the entirety of the multiverse with a simple glimmer.

Tzeentch frowned. “Also true. You and I could have quite the game of back and forth… but I must make myself scarce. But don’t you worry your little branches, I’ll be watching.”

She took off into the sky, flying directly upward. Upon enchanting herself with a speed boost, she went far above the clouds, breezing through the atmosphere as a small lavender light easily shrouded by the light of the sun itself.

She stopped only when she was high enough to be considered in orbit. Turning around, she looked down upon the blue orb swirling with wisps of clouds.

So fragile… it was a strong irony that a simple planet so insignificant as this would be so monumental to Tzeentch’s plans.

She cast a spell, sending a network of purple magic sparks into orbit around the planet so Tzeentch could keep tabs on what was happening in the world. Now, she could be aware from anywhere she wanted…

The next part of the plan was to get as far away as possible. The primitive ponies of this world had not yet perfected the art of moving faster than light through magical means, but Tzeentch knew it so well such a thing was child’s play to her. With a demented chuckle she surrounded herself in a warp bubble and zapped away from the world of Equis, light-years away in a matter of seconds.

As she fled, she watched the antics of the other five of his number - little more than distractions, in the long run.

The Mask had been an expected casualty. No matter who she’d given the Mask to, the Mask would have taken on their attributes and become a thorn in the side of all the others. So Tzeentch had ensured the Mask ended up not only in the pony physically weakest, but also the pony Discord had a direct connection to. If there had been another in Fluttershy, Discord could have gotten the Mask as an ally and released Fluttershy’s mind almost all at once.

Tzeentch was always disappointed in Beetlejuice. She’d placed him inside Applejack as a sort of joke, she supposed. Not able to do anything interesting, forced to understand the monotony of the living. Getting chased out of the Castle of the Two Sisters by ghosts was just a bonus. Still, he hadn’t lasted hardly any time at all.

High hopes had been placed in Bill Cipher - infect the dreamscape and make it nearly impossible to remove him from Equestria. But he too had fallen too quickly, bitten by his own hubris in the end. If he had only planned a little better.

The Joker had been Tzeentch’s prize, the one she had bothered to help and provide assistance to. He was to create a criminal empire that could not be traced and would keep Equestria reeling for days. Perhaps weeks, if it had been done correctly. Overkill, but definitely worth it. The only problem? The Joker, smart as he was, had been obsessed with the idea of ‘the way things are supposed to go’. A fool. Annoyingly the best out of all of them.

Chara only survived so long due to being in Pinkie. Maybe putting Joker in Pinkie would have been more effective. As delightful as it was to see her push Discord’s gang within an inch of their lives, she could have done much better. Though Tzeentch supposed she didn’t really want the world destroyed, at least not with her still in it. Tzeentch had only drawn the group’s focus onto Chara because she needed time.

Now, she was the only one left. It wouldn’t take that long for them to trace her through the shield around the Treehouse.

She was very interested to see how exactly they planned to get to her. How many light-years away was she now? A thousand? Whatever it was, it was a lot.

Even without any other distractions getting to Tzeentch wasn’t going to be easy.

“The game begins anew…”


“We found out where Tzeentch is,” Luna said, Celestia and Discord at her sides.

Spike, Fluttershy, and the Mask yawned. They had just been woken up from their slumber, a sleep they had been ordered to take by Luna. They hadn’t gotten much - only three hours or so - and it was still night. But they were ready.

“Where?” Spike asked.

“...Deep space,” Luna said, frowning. She lit her horn and brought up an image of Equis with the sun and the moon orbiting it. She zoomed out far, until the sun was just another speck of light in a large field of stars. “It left Equis almost immediately after arriving, and has been getting further and further away at an alarming rate.”

“That’s not an issue, right?” Fluttershy turned to Discord. “We contacted Rigel easily.”

“Rigel’s here,” Discord said, pointing to less than a third of the way to Tzeentch. “That took a lot of power. Physically going there? HA! I’m running a tad low due to all the chaos I’ve been fighting today. I get power from chaos, it’s a little draining to keep getting rid of it all the time.”

“What are we going to do?” Fluttershy asked.

