The World that Came After

by Aslfrasle

Rating: teen
Tags: Adventure, Gore, My Little Pony: Friendship is Magic, Dark, Alternate Universe, Original Character
Length: 30954

After a mysterious blight eliminates all major cities in Equestria some ponies are forced to scavenge, while others with power live freely. It was then the long-lost Princesses appeared with a choice, play their game for a wish or die in the wastes

Life is fleeting. In an instant, a normal day can shift into an endless nightmare.

That's what happened mere decades ago, when a strange cloud appeared over Equestria and the surrounding countries. The world crumbled and thousands perished in the destruction caused by what is now known as "The Blight."

Now, ponies scavenge the ruins of old Equestria for anything to help them survive. All seemed lost until a mysterious group, The Great Royals Celestia, Luna, Cadence, Discord, and Twilight Sparkle, appeared with a message:

"We have hidden old Equestrian Bits all over this world, and whoever finds them all will be granted a wish...so long as it is within our power, it shall be yours!"

Thus the great hunt began. Ponies the world over began searching frantically for their chance at a better life. However, those searching soon found The Blight came with more than destruction and decay. A new race, strange and unlike anything seen before, arose from the murk to fight for their wishes and desires.

Let the games begin!

Cover art provided by the amazing Sin Ligereep.

Published 2013-05-30 13:20:02 UTC
Last updated 2014-11-04 18:02:27 UTC

The Town in the Dust

Chapter 1 The Town in the Dust.

It was a hot, muggy day in the town of Appleoosa, and most ponies were either in the comfort of their homes or trading tales over cider at the bar. The town had never been much of a hub for travelers, even in the good ol’ days before the world ended.

It was almost tradition to spend hot days in Appleoosa at the local bar. Ponies of all kinds drank to their heart’s content, while in a small corner of the bar stood a beige pegasus stallion wearing a grimy, tattered doctor’s uniform. While others were being merry and dancing about in a drunken stupor he simply stood by the bar content to sip his water in peace.

His peace was interrupted by an earth pony, one of the barmares, who was cantering over to him as he watched the crowd.

“Well, howdy stranger!” she exclaimed as she approached.

“Hey,” he said in response.

“What’s yer deal mister?” she asked.

“What do you mean?” said the stallion, “and for the record, my name’s Grey Matter, not mister.”

“Sorry bout that Mister Grey, it’s just that everypony here seems to be enjoyin’ themselves and cuttin’ loose, yet you’re sitting here like a fight’s about to go down and I wanna know why. Most who come in here are lookin’ for some lighthearted fun to get their mind of a somethin’ yet you seem different,” she said, “mah name’s Golden Apple by the way.”

“Oh, so you’re one of those Apple family farmers, eh? What’re you doing so far from home?” he asked.

“Well, when the Blight hit, most of our farms were destroyed by the noxious smog, and those few trees that did survive were transplanted into the dome communities. Most of em have been destroyed by Unworthy raids now that’s the domes’ve opened so we’ve taken to doing whatever we can to get by. I’m trying to save up to buy a ticket on a convoy to Las Pegasus to be with my folks,” she answered, “what about you, where were you when the Blight hit?”

“My father was a medical pony in Cloudsdale. He owned his own clinic where he was willing to fix up any pony who wandered in. Most times it was some kind of head injury sustained while flying. You wouldn’t know it as it’s not really common knowledge but pegasi and cranial injuries seem to go hoof in hoof. When you crash after some crazy burnout the first thing that hits the ground is usually your skull. That’s where I learned to be a doctor myself actually, from watching him work everyday.”

Grey noticed he had strayed from the topic at hoof. “Sorry about going off like that, I have a bad habit of never stopping once I get onto a topic, back to your question though. I was a young colt when the Blight actually hit, hadn’t even found my cutie mark yet. I was wandering home from school and had almost made it home when the toxic fog started rolling in. I could barely breathe but right before I blacked out I saw my mother and father rushing out to get me. Next thing I knew I was flying though the streets with them towards the clinic when there was this strange whispering noise. it sounded like pressing on a balloon if you’d believe it. Suddenly everything just stopped, and it fell…” Grey trailed off a look of sadness in his eyes.

“Now what d’ya mean by that Mister grey? What fell?” Golden Apple asked.

“Cloudsdale. Cloudsdale fell,” he said in a somber voice.

“How’s that even possible? The way I heard it that city was made of clouds and they don’t have any weight so they shouldn’t be able to fall,” she said.

“Cloudsdale foundations and buildings may be made of special extra dense clouds, but the stuff inside the buildings along with everything wasn’t. The Blight’s corrosive touch was strong enough that it melted away the layers of those extra dense clouds until they couldn’t support anything anymore and everything just fell as the now normal clouds slowly dissipated into the air. Last thing I remember seeing was the looks of horror on my parents faces as everything they knew, everything I knew just fell out of the sky like a brick.” Grey looked down at his hooves, then at the water on the table. It would no longer suffice now that he had gone and dredged up that old heartache. He was going to need some hard cider to bury back where it belongs in the back of his mind.

“I’m terribly sorry to cut this pleasant chitchat short, but could you perhaps get me a glass of cider, hard as you got?” he asked.

“Sure thing Mister Grey … and for whatever it’s worth Ah’m sorry about what happened in Cloudsdale,” she replied with a melancholy tone

“Now don’t you start, there’s nothing you have to be sorry for miss, it’s not like you caused the Blight to happen. Thanks for talking the time to have this nice chat. I want you to have something as a thank you,” he pulled out a book from one of the pockets of his coat, “This book should fetch a good price at one of the traders, maybe even enough to get you home.”

Her eyes began to twinkle with happiness. “You’re serious!? Thank you so much Mister Grey, this is the nicest thing anypony’s ever done fer me.”

“Well, thanks again mister Grey! I’ll go an grab you that cider n—” Her thought was unfinished as a loud bang rang through the bar. A red unicorn stallion had just burst through the doors of the bar and made his way towards the bartender.

“Now listen here ya drunk idiots, I’m here for one thing and one thing only, and that’s all the valuables ya gots in your pockets!” he exclaimed to the patrons.

As he approached the bartender, Salt Lick, demanding the cash in the register, the bartender simply pulled out a shotgun from below the bar and pointed it straight at the robber.

“Ah you don’t wanna be doin this sonny, I’ve got two shells right here with your name on em if you don’t leave quietly,” he said calmly.

The red unicorn continued undeterred, laughing as he walked over to the open bar. “You don’t seem to understand gramps, that’s not gonna work on me.”

“Last time I checked a bullet to the head would kill anypony, except for maybe the princesses, though they’re long gone. Course there’s those impostors, though I don’t believe they’re the real princesses. They wouldn’t let us suffer like this just to set up some crazy game!” the bartender said with a scowl.

“Yeah, but you need a working gun for that,” the unicorn said as he grabbed the gun in his hooves.

The red unicorn’s hooves began to glow a fiery red color as the barrel of the shotgun sizzled and smoked. The crowd in the bar watched, horrified, as the gun turned the same color as the stallion’s hooves before melting into a smoking pile of liquid metal on the floor below. The bar’s patrons then changed from terrified stares to outright screaming and attempting to flee the establishment. Before any of them could, a wall of flames roared to life and blocked the exits.

“You’re not gettin’ outta here that easy,” the red stallion shouted at them, “I still need to search y’all after I get the money from the good bartender here. Now just get down on the ground and toss your valuables in front of ya...NOW!”

The crowd cowered in fear at the sight of the dangerous, unhinged pony in front of them. They did as he asked out of fear that he might melt them too if they didn’t comply. Since his orders had been followed he made his way to the bartender who had been nursing a burned hoof.

“What the...what in Celestia’s name are you, you monster!” somepony had shouted in fear.

In the corner Golden Apple watched in fear as the red stallion grabbed the offending stallion and hoisted him into the air, cackling like a mad-colt as he did. The stallion broke out in tears as the unnamed unicorn’s hooves again glowed with the same red color and the stallion’s pleas for mercy turned to shrieks of pain as his fur and coat because to sizzle and pop, sloughing off in slimy, bubbling masses of burnt flesh as the stallion’s death wail rang throughout the bar. Soon all that was left was a pony skeleton in the unicorn’s hooves with a blackened pile of melted flesh and fur lying on the ground beneath it.

There were no longer any screams of terror or anything. The bar became dead silent as all inside were transfixed by the horror of what they had just seen, completely unable to comprehend it let alone form a cogent response. Instead they simply slumped onto their barstools and chairs and stared at the charred puddle that used to be a pony.

“Have you ever seen anything like that mister Grey? He just melted that poor buck in his bare hooves. That freaky monster just melted it like it was butter, and...Grey, where did you go?” she asked looking for someone to protect her, though suddenly she couldn’t find Grey anywhere. Then she heard the stallion begin to speak again.

“What was that? What’d you just call me little girl?” He walked towards Golden Apple as he raved. “I’m better than you, I’m stronger than you, I could melt the skin off your bones while you scream and cry. Like the last guy who thought calling me a monster was a smart idea.” He grabbed her hooves as his hooves began to glow again.

“Somepony, anypony, please help me! I don’t wanna die here, I still need to get h—” She looked up as she heard the cackling stop, only to see a bullet graze the stallion’s left ear as a spray of blood splashed across her face and coat. She screamed at the sight and he tossed her at the wall, more interested in finding the brave soul who dared attack him.

“Where are ya? You come out here right now, or I’m gonna start killing off these poor, innocent losers. A hero as brave as you are wouldn’t let harm come to them, now would you?” he used a mocking tone when he said the words hero and brave, laughing at the idea of some random civilian standing up to a god like him.

He heard no shuffling of hooves, no sound of breathing from the entire bar. He assumed the would-be-hero was hiding or had fled, too afraid to face him in a real battle. It was at that moment he felt a cool breath on the nape of his neck, and a small click right near to his uninjured ear. He turned and saw a hooded pony with a small pistol held in his mouth aimed right at his skull. He raised his hooves to melt the gun though he was already too late.

“I’m no hero...” the stallion said from under his hood, though it was slightly muffled by the gun in his mouth.

