Right next door to the Cereal Convention!
Far, far from Equestrian civilization, past the bubbling bires of Bad Guy Bog, between the Twin Trees of Torment (With a Tendency to Tattletale), and under the spot in the sky most commonly visited by Blood Moons, whereupon all dark leylines converge at a single locale, there is a cute yellow pony.
Naturally, this pony went completely unbothered by the local kooks and beasties, because when something that innocent wanders somewhere this depraved, it could only be a trap with which an unseen, larger animal rends and feeds.
However, this one pony just so happened to buck that particular trend. She was completely and truly harmless as a frog.
As it happens, this pony is not visiting such a vile locale to rend and feed, but rather for a much more benign purpose.
This pony seeks a daytime pass to the largest gathering of villainy and scum in Equestrian history since Kobold Konvention XX.
(The XX was the year it occurred, not an indication of the maturity level.)
And it began like this.
"Fluttershy, we are not giving you a daytime pass to the largest gathering of villainy and scum in Equestrian history since Kobold Konvention 'XX."
Rainbow Dash snickered before kicking herself.
"It's quite alright, Twilight!" Fluttershy beamed in that way she so often did. "I really do think I'm more prepared than you give me credit for. After all, I've spent my entire life helping dangerous animals; I can communicate with nearly every species on the continent. And surely you of all ponies know how good I am at conflict resolution."
Twilight bit her lip, trying to shake off that familiar feeling of insecurity she knew well from comparing her own track record of conflict resolution to Fluttershy's.
"Be that as it may. Let Applejack come with you! Let Dash come with you! Let Pink-" Twilight stopped and frowned. "Let me come with you! Please, Fluttershy, you do not have to do this."
Fluttershy stamped her hoof authoritatively and somewhat cutely, pointing a hoof at the map and shrugging the saddlebags on her back. "The Map's word is final. We get what we get, and we don't throw a fit. It wants me, and only me, to go."
"The Map can be wrong. The Map has been wrong. Once, I'm sure. It wears my face to scare school children, for Celestia's sake." Twilight begged. "Think about what you're undertaking. You'll have to go past the bubbling bires-"
(Here she said everything I already described.)
"-And you'll have to prove your evilness with the meter at the door, just to get a daypass."
"Fluttershy, dear, didn't you used to be scared of dragons? You do know there will be dragons here, correct?" Rarity piped up sensibly.
"Oh yes, I know! But it's really only the big dragons I'm afraid of. I'll be perfectly fine in a convention hall, attended primarily by the teenagers and young adults of the species. No dragon over 100 is going to be in attendance, I'm sure of it." Fluttershy assured. "And besides, it's been quite a few years since the mountain. I've developed since then."
Applejack sighed. "Lucky."
Twilight shook her head. "Fluttershy, my good friend, I am very pleased to hear you've been shaking off some of your fears. But this is a really, really bad time to put that to work. Wouldn't you rather exercise your bravery in a climactic battle against a supervillain?"
Fluttershy frowned. "I thought you wanted me to be in less danger?"
"I want you to not do this!" Twilight blurted out. "I know, trust is a big part of friendship. I know I should trust you, but I'm worried about you. I don't even know what a friendship problem there could look like, and I don't want you to be in the front row seat to find out."
Securing her bag, Fluttershy approached her friend, tossing a hoof around her neck and nuzzling into her hair. "And I appreciate that, Twilight, I really do. But I trust the map, and I need you to trust me. That means no coming after me in a dragon costume either."
While Fluttershy had her head in Twilight's neck, the alicorn sharply gestured her hoof in a cutting motion across her neck, shaking her head frantically at an aggravated looking Rarity.
"-I'll be there and back again, you won't even notice I'm gone. Can you let me spend a couple days away, by myself?" Fluttershy asked.
Twilight grit her teeth as she pulled away, stretching her lips up as if by hooks and needles to force a smile. "Surrounded by monsters and villains? Su-ure. Alright. Sure. Just... Are you sure you don't want to take Spike with you? In case of emergency?"
"I'll be alright. Let Spike rest." Fluttershy grinned. "I won't be two days. Can you wait that long, Twilight?"
Twilight stepped back and nodded, taking a breath. "I can try. For a friend."