“This can’t be it!” the Mask declared, smashing her hoof on the table. “Let’s combine our chaos and get there!”

“And promptly be beaten by Twilight’s mastery of the arcane,” Celestia warned. “Tzeentch may be in a body weaker than it is usually used to, but that body is Twilight. If you waste all of your energy getting to Tzeentch, it can just blow you out of the sky.”

“That’s… a big problem,” Spike admitted.

“I take it the solution is behind the mysterious door?” the Mask asked, pointing to a large metal door that Celestia and Luna were standing in front of.

Celestia nodded. “What you are about to see is… highly classified. Not because it’s dangerous, but because we don’t want ponies trying to steal the work and use it for themselves. So keep this quiet afterward.”

“Lips are zipped!” the Mask declared, turning her lips into a zipper.

“MMMMMM!” Fluttershy screeched.

The Mask unzipped her mouth. “Oop, sorry!”

Spike nodded. “Secret’s safe with me!” He glanced at Discord.

“I already know what’s in there,” Discord chuckled. “Haven’t told anypony. Yet.”

Celestia sighed. “Might as well get this over with.” She touched the doors with her magic. They recognized her and slid open. “Say hello to Starswirl’s latest project, the Comet.”

Sitting in the middle of a large, cylindrical room was an egg-shaped object with a seat in it and six protruding fins on the back. The front was imprinted with Starswirl’s cutie mark while the sides had generic star designs.

Spike’s jaw dropped. “Is that…”

“SPACESHIP!” the Mask shouted, suddenly wearing a blue, tarnished space helmet. “SPACESHIP!”

“Yes, it’s a spaceship,” Celestia chuckled. “Not the first, either. There have already been a few test flights to the moon.”

“That I never got to ride,” Luna huffed.

“Luna, the seats are designed for a pony of normal stature. Maybe once he perfects the design he can make you one. It’s not like he’s able to ride them either.”

“It truly is a travesty that I was born tall,” Starswirl said, walking into the room. “Behold, the Comet, my current magnum opus.”

“...Current?” Spike said, raising an eyebrow. “Isn’t a magnum opus the thing there’s supposed to only be one of?”

“Yes, of course,” Starswirl chuckled. “She is beautiful nonetheless. Now, I hear we are possibly pressed for time, so I shan’t prattle on. She is one-occupant only, normal pony-sized.” He pointed at Fluttershy and the Mask. “That means you two. Apologies, Spike, there simply isn’t room to have you onboard safely.”

“Problem, oh great wise wizard,” Discord said, jingling one of Starswirl’s bells. “I’m the one with the power to remove them. If I can’t go, there’s no point in sending the two of them.”

“Starlight assures me you know how to discorporeate yourself,” Starswirl said. “You will possess her spacesuit.”

Discord stared blankly at him. “...I can’t believe I didn’t think of doing that with a catapult years ago…”

“Lack of creativity~!” the Mask trilled.

“So, literally everyone but me is going?” Spike asked. “...Great.”

“We’re not going,” Celestia pointed out.

“You rarely go on anything.”


“Can’t you make me small or something? I’ll fit in a pocket!”

“Cannot guarantee your safety at an altered density,” Starswirl said. “The G-forces would do unpredictable things to a creature under false size constraints.”

Spike sighed, turning to Fluttershy. “...Get Twilight back.”

“We will.” Fluttershy saluted, a sailor cap suddenly on her head. “The Stars themselves won’t stop us!”

“Speaking of…” Starswirl dumped a suit on the ground. “You need to get in this. You’re lucky we’ve already made a pegasus model, there were only earth ponies and unicorns at the conception of the project, harder to make wing sleeves and all that.”

Fluttershy prodded the gray six-limbed suit. “Is it… safe?”


The Mask pulled a clipboard out of nowhere. “Lessee here it’s had a grand total of… one successful test.”

“That was the only needed test,” Starswirl humphed. “None of the other suites have experienced any problems, and this is based on that design!”

“Hmm…” Fluttershy found the zipper along the suit’s front and pulled it back, revealing a lightly padded interior. She stuck her hooves and wings in, before pulling the zipper back up. “Feels a little… baggy.”