*BANG*

The bar patrons screamed again as the red stallion’s head exploded into blood, bone, and brain matter. The gore stained the mysterious stallion’s coat, not even flinching at the sight as the now headless red stallion fell into a pile on the floor. The hooded stallion was about to walk away, when the carcass began to shine. At first it was simply shining brightly, though soon the corpse began to bubble and expand, growing larger and larger with each passing second. The hooded pony ran to the wall where Golden Apple had been thrown and used his body to shield her, realizing too late what was about to happen. Salt Lick hid behind his bar and customers hid behind their tables, fearing the worst. Once it reached nearly four times the size of his original body, the corpse exploded in a blast of scorching fire, incinerating all those who weren’t behind something near the far edges of the bar.

After the smoke cleared, Salt Lick looked up from his hiding spot to survey the damage, though he instantly wished he had not. The center of the bar was filled with corpses of the bar patrons. Their flesh had been scorched to the point of bubbling, and in several places some of their skin had been melted off, exposing the stark, white bone underneath. Scanning the devastation, he noticed that the mare who had almost been killed was sobbing in the corner underneath a couple of burnt corpses that had been blown onto her by the blast. He rushed to her aid after moving the corpses to reach her, but she recoiled at his very touch. He assured her that everything would be all right and that the bad colt was gone now. She was still sobbing uncontrollably, though at least she was no longer fighting him.

Golden Apple had been sobbing into the arms of her manager at the bar and he kept holding her and telling her it was going to be okay and that the Sheriff would be here soon. She suddenly heard another voice whispering in her ear and immediately began to tense up in fear of the unknown voice.

Calm down, everything will be fine. You’re going to go to sleep now, but when you wake up everything will be fine, I promise..

That was the last thing she heard before she felt a small pinch followed by a rush of cold as something was injected into her neck and she fell asleep.

Sheriff Ironh....here.

What’s thi…ll over the…alt Lick?

There was an….rowdy customer….strange powers…melted a gun with his hooves…clipped ear...shot to left si...strange explosion...ost dead

Any witn...needed for questioning…who shot him?

Golden Apple heard small bits and pieces of the conversation between Appleoosa’s Sheriff Ironhoof and the bar owner Salt Lick as she was waking up for her drug-induced sleep. From what she heard she assumed the sheriff was here to investigate the strange, dangerous pony that was killed trying to rob the bar. She gathered that the sheriff did not know who the mysterious stranger that fired the bullet was. She shook the sleep from her eyes and got to her feet and made her way over to the sheriff. She felt much more calm now that the bar had been cleaned up and she had had a good rest to calm down. She tried not to think about what had happened, as the memories made her want to retch and sob, but right now she needed to figure out what was going on, and for that she needed to be strong.

“I’m sorry mister Salt Lick, but would you mind if I talked to the sheriff for a couple of minutes?” she asked.

“Certainly dear you can have as much time as you need, anything to get me away from this gruesome scene,” Salt Lick replied.

“I’m sorry miss, but if it’s not too much trouble could you perhaps give me your statement? Other than Salt Lick, you’re the only pony who managed to survive, though some of the patrons with lesser burns might make it through,” Ironhoof asked.

“I’ll try. What I was wondering if you’ve ever seen anything like this before. I mean, I know it sounds crazy, but I saw that pony melt a solid metal shotgun, with nothing but his hooves, right in front of my eyes. It was like one-second the gun was there in Salt Lick’s hooves, and the next it was in a melted pile on the floor. Then he started making threats about killing everypony if they didn’t comply. He was about to kill me when some hooded stranger shot him in the ear. He started screaming, but somehow the stranger got behind him and shot him right through the side of his skull. I though we were going to be okay after that but then he started expanding and exploded like a fireball. The stranger ran over and protected me from the blast which is probably the only reason I’m here now,” Golden Apple explained.

“That’s pretty much the same thing I heard from Salt Lick, though he says he hid behind his bar. He also mentioned this mysterious stranger, though there was no sign of him when we arrived. Only you two and a pile of dead or near-dead ponies,” said Sheriff Ironhoof.

Golden Apple’s eyes went wide as she remembered the nice stallion she had met before the stallion arrived.

“Sheriff! Was there anyone here, dead or alive, named Grey Matter?” she asked desperately, “I was talking to him beforehoof and he was really nice to me, and I just want to make sure he’s okay.”

The Sheriff checked the list of the dead they had confirmed. “Out of all the bodies we’ve found here, we never found a pony named Grey Matter. Chances are he may have left before or during the commotion,” said Ironhoof.

Golden Apple was relieved to know that Grey wasn’t dead, though she wondered what happened to him. He didn’t seem the type to run away and leave ponies in need, he was a doctor and always went looking for ways to help. Another question is why did that masked stranger save her, when there were more important ponies than her who ended up dying? The only reason he would go out of his way to specifically save her would be if he knew her, but that would mean that he…

She finally understood why he had saved her. She looked into her rucksack slung over her back and checked to see if the book she had received was still safe. She took it out and inspected it, verifying that it was still undamaged. Once finished, she smiled as she looked at the book, tears forming in her eyes, while a singular thought floated through her mind.

Thank you Grey.

Grey Matter looked across the street at the wreckage of the bar from his seat outside the General Store. He couldn’t believe his foolishness had gotten all those ponies killed. He should have known that there was probably going to be a fail-safe and he should have thought of a way to counter it, though with that Apple mare in mortal danger, he didn’t really have much time to think. He sighed as he lowered his head, keeping out of sight of the passerby’s who had come to investigate the explosion they had heard.

I can’t let this happen anymore. No more innocents should die just because somepony’s gone mad with power over their newly discovered abilities. Isn’t it the sages’ job to find the newborns before they discover their abilities, so that they can be trained and learn control in a safe environment? Grey was getting noticeably angry as he thought of how those supposedly mighty sages had failed in the only task they were ever given. Useless old fools.

As Grey got up from his seat and made his way to the nearby local hospital to aid in the treatment of the injured ponies from the attack, he tried to think of ways that he could end all of this. Not just the innocent deaths or the power-mad newborns, but the other problems as well, like the raiders and slavers. He barely remembered the old Equestria from his childhood, a wonderful land of peace and prosperity where the only time wars were fought, they were fought with pies instead of bullets. It seemed to be a veritable land of plenty where there was always more than enough food for everypony. It seemed like paradise to Grey, though it was gone now and it wasn’t coming back. As he always said, “Better to work in the present than the past, because that’s where you can actually make a difference.” Putting those thoughts out of his mind, he hurried to the hospital, hoping to save as many of those poor ponies as he could, when he suddenly remembered something.

Two years ago, he remembered being on a smooth flight across the wastes to the next town when he saw some crazy picture in the sky. He vaguely remembered some crazy mares going on about bits and wishes though he couldn’t remember all that clearly as he had been quite smashed on some hard cider at the time as long flights alone can get pretty lonely and boring. He had passed it off as nothing at the time, but if there was truly the potential of wishes that might be a solution to the bleak world around him. Nah… His mind quickly dismissed it as ponyfeathers, distracting Grey with the promise of sweet cider and an evening of pleasant obliviousness to the world around him.

Little did he know that this was actually the start of a grand adventure the like of which hadn’t been seen in ages.

Author's Note

Please enjoy the improved and rewritten first chapter of The World that Came After.

A New Journey

Chapter 2 A New Journey

It had been a week since the incident with the madpony, and Appleoosa was abuzz with theories and opinions. Some believed that it was some divine power guiding the next step in pony evolution, though these folks were normally laughed at and scorned, while others believed that it was fierce retribution for not trying to rebuild their once verdant and peaceful world. The worst were those who did not vocalize their thoughts on the matter. Most of these ponies had originally lived outside of Appleoosa and unknown to the other townsponies they had seen this before. In their fear, these townsponies started a local militia and went door to door looking for any information they could find on these abominations. The mobs of Appleoosa spent nearly every day searching and prowling the town, arresting anyone who they thought might be one of them. Other ponies had gone to the sheriff for help to stop the madness, though he said that so long as they don’t commit crimes they couldn’t be stopped. However one stallion seemed calm and unfazed by the madness overtaking the town, quietly sitting on the roof of the bar taking a nap. He sat up and peered over the edge at the ponies scurrying about below.

“One little incident and suddenly it’s New Manehatten all over again…” Grey Matter had seen this kind of mob mentality once before. It never ended well.

He figured he had spent enough time basking in the warm glow of the sun. He got to his hooves as he shook the dust from his coat, “Time to get to work, I guess.”

Extending his chocolate brown wings and glided from the roof to the ground below. He looked around, searching for his destination, “Now, where was it again?” His pondering ceased when his target, the Appleoosa clinic, came into view. “There it is,” he said, “let’s see what he’s up to today.”

As he cantered over to the clinic he pondered his strange problem with directions. He’d always been great at creating mental maps of cities and towns, knowing where every road twisted and turned, as well as every secret back alley and hidden tunnel. Yet ask him to point out where each individual building on the mental map went and he was stumped. He navigated more through what was near, as well as what he knew was in the relative vicinity, though that wasn’t much help when he was in a new town or needed a specific building instead of a relative location.

He arrived at the clinic and pushed the door open, hoping there wasn’t too many problems plaguing the ponies of this town today. He was still working off a hangover from the night before and wasn’t in much of mood for loud, screaming ponies or medical work. Sadly the former was what assaulted his eardrums the moment he stepped inside.

“What the hay do you mean you’re not going to let me?” a buttermilk colored mare shouted.

“Now, ah’m sorry miss but in yer condition it’s far to dangerous for you to go out and do anythin, and ah know if ah let ya go you’ll just end up gettin yerself killed,” responded the doctor, a male zebra with a slicked back mane, wearing a slightly blood stained apron over a doctor’s uniform.

“Ugh, Zed what’s with all that racket,” asked Grey Matter, “I’m kinda working off this wicked hangover, so if you could keep a lid on whatever that is I’d be grateful.”

“Well, excuse me, ah didn’t know Mister Fancy Pants himself had graced mah humble clinic this morning. All Ah see is a part-timer who’s just showed up late for work, with a hangover no less…and that’s Doctor Zed to you. I didn’t get that fake doctorate on the wall over there just for everypony to ignore it,” the doctor said in an intentionally loud tone.

A moment passed until both stallions broke out into raucous laughter.

“Ah’m just kiddin ya Grey, ah had a pretty crazy time last night too, though ah’m guessin yers involved a lot less slightly illegal medical experimentation.” Zed said in between his laughs.