"Thank you, Twilight." Fluttershy turned tail and started for the exit, before stopping and turning back around. "By the way, unrelated, but while I'm gone, would you mind caring for my animals? The beavers in particular are working on a huge-"
The kirin at the front of the line let out a rather inappropriate expletive.
"I am evil!" She protested. "I'm just not evil right now! It's, like, a seasonal thing!"
The bugbear bouncer shook her head, crossing three arms stubbornly and pointing with the fourth at the meter. PEACHY CLEAN, it read.
The kirin seethed. "Don't you read any Victorian literature? Comic books, maybe? I just need to get angry. As soon as that switch flips, I become all red and black, and villainous, and I burn down things around me, and-"
Smiling smugly, the bugbear reached down and mussed up the kirin's hair.
One deafening crack of fire later, the meter shot up to KICKS KITTENS, and the kirin went inside with a pleasant 'Thank you!' She would be kicked out two minutes later for violating fire codes.
Unaware of this, Fluttershy moved another step up the line to Felonyfest NW's front doors, between a yeti and a roc. As she did so, she craned her neck up to admire the convention center, a set of stucco halls and rooms connected to a large glass dome in the center, through which she could see several flying creatures flitting and flutting about inside.
Despite everything, her excitement was flaring. The sheer amounts of animals here excited her, including those rarely or never seen when they weren't bearing down on you with jaws wide open. Not that she'd mind an opportunity like that, but it was pleasant to take notes on her fellow con-goers for zoology and cryptozoology purposes.
When the yeti finished up in front of her (JUST GENERALLY A JERK), it was Fluttershy's turn. The bugbear glanced down and immediately started, grunting in surprise.
"No, no, it's alright! Official friendship business." Fluttershy chirped, showing her bits. "I just want to buy a day pass. I'll pay extra if that's what it takes."
Sweating bullets, the bugbear pointed nervously at the evil meter and murmured something in bugbear.
"Absolutely. I wouldn't want you to get punished by your supervisor." Fluttershy beamed as she stepped up onto the scale, unaware of the entire line behind her holding their breaths and watching.
For a moment, the arrow jittered back and forth, never leaving PEACHY CLEAN. Then, in less than an instant it took off like a shot, rocketing in a clean arc to point at the scarlet BREAKS HEADS LIKE GUMBALLS. A second later the arrow hopped off the meter entirely, burying itself in the dirt.
The bugbear gave her her day pass and immediately switched shifts.
"Have a nice day!" Fluttershy called after the bugbear and headed inside.
As soon as she was through the door she opened her saddlebags, pulled out the red shard of Sombra's horn stashed inside, and tossed it into the recycling bin.
After a moment of thought, she dug it out and put it in the trash bin instead.
Felonyfest was a place unlike any Fluttershy had seen prior.
Rows and rows of various stalls, booths and exhibits stretched endlessly in every direction, dotted with ocassional oddities like giant death machines and food vendors rented out for the event. Attendees included everything with sharp teeth and brightly colored, from mythologies and beastiaries the globe over.
(The morality of deeming an entire species inherently evil for their feeding habits and appearances were something she put aside for the sake of time management.)
Particularly influential and respected antagonists were scheduled for interviews, listed by the hour on the pamphlet Fluttershy had picked up from the front desk. Alongside them were lists of the various panels and room events, answering questions like just how much pillaging and looting met tax liability, and how OK it was to fraternize with the enemy in ways amicable, romantic, and further.
"Love your disguise."
Fluttershy blinked, realizing she was being talked to, and approached the stand calling to her. Two young dragons, purple and red, smiling lazily at her. The sign on their desk read 'AMASSING A GREAT AND TERRIBLE ARMY. HELP WANTED. MUST BE TERRIBLE. BEING GREAT OPTIONAL.'
"Very cute. The yellow one, right? Animal girl?" The red dragon elaborated.
"Oh? Ah- Fluttershy, yes!" Fluttershy stood up straight.
"I like it. Always been a big fan of changelings, you know? I admire your ability to eat abstract concepts like you do. Very cute. Very classy."
"Oh. Thank you." Fluttershy wasn't sure how to respond to that.
You really don't need it here, though. You're among good company, yeah?"
"My. Err, this is awkward." Fluttershy tittered. "This isn't actually a disguise. I am Fluttershy."