“That’s because it hasn’t been fitted yet,” Starswirl said. He lit his horn and the suit jerked, tightly molding to Fluttershy’s body.

“Augh! That’s… that’s tight!” she glanced at her rear, where her tail had been flattened down into a coiled stump. “My tail…”

“It has to be tight, don’t want any excess air getting stuck down there. You’ll find that we can straighten your tail without a problem upon returning home. The mane, though, that will have to be tied up in the helmet.”

Fluttershy nodded. She stretched her wings to tie her mane up in a bun, but she froze when she saw how alien they looked. The gray suit had fitted to her form almost perfectly, but it was smooth, not feathery. It turned out she could still grab things with them, but it was significantly more difficult to do so with any coordination.

Discord, tiring of seeing her pain, snapped his fingers to arrange her mane into a bun. “Ah! Thanks!”

“I could have just done that,” the Mask grumbled.

“No. Wardrobe. Changes,” Starswirl demanded, getting in the Mask’s face. “I don’t want any catastrophic spacesuit failure.”

“...What about hats?”

“Hats are fine so long as you don’t breach the suit. Speaking of…” Starswirl picked up the helmet and slapped it on Fluttershy’s head. “There you go. Internal enchantments should start regulating air. In space, you’ll be wearing tanks, though those would be a bit heavy to carry down here in standard gravity... “

Fluttershy nodded. “What else do I need to know?”

“Never take off the suit, never take off the suit, never take off the suit.”

Fluttershy raised an eyebrow.

“And in more practical terms, don’t put yourself in dangerous situations; the suit may be heavily enchanted but it’s not impervious to attack. A single breach can spell death up there where there’s no air. Remember to watch your oxygen, and remember that while your wings do work in airless environments you’re not going to be able to fly well due to the lack of gravity. Got it?”

“Got it.”

“There’s a million more things I want to tell you but we’re pressed for time.” Starswirl scratched his beard. “Discord, the helmet is a great entrance point for possession.”

Discord folded his arms. “Won’t be able to talk through that thing… It’s just glass.”

“You’ll be able to see just fine,” Starswirl waved dismissively.

“What’s the matter?” the Mask asked. “Afraid of not being able to talk?”

Discord growled. “No…”

“Then possess the helmet!” She produced a neon arrow and pointed her head. “HMMMMM?”

Discord frowned. A blue, spiritual manifestation of himself popped out of his body, leaving an empty sack of flesh behind that flopped to the ground like a limp noodle.

“Egheheh…” Spike shivered, looking at the discarded body in disgust.

“Alas, poor skin, I barely knew ye!” Discord transformed his body into a flower pot and gave it to Spike. “Look after me, would you?”


“I’ll take that as a yes! Goodbye everyone, see you through the glass!” He blew a kiss to the wind and popped into the helmet, vanishing from sight.

Celestia rolled her eyes, gently leading Fluttershy to the Comet. “You’ll be the first pony this far from Equis, Fluttershy.”

“Twilight’s further,” Fluttershy pointed out.

“I’m not considering that thing a pony. It stole Twilight from us. Get her back.”

“We will.” She jumped into the Comet’s cockpit, leaning back in the padded seat. Seatbelts automatically locked around her, keeping her secure.

“There are too many buttons to explain,” Starswirl said, pointing at the readout. “Luckily, you only need to know ‘emergency stop’ ‘return home’ and ‘toggle map’. I’ve already programmed it to follow Tzeentch.”

Fluttershy gazed at the dash covered in hundreds of buttons. “...And the rest of these buttons?”

“For somepony who has more time than we do.” Starswirl reached up to the windshield. “I’m going to close you in, now. You won’t be able to hear us. There’s going to be a few teleports and an explosive lurch. You might pass out. That’s normal.”


“I’ll keep her awake!” the Mask assured him.

“If you think you can.” Starswirl smiled. “Good luck, Fluttershy.”

“Bring her home,” Luna added.

Fluttershy nodded. “Let’s do this.” She put some sunglasses on the outside of her helmet.