This was why Grey had stayed in Appleoosa for longer than he had spent in most towns. Zed was a fun zebra once you got to know him. Grey was the only pony in town who was privy to the fact the he was not actually a real doctor. However, in a world where the Blight took ponies every couple of weeks, and those that survived probably get in a stupid fight over drinks, honor, or even legends, no one really cared if he was a real doctor so long as he worked like a real doctor. He was willing to patch up anypony, no questions asked, on the condition they don’t ask what he may or may not do with whatever he lops off or sews back on.

“So who’s the mare ‘Doctor’ Zed, and what’s she going on about?” Grey asked.

“See when ya say it like that it just don’t seem right, like it’s even less believable … well the mood’s ruined now, so onto more important things.” Zed grabbed a chart off of a nearby desk with his mouth and tossed it to Grey.

“She says her name’s … oh dang it, ah just had it…it’s something fancy. Any seco—” He was cut off by Grey reading the chart.

“No-ir E-toil? What kinda name is that for a pony. It sounds like some machine one of the town’s founders would have built.” Grey had never seen any kind of foreign language in his life so this was all new to him. During his short time in Appleoosa he had learned that it managed to stay afloat during the Blight crises thanks to Flim and Flam and their inventions. Their crazy machinations and gadgets ensured a small stream of revenue that helped keep the town running. Now everyone regarded them as the founders of the town.

“That’s Noir Etoile thank you very much!” The mare said indignantly. “I was originally from Prance, though from your garb and mannerisms I can tell you’ve probably never seen someone from such a cultured and high-class place. I managed to make it here before fear of the Blight closed all travel for fear of further spreading the sickness.

“And why pray tell would a fancy mare like yourself want to come all the way out to the Blight-lands of Appleoosa? Out of all of Equestria to travel you go an choose one of the most Blight-cursed places. Now that the Blight has receded it’s gotten better and it’s easier to live here, though it’s still mighty close to the blighted Ruins of Canterlot. From what I heard Prance got the least of it and is still clinging to most of their old ways of life,” asked Grey as he walked over to the nearby bench that was Zed’s ‘waiting room’ and lay down. He thought about how quickly he had seen the common decency of ponies go out the proverbial window once the Blight started corrupting and poisoning the landscape. He’d seen people who were the best of friends murder each other over a moldy sandwich, and young boys forced to kill their pets just to fill their hungry bellies. It just weren’t right.

“I came here to fi—” was all she got out before Zed began to loudly clear his throat.

“Ah was just about to get to that before you two started yer little game o’ twenty questions over there,” said Zed, “she came in here yesterday while you were out at the bar asking if there was anything strange going on, like strange lights and abnormal amounts of energy. Ah told her about them odd glowin lights ah’d seen by the old General Hospital outside town. Before ah could warn her against it she was already off, only showing up later that night covered in cuts and bruises, nearly unconscious. Ah patched her up, and we were arguing about her going back when you came in. That reminds me, how did you get that hangover anyways? I thought you said you weren’t going to drink last night.”

“I got it because I needed something to keep my mind off of what happened yesterday night. What was she looking for that was so dangerous that she got that hurt anyway?” asked Grey.

“She was searching fer a relic or some other,” Zed responded while wiping the blood from his medical tools, “not sure why but she said something about a wish of some sort.”

Upon hearing the word ‘wish’ Grey leapt to his hooves as he realized what she was looking for. That memory he had so readily dismissed as a farce might actually be true if other people knew about it, and he severely doubted such a sophisticated mare would be as smashed as he was at the time. Maybe, just maybe it was true and he could actually find a wish. He didn’t know much though as the memory of the announcement was very blurry, though with a little fast talking and some tricks he could get what he needed from her. He hoped it would be easy as he did not favor the alternative way of finding out.

Now, how I am going to get her to give up the location? he pondered as he truly looked her over for the first time since meeting her. She’s actually quite good looking, though nothing to risk your life for. What puzzles me is how she managed to find and almost collect one of the lost bits. She doesn’t look that tough, body seems too lithe and petite for her to be a brawler. There’s got to be something I’m missing. Grey gave her another once over, checking to see if he missed anything. Female … unicorn….blonde hair, blue eyes … cream-colored coat … hmm, she seems like your everyday average mare. That was when he first caught sight of her cutie mark. It was a strange shape he had seen a couple of times before, though only in scientific books in forgotten libraries and hospitals. A gravity well.

Unless she’s some kind of scientist or physicist, which in this kinda world is doubtful, she was probably one of the Umbrae. The blight had carried more than just death and decay with it when it came, some ponies unlucky enough to get hit by it died as all do, only to be resurrected later with different cutie marks, hazy purple eyes and toxic green irises. These folks had been bathed in the corrosive nature of the Blight, their blood replaced with the same toxic ooze the Blight brought with it. Cutie Marks were always one of the best ways to distinguish one, the eyes were easy to hide with magic or lenses and the blood could have its color changed with a simple spell, cutie marks however were unaffected by magic.The Blight toxins caused a chemical reaction in the bodies of those with abilities, making their cutie mark, or changing it if they already found it, into something based on their abilities. From the gravity well on her flank, Grey figured her ability had something to with manipulating gravity or messing with weight.

Grey wasn’t very fond of the idea formulating in his head, though it was the only lead he had to find those lost magical bits. While he was debating his options, the two behind him had gone back to their arguing. They shouted at each other, going back and forth, neither of them giving an inch until Grey cut through the clamor with a decision he would come to regret. Unfavorable alternative it is then.

“…I’ll take her,” he sighed as his mind screamed for him to stop and throw away this foolish plan.

“What was that Grey?” the Doctor asked.

“I’ll take her to the ruined hospital. You said it was too dangerous for her to go alone, so it should be fine if I go with her. She can find what she’s looking for and I’ll make sure to look after her and keep her safe,” Grey said as he explained his plan.

“Grey, that place is a wreck and you ain’t got no clue what could be in there. Heck, half of the place is covered in Blight clouds so it would be impossible for you to search there,” said Zed.

“Yeah, plus I don’t need a babysitter, I’m a grown mare who can take care of herself,” said Noir.

“Listen lady, Zed isn’t gonna let you leave here if you plan to go there alone. Unless I’m with you there’s no chance you’ll find what you’re looking for, no matter how powerful your abilities may be.” Grey put extra emphasis on the word ‘abilities’ to show that he knew what she was. “It doesn’t matter what might be in there Zed, you know I’m plenty capable of keeping myself safe, plus there’s probably plenty of supplies in there that the town, and more importantly you, could use. Like it or not I’m going Zed, all that’s left is whether she wants to come and whether you have anything you could spare for this little expedition.”

Zed left out an exasperated sigh as he gave in, knowing that it would be impossible to stop Grey once he was so dead set on something. “There’s some gauze and rubbin’ alcohol in the closet over there in case of any light wounds, as well as a first aid kit for the more serious stuff.”

Grey grabbed the gear and placed it into the rucksack hanging by his side. Once he had everything he thought would be necessary, he made his way towards the door of the clinic. As he opened the door, he turned to Noir, still standing in the same place she had been.

“You coming?” he asked. She had a look of annoyance on her face as she nodded her head in agreement. “Well, what are you waiting for, an invitation?”

He thought he heard her grumble something under her breath as they left, though he paid it no mind. As he slowly walked out of town in the direction of the hospital, there was a singular thought going through his head.

I can’t believe I’m actually doing this… Babysitting was not in his job description, especially when it came to snobby, holier than Celestia french mares. They always had to be the top of society, at the height of all social and fashionable trends and it irked him to no end how self-absorbed and self-righteous they are. He dreaded the upcoming trip as it meant spending the next couple of days completely alone with this spoiled little rich mare in the middle of the Appleoosan desert. It was his only lead though and he could not let it slip by, and if that meant he had to babysit a brat then it would just be a suffering he would have to bear … at least until he knew what and where he was looking for. A devious grin crossed his muzzle as he considered the idea of leaving her, weighing the pros and cons in his head. He decided that, as he was not a ‘heartless’ stallion he would keep her safe so long as she was useful and not too annoying.

On the Road … with a snobby French Mare.

Chapter 3 On the Road … with a snobby French Mare.

It had been several hours since Grey and Noir had left Appleoosa. The sun was beginning to set and the desert was cooling. While they were walking Grey noticed that some of the deserts animals that hid from the baking sun were starting to come out and search for food. The desert itself was just as calmer and quieter now that it was night. As they passed Grey the wreck of a caravan, probably from Dodge Junction or maybe even Ponyville. It looked like they had been preyed on by bandits.

Grey looked up at the moon, I can’t be worrying about every caravan, I gotta keep focused. Once I find all these crazy bits then I can start helping these people. Grey thought about how the sun and moon used to be moved by the Princesses, though now they just seem to move on their own.

Noir cantered through the barren wastes as Grey floated lazily above her. He enjoyed watching her walk though the wasted plains, it was a laugh watching her try to avoid stepping in muck or getting dirt in her coat and mane. A couple of miles back she had even freaked out and spent an hour using her magic to remove the grime from her hooves, only to put dainty, frilly slippers on instead.

He had taken to the air, her constant yammering about how he should pay her the respect deserved of a lady made walking with her insufferable. He watched as she walked with the style and grace of someone of her background. Grey eyed her travel gear from above. She had no protective gear at all, instead opting for a fancy full-body dress with a matching scarf that seemed more at home in Las Pegasus, and she was still wearing her frilly hoof slippers, though she kept stopping to clean them with her magic. She even had some sort of crazy umbrella attached to her back to keep the sun off of her, though she had put it away now that the sun had set.

“So how long you been traveling the wastes missy?” he asked.

“That’s Noir, I will not accept being called in such a rude and uncouth manner. Though if you must know I’ve …” she paused, “I’ve never been out of the city much. This is the first time I’ve really explored.”

A newbie … great. This day just got better and better.

“So where’re you originally from then?” he inquired.

“I had just arrived in Manehatten when the Blight hit, and because of my higher social standing, I was allowed into the domed city there. When the dome opened several years later, the raiders had tried to take over and sack the town, though the civilians banded together and warded them off. We kept everyone out while continuing with our lives as if nothing had happened. I was originally one of the top socialites of Manehatten. Museums, parties, entire sociopolitical lives hinged upon my every word. Days were filled with lavish parties and fashionable attire. I knew everyone and everyone knew me, I was even a part of several different secret societies who’s clandestine activities filled my nights with rapturous bliss.” Grey listened to her prattle on and on about her ‘magnifique’ and ‘fabulous’ social life in Manehatten. “Though recently certain events have forced me to forgo that life and join all you ruffians out here in this barren wasteland. Soon, however, I will be back where I belong and I will never have to worry about this disgusting place ever again.”