The dragon's lips pursed. "You mean... You're actually a pony? Like, a mammal? Equus caballus?"
"All of those things, yes."
The dragon paused for a moment, as if waiting for the other foot to drop. He looked at his purple companion.
Then he reached across the table, grabbing Fluttershy with one hand under her barrel and the other across her mouth, lifting her up effortlessly. Her wings beat uselessly as the dragon checked around quickly and abandoned his post, ducking into the nearest restroom (Unisex, naturally for the wide spectrum of biology present).
Fluttershy gasped as she was roughly shoved into the sink, and felt the cold water splash onto her back. "I- Wait, ack! W-wait, are you going to eat me?"
Red grunted in amusement, using his hands to manhandle water into her fur everywhere it could get. "You didn't read the sign coming in, lady? Predation's pretty heavily punishable here. If you'll stop struggling- I'm trying to wash you."
Fluttershy blushed as she was flipped over, and barely managed to slip out of his grasp to hit the floor. "I-I appreciate it, but I really don't need to be washed...!"
"Check her over, man. She's bright yellow, make sure she doesn't have any patches on her." Red barked, and Purple moved in to inspect her closer.
"What are you- Eep, hello! What are you searching for, exactly? I'm not in danger, am I?" Fluttershy shivered as she was pushed around, suddenly desparate to shake off her waterlogged coat like a dog.
Red kneeled down next to the door and blew a steady stream of flame into the crack between it and the frame, welding the lock shut. "Nobody's gonna eat you, pony. But that ain't what we're worried about. You can't just go wandering around like this, especially not when He's present."
"Who's present?"
"Me's present."
Fluttershy and Red both whipped around to the third voice, seeing a very perplexed Purple looking down at his own stomach. His scales suddenly seemed to swim, mixing together like sludge, and he lifted his hands to watch them in a panic as ooze poured forth from the cracks, quite literally emerging from under his skin as he watched. He opened his mouth to say something, or just to scream, and instantly choked up more of the disgusting slime from his windpipe, which poured out through his lips and combined with the stuff emerging from his face.
It was as if he was being overcome with bubblegum; Worse still, from that gummy texture was beginning to emerge appendanges, half-formed hands, gaping maws, and eventually eyeballs of every shape and size. Inky black with white pupil dots, all of the eyes zeroed in on Fluttershy and the red dragon as the host collapsed onto its knees.
"...Shoot." Red suddenly looked nervously at the door he had welded shut hastily. "In hindsight, I should have grabbed a differently colored lackey."
Every single one of the mouths smiled as the dragon host slumped back against the wall, allowing the sludge to spread further onto the surrounding panels.
"Well, well! How do you do, my scaled friend? My, Mister Rex, looks like you've got yourself a buddy there. A cute, fuzzy little pony- You know the kind I like, brother." A deep, bellowing, but undeniably smooth and charismatic came out of the collective mouths.
Uck. Gook. Revolting. Muck. Slime. Ooze.
"Smooze." The red dragon, Rex, growled.
"Oh!" Fluttershy brightened considerably. "I've met Smooze before!"
"You've never met Smooze like me, and I can tell you that for a fact, because I see everything and remember everything. And I've never met a pony I didn't give some of my love to." The Smooze awkwardly piloted the dead dragon's body, lifting his hand into a declarative finger.
Fluttershy blanched.
"That means assimilation." The Smooze assured.
"Smooze, you old fool." Rex kept a healthy distance as he growled, sweeping his tail in front of Fluttershy to keep her from getting closer. "I know you're impeding on my land. I filed every paper necessary to ransack that town, which means its conquest is for me and my droogs alone! You can conquer some other town, one of the thousands of other peaceful pony settlements on the face of the planet!"
The Smooze laughed, bubbling and boiling in the Dragon's slack open mouth. "Despite all his hands, The Smooze doesn't do handiwork. I've been working on this for more centuries than you've been alive, building up my numbers behind the scenes so I can be as powerful as possible when my big scene comes. And it's coming pretty dang fast, last time I checked. Maybe you set that day on your calendar, but you must've missed that I've had that gig in that town booked since the Amore Administration!"
"I didn't know that, because you didn't file your paperwork, you boob!" Rex spat.