Starswirl swiped the sunglasses away and closed the cockpit.

“Hey!” the Mask shouted. “Those were cool! Come o-”

The Comet teleported three times. The first time it made it to the cloud layer. The second time it was so far up the sky was empty. The third deposited them high enough to see the curvature of Equis.

Then the main engine kicked on. The magical crystals in the back forced every piece of thaumic energy they could get their hands on out, accelerating the ship into the stars. While Starswirl had definitely figured out the Faster Than Light spells, he had not figured out how to remove the impact of acceleration completely quite yet, so Fluttershy felt like an anvil had fallen on her.

“Must… stay… awake…” the Mask grunted.

They promptly passed out.

When Fluttershy came too she still felt the weight of something on her chest since the Comet was still accelerating, but it wasn’t as bad as it had been. She saw stars whipping past them as little streaks of light.

“You know, I don’t think that’s how this would look, realistically,” the Mask observed.

“I don’t need to hear about the ‘real world’ right now,” Fluttershy muttered, trying to rub her head, annoyed to find a helmet in the way. “Hooo… well, we made it.” She toggled the map. It showed that they were barely a tenth of the way to Tzeentch. “...This is going to take a while.”

“He’s still moving, too. We’re faster than him though, we’ll grab him in no time!”


There was silence in the cockpit.

“...Know any good jokes?” the Mask asked.

“None that you don’t already know.”

“Oh. Disappointing.”


They had a spaceship.

They had a spaceship.

They had a SPACESHIP!

A spaceship with excessive FTL capability at that!

A ship that Tzeentch had already lost track of because it sped away from her planetary sensors before she had any idea what was going on.

Tzeentch was furious. A variable she didn’t account for. A variable she couldn’t have accounted for, as far as she knew. She had checked for evidence of a space program and found none. None at all! This shouldn’t have been possible! This…

Was just a minor setback she would deal with. She had lost track of the ship and didn’t know for sure how fast it was going, but it had to be going fast enough or they wouldn’t have launched it.

Tzeentch shifted her flight path into a large, purple nebula and took up residence among the shifting clouds. She created a throne for herself, sat down, and waited.

She would be ready when they arrived. With any luck, it would be timed perfectly.


The Comet stopped itself about a football field away from Tzeentch. Fluttershy could see her, sitting on a throne, sipping what appeared to be a cup of tea.

“You have arrived,” Tzeentch observed. “Right on schedule.”

“You had no idea how fast we were going!” the Mask blurted.

“That was not the schedule I was referring too.”

“How are we talking through space…?” Fluttershy wondered.

“Chaos,” Discord said, popping his spirit out of Fluttershy’s helmet and leaving the Comet. He crossed his arms. “You used me, Z.”

“I use everyone,” Tzeentch admitted. “All of them were placed where they were for a reason. Sometimes for my own amusement, admittedly, but usually so they would be effective.”

“Your buddies weren’t effective enough to keep you safe.”

“They were… effective enough for my purposes.”

Discord pointed a finger at her. “Not anymore. You are going back where you came from.”

“A fight would be inadvisable, Discord. Don’t misunderstand me - you would be victorious. But we are in space and spacesuits are fragile.” She pointed a hoof at Fluttershy and the Mask. “I wonder if the Mask lets her survive in space?”

“How else are we going to do this?” Discord asked.

“A game!” Tzeentch said, grinning. “There will be no need for reckless fighting or gratuitous space combat. A game…”

“What game?”

“Paradox-BIlliards-Vostroyan-Roulette-Fourth-DImensional-Hypercube-Chess-Strip Poker!”

Discord blinked. “What?”

The Mask facehooved. “Oh, not this stupid thing…”

“The game is complex, yet simple!” Tzeentch declared, summoning a deck of cards to your hoof. “We battle with the power of our respective decks for supremacy!”

“This is a children’s card game!” the Mask hissed. “The name is a lie!”

“Perhaps you would like to play…? I do remember you being quite the opponent when you had that mob boss possessed.”

“You were good?” Fluttershy asked the Mask.

“I… well, er, uh…”

“I trounced him. It was amusing watching him make mistakes I didn’t even know were possible.”