Grey wondered what could have forced a high-class snob like her to travel the wastes, when suddenly it hit him. He had suspected that she was one of the Umbrae, a Blight-child, back in Appleloosa. He had seen the way the people of Manehatten treated Umbrae and if her abilities surfaced while she was there, they would’ve noticed and chased her out of town.

Grey knew she was hiding something. He had met a couple of upper class ponies on his travels before and there was nothing that would get them to travel the wastes. Maybe if he probed a bit he could get her to spill what it was.

“So, did these ‘events’ change anything about your life?” he began trying to be subtle. “Perhaps a new perception of your life. I mean, your entire life was uprooted and you were forced into something you never knew. Doesn’t that just make your blood ooze?”

“Why what ever do you mean darling?” she asked. “Blood is a liquid, it flows and runs. Why would mine be any different?”

Grey noticed a slight crack in her voice as she spoke. Just a little bit further. He renewed his assault on her secrets. “If something like that happened to me I would probably turn around and give them an evil eye,” he said calmly, “you might even say a ponies who would do such a thing are a Blight on ponykind.”

“I’m just a simple upper-class city mare. I don’t know about you savage folk, but I could never wish any kind of harm on anypony, no matter what injustice they laid upon me,” said Noir.

Small rivulets of sweat were forming on her brow as she fought a losing battle to keep her composure. Just one more push and she’ll spill the beans.. It was then Grey realized he might be enjoying this a little too much.

“I don’t know if I’d be able to stand by and simply wish them well as you say you would,” he began. “It would take a pony with some kind of supernatural ability to withstand that much abuse without lashing out.”

He waited for her response, hoping to hear her come clean about that certain event she’d mentioned. Instead he heard nothing, all was quiet. He couldn’t even hear the sound of the dust billowing in the desert breeze. It was as if time itself had stopped.

Suddenly he felt an ominous presence behind him. He felt a murderous intent stronger than any he had felt in a long time. Eager to create some distance between him and the force, he took to the sky to better survey the area.

He had barely made it five hooves off the ground before he felt a massive crushing force pulling him out of the sky. He hit the ground as the air was forced out of his lungs and he felt like his bones would be ground into dust. He looked up and saw a shadow approaching him from the sky, falling closer and closer, it looked like it was aiming to crush him. He pulled all his strength into his wings and managed to flap his way forwards, his body feeling lighter as he moved out of the crash zone. After a few grueling seconds he pulled himself up and flew back into the air, hovering a couple of hooves above the ground. The object he had seen impacted the ground right where he had been, creating a massive crater as it whipped up a cloud of dust and smoke. He squinted as the dust cleared only to see Noir in the center.

As he tried to process how she could have avoided becoming a pancake without moving he felt a now familiar force pulling him down. He tried to fight it though he was still forced to land.

“La … I mean, Noir, be careful,” he shouted, “there’s something strange g—”

“This was supposed oh so simple. You take me to the hospital, I get what I want, you get your medicine and we both go our separate ways happy and alive,” her voice had lost the prissy charm of before and was now soft and calm, though Grey could feel the vicious and lethal fury hidden behind her unsettling smile. “But a certain someone just had to go poking around in matters that didn’t concern them and now I don’t think I can just let you go so easily.”

“You’ve somehow learned a dark little secret of mine, something I’ve tried very hard to keep hidden. I even created that entire prissy French mare facade just to keep anypony from noticing, yet somehow you saw through all of that. What I want to know is how. Who told you my secret?” she asked.

“Who told me what? I’m trying to figure out what’s keeping me …” He paled as he saw the glow around her horn and realized that the only way she could be standing there was if she was the flying object. But how did she fly? And what was keeping him grounded? He thought back to the clinic when he saw her cutie mark, a gravity well. She was manipulating gravity, making him too heavy to move while making herself weightless to boost herself into the air with magic. He looked back at her; her veneer of calm was slowly slipping away, the smile he had seen earlier was frayed and cracking at the edges, giving way to the fury underneath.

“Grey, I’m only going to say this once,” she said, “you seem to know something that would be impossible for you to know, something that I can’t have you blabbing to any and all. Now I need you to tell me who told you, so that after I finish crushing you to a thin red paste, I can find them and do the same.” The smile never left her face as she spoke.

“No one told me, I swear!” he shouted. “I figured it out on my own after seeing your cutie mark. I’m not trying to hurt you or anything.”

“Grey, I know that’s a lie as we’ve never met before so I could have been a physicist or any other kind of scientist and you wouldn’t have known. Now WHO TOLD YOU!” the anger and fury hidden inside was beginning to surface as her voice rose.

Think Grey think! There’s got to be some way out of this! he thought to himself. Even if he managed to escape this heavy field, she would just make another. He needed a way to temporarily shut them off to give him some time to get back on his feet. He remembered the small knives hidden in his wings. He had placed them there in case he was attacked and couldn’t use his hooves to fight back. This is gonna be risky and I only got one chance, but it’s my only choice.

He shimmied himself so that his left wing was outside the field and took aim at her horn. With a quick flick of his wing the knife sailed through the air and impacted her horn, throwing off her concentration and breaking the spell she was using to hold him down. While she was dazed from the knife, he quickly dashed out of the field and hid behind a pile of rocks.

“Oh Gre-ey, where are you hiding?” she called in a singsong voice.

For such an innocent city mare, this gal is kinda terrifying. He thought. I need to find some way to knock her out, maybe then when she wakes up she’ll listen to reason. He opened the breast pocket of his coat and pulled out a vial of gaseous purple mist. It was a Blight-based toxin he had been working on. This should do the trick. Her blood’s made of the stuff so it shouldn’t cause too much damage.

This was going to be risky, she’d notice him if he simply jumped out of his hiding spot. To distract her he grabbed a rock and tossed it so it hit a rock behind her. He watched her turn to inspect the suspicious noise using the distraction to soar into the air where he’d be safe from the gas’ effects. He tossed the vial towards her, sending a scalpel right behind it. The scalpel collided with the vial shattering it and releasing the contents into the air.

Grey watched from above as she struggled to avoid the smog though she collapsed soon after. Once she was unconscious he used his wings to fan out the area and remove the noxious cloud from the air. He flew down to where she lay, and set down the pack of gear he had brought, pulling out the sleeping mat he had stored and laying her down upon it. He realized it would be a while before she woke up and began setting up the camp area while he waited.

“Whew, now maybe she’ll listen to reason.”

* * * * * * * *

Noir awoke to a feeling of numbness and shock. She had been discovered, she was in danger, she was at someone else’s mercy. She tried to get to her hooves, tried to run, though she was frozen.

Grey noticed her squirming and moved to her side.

“Just calm down there little lady. I already said I don’t mean ya no harm” he said. “Now, let’s get one thing straight. I know you’re one of the Umbrae, and you’re freaking out because you think I’m like those folks in Manehatten who probably tried to murder you, am I right?”

She nodded.

“Well, don’t you worry your pretty little head about that. I ain’t like them and even if I was, I got me a rule about not harming kin,” he said as he lay back on the dusty ground. Noir realized it had turned to night while she was out … and what did he mean about kin? She didn’t even know him.

“You’re probably a little confused, so I want to show you something.” he said as he got back on his hooves. “Look at me.”

She did as he asked though she couldn’t really see where he was going with this. He looked like a simple pegasus. Raggedy silver hair from either age or natural color, mocha coat, tattered doctor’s uniform. Though there was one thing about him that interested her. The area around his cutie mark, a rod with snakes wrapped around it, was a different color than the rest of his coat. It looked ashen and pallid, like a piece of rotten flesh. She realized as she looked closer, it truly was a piece of rotted pony flesh. He had taken some dead pony’s cutie mark, cut it off of their body and sewed it onto his own flank to cover his own. The very idea of it made her want to wretch and she questioned what could lead a pony to do that. Worse, she was now with this crazy pony completely immobile. He might cut hers off and wear it like a trophy.

‘Now, try looking at me again” he said.

As if that would produce … suddenly she felt weird. She could see him in the corner of her eye, though her brain could not register that he was there. It was like he was but she didn’t want him to be. She tried to shake it off and focus directly on him, though every time she was met with the same feeling as her brain denied that her eyes saw him.

“See how that works. I can hide in plain sight, and so long as I don’t draw attention to myself I can force ponies not to notice me,” he explained. “It’s an ability I picked up as a kid, when ‘certain events’ changed my blood to ooze, and made my eyes look like this.”

He removed his glasses with his left wing. Hs eyes, once a brilliant sapphire blue, shifted to a familiar toxic green color. His irises slowly filled with the same violet fog as her own as she realized he was just like her. She saw his eyes return to their original blue color once he put his glasses back on.

“Now do you see? We’re both Umbrae. There’s no need to go around killing each other. The normal population does that enough already,” he said. “So how’s about we try this introduction thing again, okay?”

Noir tried to stand only to slouch and fall over. She was feeling even more tired than before and darkness was starting to envelope her vision. She saw Grey running towards her as she slipped into blackness.

* * * * * * * *

Noir felt a massive pounding in her head as she awoke. It felt like she’d had a magical burnout, though that couldn’t be as she still felt magic flowing through her horn. She remembered a stallion named Grey, he had abilities like she did, though that was the last thing she remembered before everything weNt black Her attempt to open her eyes failed as she moved her, thankfully unfrozen, limbs. She noticed Grey sitting by a fire cooking some of the provisions he brought.

“Ugh … what happened to me?” she inquired.

“You’ve been passed out for a couple of hours. Almost died. I had to use most of my medicine to keep you alive,” he explained.

“What!?” Noir couldn’t believe she had come so close to dying. She had just started traveling and had almost died once already. “I … I … I don’t know what to say. Thank you so much Grey. I’m forever in your debt.”

“You might want to hold off on that. Before I tell you this, I need to you to promise me you won’t get mad again as that’s what led to this originally.”

“Whenever anyone says that, it usually ends with somepony having every reason to be mad,” she said, “though for the sake of knowing, I promise.”

“Okay then, where to start … well, when I told that I knew you were one of the Umbrae you starting wildly attacking and trying to kill me. In order to stop you so I could explain I’m one too, I had to inject you with a sedative to knock you out. I didn’t have any sedatives on hand so I grabbed a serum I’d been working on that I thought might work. It was my toxic blood mixed with the Blight itself to create a concentrated mist. I figured that since your blood was already toxic as well it would just knock you out while your body sloughed off the excess. However, your body kinda reacted differently and started metastasizing and you almost turned into a massive lump of dead scabby flesh. I managed to keep you stable and now we’re here with me making dinner.”