Watching this back and forth, a glimmer began to gleam in Fluttershy's eye. A familiar feeling. A situation she had seen before, over and over again, and a formula she was beginning to recognize the signs of, like feeling something familiar in the dark.
With a gentle gasp of puzzle pieces placing perfectly, she suddenly piped up-
"Wait! The two of you! Mr. The Smooze. Mr. Rex."
She vibrated where she stood as the two turned to the third party in the room.
"Did you two used to be... Friends?" Fluttershy peeped.
Rex groaned and turned away, muttering under his breath to The Smooze.
"Elements of Harmony, Smooze. They all get like this."
"Ponies don't change, my good sir."
Rex sighed. "Long time ago, I met Smooze in a cave." He flickered a small smile at the recollection, bracing himself against a sink and craning his neck back to look at the ceiling. "I was a different dragon. Young, inexperienced."
A long time ago, far, far from Equestrian civilization, but not too far from a Buc-Ees, there was a cruel and cavernous cave.
As the night creeped in, a younger Rex stumbled in, covered in scratches and bruises that only predatory rocs could give. He gasped and heaved for breath, rolling a boulder behind him to seal himself away from the caws and cries outside, then collapsing to the ground in pitch darkness. The ground crunched beneath him, and he entertained himself by punching more satisfying sounds out of it.
Stupid, stupid, stupid. Who knows how far from the Dragon Lands he was now, after that last stunt? He had gotten prideful, stuck around to sneer, and now two other dragons were bird feed.
It wasn't killing peers his age that bothered him, of course; it was the fact that they still owed him, like, twenty bucks put together. Still. Stupid, stupid.
He blew a gust of fire which lit up the room for a moment before fizzling out. Nothing but stone around him. He'd have to camp out here for a while until the predators got bored, and that could take a while.
"Guess I'm sitting here in darkness." Rex muttered.
"Right here, good sir." A voice by his shoulder commented, and he felt a glob of something slimy being passed into his hand.
"Thanks." He murmured, setting the material on the ground and lighting it up. The viscous substance proved to be surprisingly conductive, and within seconds he had a steady source of fire fuel.
Finally able to see his hands again, Rex smiled. "Appreciate the help, mister...?"
Five or six adolescent dragon corpses littered the room in a circle around Rex. That would explain the crunches. It was hard to identify the exact number, as their bones and scales were jumbled together in an unidentifiable mass. Covering each of them, sticking their pieces together in a slurry of bodies was the same purple substance burning on the ground, only swimming with eyeballs like boba in slushie.
Hundreds and hundreds of eyes, every shape and size, rotating into place to stare directly at him from all sides.
"Smooze." Every dragon skull answered in unison, animated by the substance running where marrow had previously. "Smooze will do. And yourself, little lost lamb?"
Rex glanced around himself. "Rex. And I think I just remembered I need to be getting somewhere soon."
"Relaaax. I've already eaten." Smooze assured him. "Besides, it's only through surprise I caught these guys last time. Dragon fire is a nasty little thing, and if I wanted to fight you, wouldn't it be smarter that I just slip into your veins while you were still oblivious?"
Rex shrugged. "Guess so. You want a bite, there should still be some birds chasing me outside. Much bigger ones than myself."
"Brutal. I always respected you dragons for that. Two shakes of a lamb's tail." One of the bodies stood up, straightened the skin clinging to its ribcage like a suit, and slithered off through the cracks in the cave.
A minute later, two screeches of victory became screeches of terror, followed by two thuds against the cave exterior, and finally a distinct digestive bubbling sound.
"Thanks for saving me some time." Rex told the remaining eyeballs. "You seem cool. What's, like, your deal?"
"I'm old money, brother, and worse news." Smooze boasted proudly. "Born from a bump on a log before the birth of the universe, I'm an evil who's been biding his time so long, most people have forgotten about me. And I'm all just about ready to remind them. The name's Smooze, and soon enough, everything else will be Smooze as well."
"That's cool." Rex said. "My name's Rex. Er, I'm a dragon, I guess."
"Groovy." Smooze picked his teeth, or someone's teeth at least, with a shard of bone. "So, you burn villages to the ground, capture princesses, and eat knights like clams?"
"I'm working on it." Rex said, somewhat insecurely.