“What are the terms of the game?” Discord asked.

“Quite simple, really.” Tzeentch cackled. “You win, I return to my realm, no questions asked. I win, I keep Twilight forever.” She cocked her head sideways. “Or, those would be the terms, if I needed you to play a game anymore. Time’s up, Discord, I win! I stayed away from your clutches for thirteen hours, thirteen minutes, thirteen seconds. Twilight’s been in my world long enough to do what she needs to do.”

Discord blinked. “...What?

“I’m saying I won. You know? ‘Exactly as planned?’ Did everything I came to do. I’ll just go home myself now and you can have your Twilight back. I don’t need you anymore. “

“What did you do?” Fluttershy demanded.

“I am a chaos god, mortal. I am nearly all-knowing and all-powerful. But, unfortunately, there are occasionally these annoying paragons of light that waltz around, purging my demons with annoying ease. But my essence is pure Chaos, I am unable to combat them, or even change my essence to be harder to consume… until now! While we’ve been here, hiding out and making your lives miserable, the ponies we swapped with have been in our bodies. For most the others that’s as dull as a rock - literally, in Bill’s case. But for me… poor little Twilight finds herself in the body of a god of madness, change, magic, and corruption.”

Tzeentch let out another cackle. “And she was the only one with a mind strong enough to adapt! It probably took her, oh, all of an hour to figure out that I was ‘evil’ and was plunging the galaxy into war. I fully expect she’s trying to become a ‘beacon of hope’ for the galaxy right now, infusing my essence with just the slightest amount of Harmony amongst Chaos. And with that Harmony… I will be stronger than ever. My universe will bow to me.”

She leaned in, waggling her eyebrows. “Enjoy your lives knowing you gave an entire universe over to me. Have a nice day.”

Discord grabbed Tzeentch’s essence as she - no it now - left Twilight, traveling back to its realm of Chaos.

The transition wasn’t all that jarring for Discord, just a rush to a world where madness abounded, nothing had physical form, and everything was dependant on emotions. A world of spirits gone horribly, horribly awry, twisted in the monstrous desires of the races of the galaxy.

And yet, here was Tzeentch, Lord of Change, master of magic… with a small spark of Harmony within him, a tool it could use to subjugate the galaxy even more effectively.

“You followed?” Tzeentch laughed - its form indeterminate, impossible to comprehend at any one angle. “Now you will see the fruits of your labor! These poor saps believe I have changed…”

“Twilight would have foreseen that and told them.”

“But they won’t know immediately. And they will suffer for th-”

Discord pointed his finger at him. “Anti-Rainbow Death Laser.”

A beam of brown energy coalesced into a disgusting ‘rainbow’ not unlike that the Elements of Harmony would produce. The Rainbow of Darkness washed over Tzeentch…

...and purged it of its Harmony.


“I’m the inverse of Harmony. Chaos. I just increased the amount of Chaos in the world. Corrupted you.” Discord grinned. “Looks like that entire plan of yours was pointless.”

Tzeentch grabbed Discord in its immense magic, oppressive from all sides. “I WILL PURGE YOU FROM MEMORY YOU HORRIBLE EXCUSE FOR A CHAOS GOD! UNDERSTAND A SLOW DEATH, DISCORD!”

“How about no?”

The Mask was floating right next to Discord, grinning wildly - without Fluttershy.


“Followed the mental connection!” the Mask said, chuckling - removing Discord from Tzeentch’s grasp with a fold of space. “I’m still connected to you, you know. And guess what? I’m still connected to Fluttershy! Goodbye!

The Mask yanked Discord out of Tzeentch’s universe, leaving Tzeentch alone in the Realm of Chaos.

Tzeentch’s essence twitched.

If it wasn’t so busy with this universe it would go and lay waste to those pathetic magical ponies…

But no. One galaxy was enough.

Instead, it did the only thing it could think of doing right now.

It screamed so loud the hair on the back of every neck in the galaxy stood on end.


“Discord!” Fluttershy cried, excited when she saw his spirit re-appear. She rushed him, wrapping him in her hooves and pressing her face to his.