Grey immediately recoiled and prepared for Noir to explode and try to kill him again. Instead she simply said one simple phrase.

“Your flank is mine.”

“Huh?” he asked.

“You owe me for almost killing me. From now on I own you,” she said cooly.

“But …” he cried.

“Massive pony tumor” said Noir.

“But …” he cried once more.

“Massive. Pony. Tumor!” she shouted.

Grey sighed and agreed.

“Now, I’m hungry,” said Noir, “so whatever you got cooking over there, hand it over.” Grey handed her the vegetable soup he had been cooking. “What? Who makes a soup and doesn’t put meat in it?” she asked.

“What kinda pony eats meat? That’s just sick!” Grey retorted in revulsion.

“Hey don’t knock it until you try it” Noir said in response. “I told you I was in a lot of secret upper-class societies. The White Gloves and I had many a meal of delicious ... animal flesh. I mean, have you ever tried bacon? You’d never want to give up meat after that!”

Noir opened up a pouch in her dress and pull out a small bag of meat. She grabbed a slice and held it out, smelling it. “It’s been a while since the last time I had some tasty pork. I keep it salted so that it lasts long and is still fresh when I need it.” She cut off several strips and dropped them into the soup. “That’s better … you want any?” she asked.

“No thank you” Grey replied. “I think I’ll stick with normal pony food.”

“Oh come on! This is totally normal,” she said. “You know what? You’re eating this. You wanna pay me back for nearly killing me? Then eat this meat and know deliciousness.”

Grey was hesitant to agree to her bargain, though he did owe her for almost killing her and there was much worse she could do if refused. “Fine,” he exclaimed with a sigh.

Grey hesitantly took a bite of the now cooked meat. His mouth instantly rebelled against the foreign substance, the bile rising in his throat. He held the meat on his tongue, trying to swallow. He failed and the content of his stomach were voided inside the stew pot.

“What the hay man? I told you to eat it not barf all over the stew. Now it’s ruined!” shouted Noir.

“That was disgusting! It tasted like blood, and metal. I also think I may have tasted somepony’s mane or tail. I can’t believe you and your deranged White Globe friends could eat something so foul!” Grey answered, clearing his mouth of the remaining bile.

“First of all, they’re the White Gloves and they were very kind and agreeable people, just misunderstood. Second, they were not my friends they were acquaintances and associates at best and we only met for monthly meals. I don’t really see what the big deal is anyway. I mean we only took meat from dead … animals and we never hurt anyone. Furthermore the protein from meat is a great and healthy supplement to any diet,” she explained.

That’s the second time now thought Grey. He noticed that whenever she was about to mention what meat it was or where it came from, she would pause and then state that it came from an ‘animal.’ He couldn’t shake the feeling that the meat had far more suspicious origins than she was letting on.

“I still don’t like it. Killing something just to eat it when there’s less bloody options ain’t right and it’ll never be right,” he stated.

“Oh relax, as I said this was from an animal and any blood was removed with the other liquids when it was salted,” said Noir. “If you’re going to be that prissy and sensitive about it then don’t eat it, I don’t even care anymore.”

“And who was the one acting like a prissy little princess earlier?” Grey asked. “I seem to remember you going out of your way to avoid all the dirt and dust, even wearing slippers to keep your hooves clean. I think most folks would agree that’s a lot more prissy than it is to gag when offered some poor critter’s flesh as a snack.”

Grey remembered her completely change in attitude once he told he that he knew about her ability. “Why were you even acting like that to begin with? Your current attitude doesn’t seem to mix your whole ‘high-class socialite’ deal”

“During my little rampage earlier, I told you that was all an act, which is partly true. My dear Grey, in truth it is both real and an act,” she replied. “That was the way most people in my high-society circles in Manehatten and Prance acted, though I use it to lure people into thinking I’m some weak little thing that needs protection. That way if I want I can strike when their guard is down and rob them blind.”

“Now hold on a sec … how could you so casually attack other ponies?” he asked getting angry at her lack of decency. “I may find it vile, but at least the meat-eating didn’t hurt anypony, but this, this is just wrong!”

“Before you get all mad and think that I need to be taken to jail or murdered for my crimes, if you’re one of those ‘vigilante’ types, you should know that nopony at all was harmed when I did this. I just used a little charm, which coupled with my sweet innocent face made them just give me whatever I wanted,” she explained.

“I find it hard to believe they would just give their supplies to somepony for free, even if it was some pretty mare,” Grey replied.

“Oh, you really think I’m pretty? How kind of you,” she said, “I can assure you, on my life, I have never killed a live pony unless my own safety depended on it.” She held one hoof over her breast as she said this.

Grey looked at her with suspicion and contained anger. “So ever since you left Manehatten you’ve been wandering from town to town stealing things from anyone you can lay your hooves on?” he asked.

“You make it sound so cruel and heartless,” she said, “I never take anything they’re going to miss and most times they don’t even realize it’s gone.”

“I don’t know, it still seems a little sketchy to me” Grey retorted.

The rest of their meal was continued in silence with occasional breaks to inquire about each other. Grey told her about his childhood in Cloudsdale, flight academy, his father’s medical practice and his hobbies as a child. Noir, much to Grey’s chagrin, went into much more detail about the other secret societies she had been in, as well as the different heists she pulled on unsuspecting ponies, though whenever her stories mentioned her meat-eating habits, Grey kept noticing the pauses and vague ‘it was an animal’ statements. It was well into the night when they had finished their meals, packed up the cooking supplies and got back on the trail to the ruined hospital.

In the space of half a day Grey had seen this mare go from prissy clean-freak to meat-eating opportunistic bandit. She didn’t seem like a bad mare though, just without a moral compass. While he certainly didn’t really want to be friends with the psycho mare, though at least her company was bearable now. He was left to wonder though, if she was hiding all of this from him for the first two days they had been traveling, what else could she be hiding with all those vague responses. Grey decided that while she had certainly made things more interesting he would remain wary of his temporary companion just in case there were worse secrets buried beneath that winning smile and model figure.

Author's Note

Well that certainly took a long time didn't it?

Sorry about that, that was kinda my fault. This is the first new chapter since the re-write and I wanted to make sure it was as perfect as possible before I posted it, I even had it proofread twice. :pinkiegasp:

Anyway now that it's posted I hope you all enjoy, and thanks for sticking with this for so long while I wrote this. :twilightsmile:

The Doctor Will See You Now

Chapter 4 The Doctor Will See You Now

“Everypony needs sleep,” said Grey. “ignoring your body’s needs and running off to dangerous places while sleep deprived is probably why you got so badly injured last time you here.”

“I’m fine. I’ve never had that much of problem with sleep anyway,” Noir said in response. “My body got used to operating on less sleep than normal and now it just doesn’t need as much sleep.”

Grey was about to explain everything wrong with what she had just said, when a startling revelation dawned on him. Looking over her body, he could see none of the signs of sleep deprivation that he had seen in numerous patients over the years. Her shoulders were not slumped, she had no bags under her eyes, she even seemed more alert and focused than she had during the day. It was almost as if her body thought it was daytime she had just woken from a good night’s sleep.

“I don’t know what kind of crazy mutation is going on that you don’t need sleep, but I certainly don’t have it,” he said. “Unlike you, I’m dead tired right now and I’m going to need at least a few hours of sleep to be ready for searching the hospital. I don’t wanna run in there sleep deprived and get injured like you probably did.”

“I wasn’t injured because I was sleep deprived, I was injured because something snuck up on me and got me from behind,” she retorted.

“I would say your senses were dulled by lack of sleep but that probably wouldn’t change anything,” he mused, “regardless, I still need sleep before I’m willing to go in there.”

“How about this, we’ve still got a couple of hours left until we get there, right?” she asked. Grey nodded in response. “You can sleep all you want, and I’ll carry you with my magic. When we get there I’ll wake you. Deal?”

“Are you sure you can hold something with your magic for that long?” Grey asked. “I do weigh a bit more than your average pegasus and it’s still a ways away.”

“The weight doesn’t really matter,” said Noir. “I’ll just make you weightless with my ability so that it the strain on my magic will only be minimal.”

Grey was about to give up. Even if he got to agree to wait, she’d probably just run off the moment he starting sleeping. Though if he agreed he’d be completely defenseless against this psycho mare who didn’t seem to have much of a conscience.

“How do I know I can trust you?” he asked, “How do I know this isn’t one of your little cons and the moment I close my eyes everything I own will be gone when I wake up?”

“If this was a con sweetie, would I have really told you about how I go around conning people?” She had a point. “That seems kind of counterintuitive, don’t you think?”

“That could all be part of some massive plan you have to lull me into a false sense of security,” said Grey.

“I think you might be over-thinking this. Besides while you may be a goody two-horseshoes you’re not that bad,” said Noir, “plus, if I stole all your stuff and left ... I’d never be able to find out whatever story is hidden behind that dead flesh sewed to your flank.”

Grey was surprised. While he made no huge effort to hide it his doctor’s coat usually covered it. “That is a private matter and I would thank you not to go digging too deep into my affairs,” he said.

“Whatever,” said Noir, “anyway do you want to sleep or not. The decision is yours so either sleep or stop complaining about being tired.”

“Can I trust you?” Grey said with a harsh tone. “I ain’t gonna go along with this without knowing there’s some degree of trust that I’ll be safe.”

“Geez, you really are paranoid aren’t you,” she said. “Fine, how about this. When I was a kid there was this urban legend my friend and I heard about. There’s a special kind of promise you make, I think it was called a ‘Pinkie Promise’ and if you ever break it a pink demon comes out from Tartarus to chase you down until the end of your days. Is that good enough for you Mr. Trusty Pants”

“I guess it’s the best I’m going to get so it’ll have to do,” said Grey with a sigh. “So how are you supposed to do it?”

Noir lifted her right hoof. “Cross my heart, hope to fly, stick a cupcake in my eye.” While she was speaking, she used her raised hoof to emulate the motions she was describing. “It’s that simple, now you have to do it too,” she said.

Grey couldn’t believe how silly that little display was, but if this is what it took to gain her trust it was what he had to do. He raised his hoof.

“No, it has to the left hoof,” said Noir.

“Ugh …” he raised his left hoof, “Cross my heart, hope to fly, stick a cupcake in my ey–ACK!” Grey shouted as he poked himself in the eye.