"There's no judgement, brother, we all gotta start somewhere." Smooze assured. "You thinking about a place to start, at least? Because adulthood sneaks up on you, you know. And you don't look to be the silver spoon type to me, born into owning a mountain and two towers full of gold."
"Nothing like that, no. I mean, as you can see, I'm kinda scrawny. I can't do much pillaging yet."
"And that's where you start looking. Get some dragons, some recruits to be loyal to you. Start off with an easy target, somewhere small. Work your way up the ladder; it's how all the best villains do it." Smooze said.
"Loyal recruits? That sounds like friendship." Rex said derisively.
"It's not friendship!" Smooze retorted quickly. "It's an army. It's a great and terrible army, that turns the bones of your enemies into Jell-O and makes them feel really loose, like a long-necked goose. THAT'S what villains got. Not friends."
Rex began to feel a comfortable tickle crawling up his neck. "...That doesn't sound so bad. You might be right."
"Don't you forget it." Smooze smiled smugly.
"A target, though. A small town. I've never been to any pony places. That's where all dragons start, right? At the smallest and cutest ones?"
"It's like crunching on tater tots. The little Smurfs can go down your throat by the dozen." Smooze said. "No feeling in the world like gobbling up ponies. So I've heard, anyway. I don't have a digestive system. And I tell you what, I happen to be in the market for starter towns to pillage myself. I know one nearby, just a few days south of Canterlot- That's the big mountain over there, impossible to miss. Tiny and pathetic, even for pony towns. Hey, but you didn't hear that, alright? Just reminding you that places like that exist, and they're easy to find."
"Riiiiight. Places like that exist." Rex smiled, scratching his chin and nodding slowly. "Thanks for the heads-up, Smooze. You think we'll be seeing each other again, sometime?"
The boulder at the entrance rolled aside, pushed by a torrent of slime.
"All good villains face off at some point. Don't let yourself be a monster of the week, now. And if we ever see each other again..."
The purple haze slathered and slithered its way out, vacating the cave entirely to seep into the dirt outside. As it disappeared beneath the earth to rest, the eyeballs went with it, popping and squeezing one by one under the surface. The last one rotated to face Rex before following.
"...Don't be a stranger." The earth whispered.
"We went our separate ways after that." Rex looked askance. "A few years later, as I'm putting the last touches on my masterplan together, having amassed a great and terrible army, guess what word through the grapevine tells me?"
Rex snorted embers, and pointed an accusatory finger at the concoction in his ex-mates open jaws. "This doo-wop alien freakshow set his own evil plans on the exact same day, same town, same hour! Do you have any shame?"
"My good sir, I did not give you that plan for free! I gave you the two cents that had been rolling around my many minds as of late, and your scaly hide decided it was fine and dandy to snatch it up for yourself!" Smooze reared up like a flan expanding in the microwave, his eyes sinking and falling into his mouth from the speed of the motion.
"And I assumed you were giving out advice, because Dragon Lord forbid an ancient evil do something nice for someone!" Rex threw his hand dismissively off at the air.
As the two bickered, the unheeded third party in the room narrowed her eyes. Something about this felt... familiar. Comforting, almost, like a round hole she could perfectly slide her round knob inside.
This was a friendship problem. A problem she could aid in, upon which she specifically had been called. Her talents were demanded; nay, required, specifically for this job.
Kindness.
"Both of you, stop for just a moment!"
The two monsters turned to Fluttershy, and she just as quickly stifled her outburst.
"Ah, if that's alright with you two, of course." She peeped.
It appeared to be. She continued.
"Don't you two see? Rex, the Rocs hunting you were killed by Smooze. And Smooze, Rex gave you a meal. Without each other's help, you both would have been worse off for it." Fluttershy smiled ecstatically, putting the pieces together. "Why would you need to work exclusively, when working together can acheive the same results with even better results?"
"Because he sucks." Rex answered.
"Because he's unoriginal." Smooze snidely added.
"Let's think about this logically. Rex. What do you want from the destruction of this town?"
The red dragon put a finger to his chin, thinking. "Hmm. Wanton destruction, I guess. A good, hearty meal, for me and my mates."
"And Smooze?"
"Complete decimation and global takeover to make all living things on the planet like Smooze." Smooze answered. "I want to run in everyone's veins like a virus. Maybe I'll take the multiverse later. Then maybe I'll go into acting. When I get there. One step at a time, baby, that's what I always say."