Or, well, trying. She floated right through the spirit and ended up adrift in space. “Uh… help!?”

The Mask laughed - with Fluttershy’s voice. “I’ve got nothin’! Put all my energy in severing the Big Z’s connection.”

“Well I’m full of energy, I was just in a real made of nothing but Chaos and didn’t sever any connections!” Discord grinned. “...Wait, was I there, or was my mind there?”

“I don’t think it matters,” the Mask admitted. “You are just a spirit right now.”

“Oh yeah…”

Fluttershy gasped. “Twilight!”

Discord’s head whipped over to Twilight’s body - which had been unconscious in space without a spacesuit for about a solid minute. He quickly encased her in a bubble of chaos and undid all the disgusting damage the vacuum of space had done on her body. “She… she’s fine. You can survive two minutes in the vacuum of space.”

“...Okay…” Fluttershy let out a breath of relief. “Let’s go home.”

“Uh, how?” the Mask asked. “We don’t have a chair for Twilight.”

Discord and Fluttershy stared at each other in shock.

“STARSWIRL!” Discord yelled at the top of his lungs.

VIII - In Which Most Everything Goes Back to Normal

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Twilight, Rarity, Rainbow Dash, Pinkie, and Applejack all sat in their respective thrones, staring blankly at Fluttershy and the Mask.

“...It’s a little rude to stare,” Fluttershy said. “We haven’t figured out how to remove the Mask without making her go dormant, and I wouldn’t wish that on anyone, remember?”

“Oh, dear, we understand that,” Rarity said. “It’s just…”

“Why in Celestia’s name are you red?” Rainbow asked.

“Oh.” Fluttershy examined her recently-dyed coat. “I just decided I liked the color.” She pulled a dress out of her mane and slipped it on. “Do you think it works?”

Pinkie giggled. “That’s amazing Fluttershy! You’re really getting the hang of it!”

“Thank you!”

“Thank me!” the Mask interjected.

“Shush,” Fluttershy booped herself on the nose. “You agreed to give us some privacy?”



Fine,” the Mask muttered, letting Fluttershy do what she wanted.

“Thank you.” She ruffled her feathers. “So… I think we all know what we’re here for today. Time to tell you exactly what they did with your bodies…”


“...And then the Mask and I were sent back alone while Discord took the slow boat home with his own magic. Starswirl will be finding rubber ducks in random creepy places for the next year for forgetting about bringing you back, Twilight.”

Her five friends stared at her with a glorious mixture of expressions. Applejack looked disgusted, Pinkie was holding back giggles, Rarity was confused, Rainbow couldn’t decide if she wanted to shout ‘so cool’ or ‘that’s messed up’, and Twilight…

“...I was in space and I didn’t even get to see it…” Twilight whined.

“At least you weren’t some perverse varmint,” Applejack shuddered. “He didn’t… do anything, did he?”

“Not as far as we know,” Fluttershy said.

“That’s… pleasant.

“I don’t know if I should feel insulted that Bill just abandoned me for ‘better’ puppets…” Rarity mused.

“Chara had soooo many problems!” Pinkie giggled. “You got her sooooo mad! Hilarious!”

“Should I go, like, check to see if I still have a criminal empire or something?” Rainbow asked.

“Celestia took care of them,” Fluttershy said. “They… won’t be a problem anymore.”


“You and the Mask are so amazing!” Pinkie said. “We can have so much fun together! Ooooh! I can finally play hide and seek and not have to pretend I can’t find ponies!”

“You were just pretending!?” Rarity screeched.


I waited in that cupboard six hours, Pinkie!”

Pinkie smiled nervously. “Eheheh… sorry?”

“You can find anypony?” Rainbow huffed. “We’ll be testing this later.”

“Okay. But first? I think I need to go play a game with Discord.” Pinkie turned to Fluttershy. “You coming?”

Fluttershy nodded. “Yes. Both of us are. You girls don’t mind, right?”

The four of them shook their heads. With a hop, skip, and a jump. Pinkie and Fluttershy were gone.

Rarity let out a breath. “Well. I do hope she gets that Mask off her face, eventually.”