“There, now can we get on with this little journey? Or do you need me to walk across some hot coals, or maybe even save your life before you’re willing to go to sleep?” she asked.

“Fine,” he grumbled, “here’s hoping that your word is a good as you say it is …” said Grey. “I won’t be long, I should even be fine before we get there. Just a little shut-eye is all I nee—”

“Just shut up and go to sleep already!” Noir shouted.

Grey felt himself get lighter as Noir adjusted his weight. He found a nice spot on the ground to relax and slowly drifted off into slumber. The last things he felt was a calming breeze washing over him as her magic enveloped his body.

* * * * * * * *

Grey awoke to a feeling of something nudging his flank.

“Hey wake up, already! We’re here,” said Noir.

“Ugh…what?” he asked.

“Come on, we’re at the hospital and you need to wake up!” said Noir

“All right, all right, I’m up,” said Grey.

“Now is her royal majesty ready to go find that bit, or do you wanna sleep for a couple more hours?” Noir asked.

“Jeez, what crawled up your flank and died? Last thing I remembered we were on almost friendly terms?” said Grey.

“Yeah, well you didn’t just spend the last half-hour carrying someone, only to find out that they were gonna stay asleep for another two hours after we got here!” she spat. “I even got you up a couple of times and you literally refused to get up like some little colt!”

“I don’t remember any of that. I guess I might of been more tired than I thought I was,” he said with a sigh. “Sorry about that.”

“Whatever, let’s just go inside and find that bit so we can leave,” she said.

Grey picked himself up and began to walk up to the entrance of the hospital alongside Noir. He examined the ruined building as he and Noir passed through the one of the ruined hallways. The once clean white hallways were now stained by grime and the blood of raiders and explorers alike. Ruined chunks of wall and ceiling were scattered around the floor and the paint had almost entirely chipped off. Inside rooms everything that wasn’t nailed down had been taken, drawers turned inside out, scraps of posters hanging from the walls...it all seemed almost familiar.

He shook his head. It couldn’t be, he thought to himself. Though he had seen this hospital many times on his flights to and from Appleoosa he had never been inside before. He couldn’t remember going inside any hospitals since the Blight hit. The last time he remembered being inside a hospital was his father’s clinic a few months after the Blight’s initial wave. His father was preparing to go out and help people in need when there was a banging on the front door. He went to answer, and then…

Grey’s body spasmed as he remembered that day at his father’s clinic. It had been suppressed so deep in his psyche he had forgotten it was even there.

“No…No…Don’t do it…Don’t open the door…They’re going to…” he muttered to himself.

“Grey, what’s going on? You’re starting to freak me out,” said Noir.

“No… You can’t…Stop…. I have to…Dad’s…” He let out a pained scream and collapsed on the dirty floor of the ruined hospital.

“Grey!” shouted Noir as she rushed to his side. “Wake up, you need to tell me what’s going on! Come on, what’ wrong with you!?” She tried slapping him across the muzzle but he just lay there unmoving.

“Celestia dammit wake up Grey!” she shouted.

Still nothing.

“Ugh…Well, if you’re gonna take another nap, I can’t have you doing it out here in the open.” Noir picked him up with her magic one more and began carrying her into a nearby room where she lay him down on the medical bed inside.

* * * * * * * *

Grey awoke to a feeling of cold, grainy feeling on one side of his body. He did not remember falling asleep though. The last thing he remembered was walking through the hospital with Noir when he felt a massive migraine and everything went black. As he opened his eyes, he saw he was lying on a medical bed in some side room. As he pulled himself back onto his hooves, he saw Noir walking in.

He groaned, the pain still wracking his brain, “What happened to me?” he asked.

“You looked like you were thinking about something, then you just screamed and fell over. I tried to get you up but you weren’t having any of it. I dragged you in here so you’d be safe while I scouted the area looking for that bit” she explained. “What happened?”

“Since we entered I had been feeling this weird nagging feeling, like something was horribly wrong but I didn’t know what. I thought it was nothing because I usually get that feeling near hospitals and it never really amounts to anything,” he said. “This was the first time I can remember being inside a hospital though, and as I was looking around something in my brain clicked and I remembered why I usually stayed away…”

“What was it?” she asked. “I need to make sure you’re okay before we keep going. I can’t have you freaking out when there could be creatures lurking in the shadows.”

“I remembered the last time I had been in a hospital…the day my family was murdered.” Grey’s breath became irregular as he dredged up the memory again.

“Oh...Gray…I’m sorry,” she said, “I didn’t know…Are you going to be okay to keep going though?”

“I don’t know. I feel like I’m gonna faint every time I start thinking about hospitals. I’m not really in any condition to move around right now,” he panted.

“How about we try something that might help.” said Noir. “Back in Manehatten, I saw plenty of folks who’d been traumatized by the Blight or what they’d seen. There was this doctor there, he talked to them, gave them a way to work through the pressure calmly and quietly at their own pace. Maybe that’s what you need to do.”

“You think it’s that easy? I just talk about it and *poof* trauma begone?” he shouted. “ That’s not how it wo—”

“Grey, just listen to me for a moment!’ she shouted back. “I’ve seen it happen, we can get through this if you’re willing to talk to me. I’ll only sit and listen, no buts, no fuss, I’ll even use a memory spell after if you want me to forget about it, but you need to work through it. Otherwise we might s well just head back to town!”

“I still think this is a load of horse apples, but I don’t see you changing your mind any time soon…” Gray sighed.

“It one of the first couple of weeks after Blight’s initial wave. Our family wasn’t fancy enough to make it into one of your precious domes, so we prepared a back-up plan. We stocked up on food and other necessities, then once we had a small fortune we found a band of traveling ponies, one of the original tribes of the Unworthy. Just like us they were banned from entering the domes and had joined up to find a way to survive. Together we came up with the idea for the massive series of tunnels that make up the Unworthy’s empire today. With the help of the Diamond Dogs, we created several small city-sized communities connected by tunnels. My family lived there for 6 years while the initial wave passed,” Grey said.

“That doesn’t really explain the whole ‘hospital-phobia’ you got going on though…” Noir said.

“You said you’d listen! No buts!” he shouted. “I’m getting to that if you’d just wait a second.”

“A couple of months after the first wave, the world outside was livable again, though I use that term loosely. My father wanted to leave, to help the ponies and everyone who lived out in the wastes. He had plenty of apprentices so the city would be in good hands. The new leader of the tribes, former Prince Blueblood, wasn’t too keen on this idea and banned my family from leaving. My father had been planning an escape when Blueblood found out and he sent his men to ‘solve the problem.’ My father heard their knock on the door of our underground clinic, and when he saw who it was he had me hide in the bunker underneath the main room…they burst in and...and...” Grey had started shaking.

“Grey, look at me. You can get through this. I’m here. Just look at me, and keep talking. Now what happened? If you want to calm down, we can talk about something else, like Blueblood. From what I’d heard he almost never left Canterlot back then,” said Noir.

“Okay. I don’t know much though, only what I heard from my parents,” said Grey. “When the princesses first created the domes to protect Equestria’s major cities Blueblood wasn’t allowed into them. Even though he was a prince, they said he wouldn’t contribute anything contribute anything to new domed society. After this he actually created the Unworthy to fight back against the domes and the princesses. According to Blueblood, they were raiding Canterlot when the arrival of the first wave forced them out. A couple of weeks later we met up with them.”

“And that’s how your family became part of his underground city?” Noir asked.

“Yeah,” he said.

“I’d never heard any of that before.” she said. “Are you feeling a little better now? We can talk about other things if you’re still not up to it.”

“No, I can do it. Like you said, this isn’t just going to go away on it’s own. I need to get past this.” said Grey as he resumed his story. “That’s when Blueblood’s goons appeared at our house.”

“They burst in. They wanted to know what my father was doing. Why he wanted to leave when he was so important to the city.” Grey’s voice became haggard, his breaths short and shallow. “He told them nothing was going on and that he had decided to stay after all. Then they hit him, smacked him to the ground with a metal rod. They told him they knew about his escape plans and that Blueblood had deemed him ‘too dangerous to keep around.’ My mother jumped in to protect him but she was beaten down without much trouble.” Grey had begun to hyperventilate.

“Gray, focus. Breathe with me. In, out… in, out.” she said.

His breathing calmed a bit. “I saw them grab her through the gate. They said she was ‘too pretty’ to kill-off. He tried to free her but, one of the bigger ones, a minotaur, grabbed him by the throat. I heard him tell my father. ‘You’re gonna die here pal, so I hope you don’t mind if we take this pretty young thing offa your er… hooves.’ I wanted to scream but my father simply looked at me out of the corner of his eye and told me to stay quiet. ‘Oh don’t worry,’ said the minotaur, ‘we ain’t gonna rape her or nothin. We’re just gonna sell her to one of the slave caravans. She’ll fetch us a hefty sum,’ he laughed. Then I remember everything going white as I saw him tighten his grip and slowly crush my father’s throat…”

“Oh my Celestia…that’s just monstrous. I can’t believe you had to live through that Gray. How did you escape though? Wouldn’t they have seen you leave the city?” she asked.

“I was abnormally small for a colt, so I was usually able to slip by people unnoticed. I spent the next two years after that living on the streets. My father’s clinic had been repossessed so I had nowhere to live. I was supposed to be dead, so I mainly ate out of garbage cans and slept in dingy back alleys where no one would look. One day I went back to the clinic and underneath the building in a hidden alcove I found a Blight Shard. My father had been studying it to reverse the effects of the Blight. The moment I touched it I felt a searing pain as it was absorbed into my body. When I woke up, I had the cloaking ability I do now, which I used to escape to the surface.” Grey sighed, he couldn’t believe he had forgotten about his father’s death.

“Wow, I’m honestly amazed you made it through all that. Do you feel better at all? Did talking about it help?” she asked.

“I don’t feel the pressure on my brain anymore, so that’s a start,” said Grey, “I’m not feeling as lightheaded or panicky either so, I think your Manehatten doctor did his job.

That’s good to hear Grey. I’m glad you’re feeling better.” Noir smiled. I t had been the first time he had seen her smile. It was nice. “Are you ready to go now?We still have an entire hospital to explore.”

“Sure. I’m as ready as I’ll ever be.” said Grey. “Hey Noir…”

“Yeah?” she said.

“Thanks for the chat. I honestly feel a lot better and my head’s much clearer now.”