"I've never heard you say that, ever." Rex spat.
"Decimation. Destruction. I'm hearing the same things here." Fluttershy noted. "And for the rest of it, Smooze, you can make yourself known by wiping a town off the map, and Rex, you can feed your friends with the citizens there! Doesn't that sound so much better?"
"You think I should get sloppy seconds, eating all the bodies which are apparently going to be running with Smooze juice or whatever he's made of." Rex derisively crossed his arms.
"Or if you think the reverse is true, that I intend to mooch off the half-eaten leftovers, you've got something else coming for you, pony."
"What about an even split?" Fluttershy proposed. "Split the town down the middle. One side of the population becomes food, and the other become bodies to get assimilated. That way, everyone wins, and both sides of the town get destroyed! It'll be the greatest massacre in Equestrian history!"
The gears turned in their heads. Someone knocked on the sealed door.
"Are you three done in there?" A muffled voice asked.
"Just another moment, please!" Fluttershy called.
"Alright. I'll bite. I'm not gonna be happy about it, but I can see neither of us are going to concede to the other." Rex grumbled.
"Perfect! And Smooze?"
The purple dragon's hand was commandeered up to his chin, dead and limp fingers mimicking the motion of thinking.
"Oh, why not. You loud, brown, son of a cow, let's talk business." Smooze's mouths grinned toothlessly.
"Yeah, he says, because he knows I breathe the stuff that kills him." Rex snorted.
"Let's be nice!" Fluttershy nodded solemnly. "Now, both of you, shake hands."
"No." Rex refused. "I don't want him in my sweat glands."
"Okay, fair enough. Both of you... exchange friendly waves."
The two did.
As soon as their hands and goo performed that mythical, magical reverberation, a faint pink glow caught the corner of Fluttershy's eye. Her cutie mark glowed and vibrated in pulses, signalling the mission's success.
"I'm so proud of both of you!" Fluttershy squealed. "I hope you've learned a lot from this experience. Both of you enjoy the convention, alright? When is your evil plan, anyway? You've got some time, I hope?"
"Next thursday, around 6 AM." Rex set his hands on his hips. "I guess it would be nice to attend some of the panels here."
"Go together, both of you! Find some common ground. After all, no plan survives first contact with the enemy, right?" Fluttershy turned to the door, trying the handle and finding it to be still sealed.
Rex politely kicked the door down, while Smooze commandeered his forcibly shanghaied body to stand up. "A little fraternization could be enjoyable. What say, old friend? Is this the start of something special?"
"Something devilish." Rex extended his arm, taking the icy cold arm of his fallen partner. Turning back to Fluttershy, he politely saluted. "You've done a very kind thing today. Enjoy your freedom, little pony. It won't last much longer."
"I will! Have a lovely day!" Fluttershy tilted her chin up appreciatively and trotted off back into the crowds, leaving puddles of water from her still damp fur as she went.
She considered leaving, but mulling over everything that had happened in that restroom, another idea suddenly occurred to her.
She made her way over to the help desk, manned by a golden Gumiho that simpered at Fluttershy as she approached. "Hello there, cutie! What can I do for you?" The fox chittered.
"Hi! Is it possible to contact the event organizers and inquire about the vendor application process for next year?"
"I can try to send something up the line. What sort of thing were you thinking about?" The Gumiho took a pen and began writing.
"Masterplan Workshopping."
Six days later, on the next Thursday, the sky was blotted out by hordes and hordes of dragons.
They weren't attacking.
They were retreating.
Horrible distorted wails split the sky open, as fire spread all across the purple tendrils and oceans of Smooze, spreading in moments and working fast to destroy every individual cell of the disgusting creature. For the second time in its long life, the Smooze was being killed by a Flutter.
On the Castle of Friendship's balcony overlooking Ponyville, Fluttershy watched the destruction with a small smile.
"I don't get it." Twilight sputtered next to her, mouth agape. "how did you know? Their exact hour of attack, their weaknesses, the leaders of the attack... How did you know everything?"
Fire reflected in Fluttershy's big eyes, beautiful dancing licks of orange.
"I paid attention." Fluttershy answered sweetly.