“Starswirl will figure something out,” Twilight assured her. “He always does.”

“Hmm…” Rarity sat back in her chair. “Well, did anypony have a good vacation? I was a rock the entire time.”

“Sat in a room,” Applejack said. “Got so bored Ah fell asleep.”

“I went on an amazing adventure with this guy called Batman!” Rainbow said, slamming her hooves on the table. “We fought crime, plotted Joker’s downfall, and kicked some serious flank! He was awesome.”

Twilight looked into the distance. “I tried to re-engineer a galaxy plagued by war…”


“...FRIENDSHIP IS MAGIC?” the God-Emperor of Mankind said through his text-to-speech device.

“Yes!” Twilight said - having taken the form of her alicorn self since Tzeentch could appear as anything. “It works really well in my universe, you could stand to try it out.”


“Friendship would go a long way toward fixing that! Fixing your magic field too, the entire thing’s terrible.”


“Which is to say you’re sticking with your original plan and putting this at, oh, plan R or S or something.”


Twilight shrugged. “I tried! Guess I'll go back to giving all Tzeentch sorcerers dreams of peace...”


“No doubt.”


“No! Gumdrop ants! You march one by one!” Pinkie whined, yelling at her pink ants. “Not in a sine wave! Bad ants!”

In the distance, Discord and Fluttershy watched her, their own brown and yellow ants moving around the two of them in circles.

“...I really didn’t need to go hunting,” Discord mused. “I had all the friends I needed right here. Could have just been patient.”

Twilight smiled knowingly at him. “Discord, admitting he was wrong humbly? What is the world coming to?”

“Not chaos, both fortunately and otherwise.”

Fluttershy giggled, leaning in to him. “At least you got two new chaos friends.”


Fluttershy smirked, pulling a fishing pole out of her mane without any prompting, grabbing hold of Pinkie’s tail. Pinkie yelled in surprise as she was yanked to Fluttershy and her poofy tail was given a little rabbit hood.

“Two,” Fluttershy giggled. “I just needed the right push, I guess.” She flew into the air and threw firecracker sparks around.

Pinkie gasped. “Oh, so all you have to do to understand chaos is to get your mind half taken over by a Mask? SWEET! I’m doubly chaotic now, right?”

The Mask popped out of Pinkie’s face, giggling. “WE ARE ALL THE SUGAR!”


Pinkie and Fluttershy each pulled a cymbal out of their manes and clashed them together in time. They quickly devolved into giggles and hugs.

Discord grinned. He supposed he had made plenty of chaotic friends.


Chara opened her eyes, expecting to see the darkness of her home universe greet her.

She did not see that. Instead, she saw a carnival where absolute emptiness should have been. A very Pink carnival spread all around her.

“No…” she said, standing up. “No…”

“Hi, welcome to Partyland!” Pinkie said, walking up to her. “We’re here to turn that frown upside-down!”

Chara drove her knife into Pinkie and completely obliterated her. There was no blood, there was no dust, just… a lot of candy. Like a pinata.


“Oh, well, Pinkie-one knew you had a lot of power in your home universe!” another Pinkie said.

“So she made us unkillable!” another Pinkie declared, whooping.

“We’re all pinatas and stuffed animals! Nothing fleshy here!”

“So we can give you a party from now until the end of your days!”

“Which won’t be for a long time since you don’t seem to age!”

“Might as well be a Pinkie Party for eternity!”

“No… no, I destroyed this world! I turned it to dust! I killed them all!

The Pinkies grabbed her. “Yep! And this is your reward!”

“No! Stop! How is this possible? I couldn’t Save over there, you can’t pull stuff out of nowhere here! You couldn’t have made this! How!?”

The Pinkies giggled.

“Because it’s funny that we were able to, duh.”

“You should have tried making it funny to kill someone. That would have actually worked!”

“It would have had to be more funny than failing to kill at all opportunities…”

“Oooh, yeah, would have been a hard one. But it could be done!”

“You just didn’t try hard enough.”

Chara let out a shout of rage, Reloading reality to when she first woke up.

The Pinkies were already there.

“You might be able to reset us…”

“...But we’ll always remember!