“No problem. Be careful though, I’m not some free shrink…Next time you’re paying by the hour!” she grinned.

Grey shook his head "What is it with you and money?" he asked as he followed her out the door into the ruined hospital again.

Author's Note

I'm really sorry this took so long. I've been kind of busy with my college classes this semester, plus I'm going into my last year so I've been kind of busy. I can assure you though that the next chapter won't take nearly as long as this. I've only got two finals left before the winter break so I should have plenty of time for writing. The next chapter might be a little longer than this in terms of words as it is the end of this first arc of the story.

As always, I hope everypony here enjoyed the new chapter. :twilightsmile:

Scouring the Wreckage

Chapter 5: Scouring the Wreckage

It had been nearly two hours since Noir’s impromptu therapy session, and honestly, Grey was feeling much better thanks to it. He no longer felt like the walls were looming over him, ready to crash down at the smallest inclination, and his breathing had become deeper and more normal.

He still felt some unease as the memories of his parents being brutally beaten played over and over in his head though now that he remembered, he was more concerned with revenge than his fears about being small and powerless. Sometime soon, I think I’ll pay 'His Majesty' an unexpected visit, he thought. The thought of slowly dragging a knife across Blueblood’s pompous little throat seemed more satisfying than it should.

“Grey? Is something wrong? You’ve got a really unsettling grin on your face,” said Noir.

“Huh? What was that?” said Grey, shaken from his dark reverie.

“You looked like you were about to rut some pretty mare,” said Noir. “It was really creepy.”

“Oh…sorry. I was just thinking about what I’m going to do after all this “magical bit” insanity is over. I’ll be able to go back to relaxing all day without a care in the world, ah…” said Grey.

“Whatever. Nothing’s gonna change if we don’t find it though, so keep moving or I’ll leave you behind,” said Noir. “I think we should split up to cover more ground. Call me if you find anything, all right?”

Grey nodded in agreement as he began exploring the area. He couldn’t see much in this area of the hospital. The myriad doors along the walls of the dusty hallway suggested this was probably one of the wings for residents. This hallway was just as somber and decrepit as the rest of the hospital, and a thick layer of grime and dust covered the walls. Underneath the filth Grey could see evidence of what had transpired here when the Blight hit. Most of the windows on the walls and doorways had been shattered and some with stained with what seemed like blood. The chairs were overturned and there were a number of medical supplies strewn carelessly across the floor. When the first wave of the Blight came, the medical ponies here were still probably in business, probably treating those who had gotten injured in the hysteria that followed the announcement that the Blight was coming.

Examining the rooms did not yield much either, other than a coat of dust on his hooves and feathers. The final room in the hallway was different however. Inside the room was, or at least had been, lavishly decorated. Grey saw several destroyed vases that may have been flower pots as well as what looked like long popped balloons. The sheets on the bed had mostly disintegrated over time, yet what remained were the softest sheets Grey had ever felt. He saw some broken bones and dust on the bed that mud have been the skeleton of a filly. Grey figured she must have been from an affluent family given all the decorations he had seen as well as the myriad of machines that encircled the bed. In the middle of all the decorations he had seen, there was something else, something simpler. Sitting next to the filly’s bed, he found a small picture frame. Other than the glass, the picture was in marvelous condition. Whoever this filly was she certainly seemed to care about this picture far more than any of the other decorations in the room. Underneath the layer of dust and grime on the shattered glass, it showed a young pink filly with a tiara who had her arm slung around a gray filly who was wearing a pair of red glasses.

Poor kid… thought Grey. She was probably injured during the first wave of the Blight and came here for help. Her parents probably spent everything they had on all those machines, trying to find anything that would fix her. Grey noticed that there were small drops of blood spattered on the picture. This might have been the last thing she saw as she was dying. And with how many machines she was hooked up to, she probably didn’t have much chance to escape. She probably died here choking up blood as she held this. Grey noticed tears forming in the corners of his eyes. Another foalhood ruined by the Blight…

“Hey Grey, I think I found something!”Noir’s shout woke him from his gloom and he wiped the tears from his eyes. Grey was about to leave when he paused for a moment. It felt wrong to just leave this picture here. This poor filly had her foalhood taken away from her and died here, scared and alone. The least she deserved was a proper burial. Her skeleton was in no condition to be moved, though he grabbed what bones he could and stored them in a small pouch inside his bag. He placed the picture frame alongside it and after a small prayer for the young filly, he made his way towards the sound of Noir’s voice.

“What is it Noir? Did you find that bit yet?” said Grey.

“No, not yet. Though I may have found the most likely place for it.” Noir said as she pointed to a sign on the wall above them. “Director’s Office,” she said, “If that bit is anywhere in this place, it would probably be in there. There’s one small problem, though.”

Grey saw that the pathway had collapsed in on itself, the beams no longer able to support anything after years of wear and decay. “That seems bigger than a small problem Noir. The whole hallway has collapsed in on itself,” said Grey.

“I say this is a small problem because I already have a plan to get past it,” Noir said confidently, “From what I can see, the other side of the passage is still perfectly functional, meaning that this collapsed segment is the only problem. If I use my magic, I can create a small hole in this pile of rubble and we can sneak through it to the other side.”

“That doesn’t really seem safe…” said Grey. “This whole place feels like it could collapse at the slightest provocation.”

“Grey, I know you have trust issues, but you need to trust me on this. I looked around and this is the only way to get into the director’s office. Last time you trusted me nothing went wrong, did it? This time will be the same, I promise,” said Noir.

“I still don’t like it, Noir. This structure could collapse at any second and then both of us would get killed!” said Grey. “It wouldn’t be another trip back to Zed’s to get fixed up like last time! I don’t know about you but there’s still stuff I want to do in life!”

“Grey, it’ll be fine. Nothing is going to happen,” said Noir, “I just need you to trust me.”

“You’re going to do this regardless of what I say, aren’t you…” Grey sighed.

“It’s the only way,” said Noir.

“Fine, but I’m going through first to make sure it’s safe, and that’s final,” said Grey.

“All right, fine with me,” said Noir. “Give me a second to get the magic stable so you can crawl through.”

Grey watched as a yellowish aura spread across the pile of cement and rebar, pieces creaking as they moved for the first time in what was probably decades. It took a few minutes for Noir to get everything set up, though when she was finished there was a hole leading through the rubble. It looked just large enough for a pony to crawl through.

“All right, it’s stable. You can start making your way through now,” said Noir.

Grey got down on to his stomach and began slowly crawling through the tangled mess of rubble. He had to tuck in his wings as close as possible to avoid cutting himself. He was about half way through the wreck when he heard Noir call from behind him.

“Grey, are you almost at the other side?” she said.

“Almost, I have to be careful to avoid cutting myself on all this rebar,” said Grey.

“Well, hurry it up!” said Noir. “I’m not going to be able to hold this up much longer, so I’m going to follow behind you.”

“What? No, Noir that’s too dangerous!” said Grey.

“Well, it’s either that, or I find another way through because I won’t be able to hold it up long enough for you to make sure everything’s safe,” said Noir.

Grey turned his head and saw her hunching down at the entrance to the makeshift tunnel, as she slowly inched herself forwards. Somehow she still had the concentration to keep the spell going, though Grey worried about how long that would last. He continued crawling forward, Noir inching closer to him with each second. He had almost reached the exit when he heard Noir behind him.

“Grey, hurry it up! I don’t want to be stuck in here any longer than I h—" Noir began, but was cut off by her scream.

“What!? What happened?” said Grey.

“I felt something slimy graze the back of my hoof. I’m not sure what it was but it certainly was alive,” said Noir.

“Are you sure you didn’t imagine it?” said Grey.

“Yes, I’m sure! I can still feel the slime on my back hoof and…” she was cut off by a loud creaking.

“Noir what was that?” said Grey. He looked at her and noticed the yellow aura had disappeared from Noir’s horn, and he knew enough about unicorns to know what that meant. They needed to get out of here…now.

He reached his back left hoof towards Noir. “Noir, grab onto to my hoof as hard as you can and don’t let go.”

From the dust falling onto his back and his outstretched wings he could tell they needed to move soon or they would be buried. Once Grey felt her get a good grip on his hoof, he spread out his wings as far as he could in the confined tunnel. He felt a spasm of pain as the collapsing rebar cut his wings, though he managed to keep them extended. I’ve got one shot at making this work he thought as he prepared himself. With one mighty flap of his now injured wings he propelled himself and Noir as far as he could.

Luckily Grey managed to clear the tunnel. He looked at the wreck behind him and saw that Noir had barely made it as well. He heaved a sigh of relief as he pulled some gauze out of his pack and began tending to his injured wings. After he had finished bandaging them he moved to check if Noir was okay.

Other than a few minor scrapes here and there, she seemed uninjured. Most of the rips and tears were in her clothes instead and those could be repaired later.

“Noir? You okay?" he asked.

“Yeah…I think I’ll be fine.” She groaned as she stood up, checking each of her limbs for any injuries.

“Good, now I won’t feel at all bad about doing this,” said Grey. He then sent his left hoof flying as hard as he could straight into Noir’s jaw. The impact knocked her off of her hooves and onto her back.

“What the hay was that for!?” Noir said as she got up.

“I thought you said you had it stable! You could have gotten us both killed!” said Grey.

“I did have it stable!” she said. “But something weird and slimy brushed across my back hoof and I lost my concentration!”

“I don’t care what it was,” said Grey, his voice rising the more he talked, “you need to be more careful, if I hadn’t had enough space for that flap we would both be dead right now!”

“We got out didn’t we?” said Noir still maintaining her air of calm. “Plus I probably could have just thrown up a shield or something. I’m sure we would’ve been fine.”

“I can’t believe how calm you are! This attitude you’ve got is probably the reason you got yourself so badly injured last time,” said Grey. “I don’t know what’s wrong with you that makes you think like this, but I’m not having any of it! Once we’re done here, we’re going our separate ways. I don’t want to be anywhere near you when something does happen.”

“Oh, come on! I thought we were finally starting to get along. I would have almost gone as far as calling you a close acquaintance,” Noir said.

“No,” said Grey sternly, “I refuse to wait here for your recklessness to kill you.”It’s a real shame, we really were getting almost friendly Grey thought. It had been a long time since Grey had had anyone he could truly call a friend. And that’s why I refuse to stay and let you kill yourself.

Grey turned and walked away resolving to search for the bit and hopefully get out of here and away from her as soon as possible. The sign on the wall said the director’s office was straight ahead. It was still his best guess as to where the bit could be hidden.

As he made his way down the hall, he saw a small door with some words above it. As Grey wiped away the thick layer of grime and dirt the words “Supply Closet”became visible. A smile crept across Grey’s face as he thought of what the town could do with any medical supplies inside. The smile vanished shortly after as he recalled how the day had gone so far. With my luck today, it’s probably been raided already… he sighed. He was proven wrong, however, when he looked down at the handle and saw that a lock sitting above it. He crouched down to check the lock and was elated when he noticed it was still functional. Seems nopony’s been in here since the Blight. Maybe there’s still some supplies after all.

Grey still needed a way to get past the lock first though. Looking it over he saw that it had not been completely immune to time’s march and had rusted. While still strong enough to keep anypony out, it could be weakened enough to break through it. Unfortunately, Grey didn’t have anything that could melt through metal, until he thought of a more unconventional method. It’s not gonna be pleasant, but it’s the only chance I got he thought. He carefully pulled out his medical tools from his saddlebag and opened it on the ground in front of him. Using his wing, as it was more dexterous than his hooves, he grabbed the scalpel and a tourniquet. Securing the tourniquet around his leg, he carefully drew the scalpel across the bare flesh of his left fore hoof, biting down on his lip to fight the pain. Several beads of toxic green sludge began ooze from the wound as Grey finished with the scalpel, lifting his right fore hoof to wipe the bloody-ooze from his mouth. Positioning his wound over the face of the lock, he began to squeeze the cut, eliciting another pain groan and new streaks of bloody ooze dripped own his chin. The squeezing ceased when he saw a few beads of the sludge drip onto the rusted lock.

Taking a moment to clean his chin and arm, he quickly dressed the wound with some simple bandages and took to rubbing the ooze into the lock. At first he did not see any kind of reaction, though soon the rusted metal began to fizz and bubble, the ooze corroding the rusted metal. Chunks of semi-liquid metal began to slough off the lock as it melted from the corrosive nature of the Blight-infused blood. Once the process was complete, the lock was a half-formed mess of dripping steel. Seeing the blood had done it’s job, he turned around and used his hind hooves to give the weakened door a swift buck, breaking the lock and blowing the door wide open.

Looking inside Grey could see several supplies that could be useful to Zed. There were spools of clean, white bandages, as well as packages of syringes containing what appeared to be morphine. Grey stored the supplies in his saddlebags along with his medical kit, pleased he had accomplished at least one of his objectives. Now all I need is to search this entire hospital for a tiny coin that may or may not exist…great. He wondered if Noir had made any progress in her search for the bit. He hadn’t seen her since he told her off and truth be told, he was getting a little bit worried. With how reckless she is, she’s probably gotten herself into another mess. I better go find her to make sure she is okay.

Author's Note

:yay: New chapter!

Again, I'm really sorry this took so long, my family is currently in the process of moving; to a house that is only half-built I might add; so I haven't had much time for writing.

Thanks to Mithos for pre-reading and helping with editing this chapter.

Friend

It had been nearly an hour and a half since Grey had started searching. He had searched the entire area twice yet he had seen neither coat nor mane of Noir. He had been a bit worried when she disappeared after their fight, and now he was getting seriously concerned.

This section of the hospital isn’t that big, I should have found her by now he thought to himself. The Director’s Office had proved to be a bust, the entire room was even more destroyed than the rest of the hospital. When he had arrived while searching for Noir, the room had been turned upside down. The bookcase with what probably would have been the director’s medical journals had been pulled down from the wall, his chair was lying on it’s side and the various effects he had kept on his desk had been tossed about. A thick layer of dust coated everything in the room, indicating it had been like this for a while. The safe behind the director’s desk had been large enough to take up half of the wall and was tightly locked with a large steel bolt. Grey had also noticed some papers and files had been wildly tossed around the room though he paid them no mind, as they were worthless now.

Grey had since been wandering the halls of the hospital’s emergency room trying to think of places he hadn’t checked. I just don’t get it, he thought, where could that darn mare have got off to? I would’ve thought she’d have beelined for the director’s office after we split up, though that place was just a mess. From the way that place had been torn apart, it looked she’d she’d already been through there, and the evidence support that theory. The reckless tearing apart of the director’s office, the wanton way all his papers were tossed about, that definitely seemed like Noir’s hoof-work.

Wait a second… Grey thought. I feel like something’s off about those papers and files from the director’s safe. They weren’t anything special though, just patient lists and recorded of the hospital’s expen… Grey stopped as he realized what he had missed due to his worry over Noir. Dad always kept files like those locked up, for the safety of his patients and the hospital, so how did they get strewn all over the room? I don’t think the director himself would leave such valuable documents lying around, though I guess somepony, possibly Noir, could have taken them out of the safe and left them after finding they were worthless. Grey sighed as he lost what could have been his only lead.

He had almost dismissed the papers when he remembered the rest of the room. The thick layer of dust made it clear that nothing in that room had been moved in a long time, yet the papers seemed almost pristine. If they had been left out they would have become dust themselves by now meaning they must have been in the safe until recently. Somepony probably opened it looking for treasure or maybe even one of the bits, Noir certainly thought that’s where it would be. But why would they close it afterwards? Grey paled as he realized the truth, A ruined hospital in the middle of nowhere, a safe that could only be opened from the outside, Noir seemingly nowhere in the entire hospital. The only reason anypony would have for closing that safe now is if they had something they needed to hide so that nopony would ever find it, or in this case, find her.

Grey unfurled his wings and shot down the hallway as he realized what had happened. There’s somepony else here, somepony else looking for that bit. Noir had probably bee-lined for the Director’s Office and managed to crack the safe. But somepony followed her and watched her as she was searching through the safe. After she pulled everything out of the safe and found nothing, her pursuer probably pushed her in and locked the safe behind her, leaving him free to search the rest of the hospital freely.

It took only a few minutes for Grey to reach the Director’s Office. He hadn’t flown that fast in years and it was going to take a few hours to recover from the strain he had put his wings through. As he tore through the doorway, he ripped open one of the satchels belted to his stomach, and pulled out several vials filled with a familiar purple liquid. There’s no way I’m gettin that safe open conventionally, so these will have to do. I can mix up some more later. Uncorking the last remaining bottles of his prototype Blight toxin, he poured the contents over the steel bolt and began using his hooves to rub the substance in, hoping to speed up the process.

Grey’s efforts were rewarded with a hiss as the acidic substance ate through the metal door. Grey strained the muscles in his front hooves as he pulled the now bolt-less door open. The metal screeched loudly as the door’s rusted hinges gave way. The heavy door swung open and Grey peered into the darkness inside. Somehow, he found it was even messier than the room outside. He then noticed a huddled form in the far back of the safe. Noir! he thought. She was curled up in a ball and had hidden herself under a sheet of some kind. Grey had only taken two steps inside of the massive safe when he heard a voice come from behind him.

“Die!” the voice shouted. He felt something, no, somepony jump onto his back. Grey struggled to hold himself up. Whoever this is, they can’t be a pony! It feels like there’s a minotaur wrestling with a bear on top of me he thought as his hooves buckled under the pressure. He tried to fight back or force it off, yet it was no good. He had been pinned. As the weight crushing down on his back intensified, Grey realized that it felt strangely familiar.

“N…Noir?” he choked out with what little air remained in his crushed lungs.

“Wait, Grey?” he heard the voice say as the weight on his back slowly lessened.

Grey turned to see Noir standing behind him.

“What are you doing here, Grey?” she asked.

“I was looking for you,” he said. “When you disappeared after our fight, I started looking around. I found a supply closet with plenty of supplies for Appleloosa. After that, I started looking for you, figured with how reckless you were you’d have probably gotten yourself into some kind of trouble.”

“I wasn’t being reckless! Something just snuck up behind me and pushed me in there when I wasn’t looking!” she shouted, her face turning red, “And another thing, I didn’t need your help! I could’ve gotten out of there on my own!”

“Excuse me? You were stuck inside a giant metal safe, which mind you hasn’t rusted or degraded very much, in a hospital in the middle of nowhere,” said Grey. “How, pray tell, did you plan to get out of there without my help?”

“I don’t know, but I’m sure I would’ve been fine!” said Noir.

“Well, excuse me princess. I’m so sorry I came and tried to help you. Next time I’ll be sure to keep myself out of it.” Grey said. He could feel the steam bursting out of his ears. How can she be so ungrateful? I save her life and she acts like I was getting in the way. “Well, whatever. If you’re so capable I’m sure you don’t need my help, so I’ll just be on my way.”

Grey turned to leave when he felt a tugging feeling on his left hind hoof. Looking down he saw a yellowish aura surrounding it, and a similar one coming from Noir’s horn.

“D…n’t…o,” he heard her mumble.

“What was that? I couldn’t hear you clearly,” said Grey.

“I said don’t go…” The mumbling continued.

“One more time, don’t what?” he asked.

“I said don’t go, okay!” she shouted, her pale white face had turned a surprising shade of crimson.

“What?” said Grey, “But I thought you were so capable that you didn’t need my help?”

“And I don’t!” she shouted vehemently. “But, in case you’ve forgotten, you still owe me for almost killing me with that toxin earlier. That means that I own you and I won’t have some disobedient little colt run off before I get my due.”

Grey exhaled a heavy sigh. I was kind of hoping she wouldn’t remember that. Last time she wanted payback, I had to eat meat. Grey shuddered as he remembered the taste. Who knows what else she could have up her sleeves. “Fine, I’ll stick with you for now, though I refuse to eat any other ponies, or sit by and let you recklessly kill yourself. If I’m going to be traveling with you then we’re going to follow my rules and stay safe, got it?”

“Ugh, fine. You and your rules,” said Noir.

“Rules are meant to keep ponies safe since the Princesses aren’t here anymore!” Grey said. “Now let’s go, we still need to find that bit, as well as whatever it was that attacked you.”

Grey turned to leave yet once more did he feel Noir’s magic tugging, though this time it was his tail. He turned and saw Noir with looking at him with a solemn face and a glint in her eyes.

“If we’re going to be partners, I just want you to know that I’m really…glad that you, you know, came looking for me. I was getting kind of scared since it was pitch-black in there and I had no ideas on how to get out. To be honest, if you hadn’t come back, I probably would have died in that safe and nopony ever would’ve known. So, I just want to say…thank you Grey, and that I would be honored to call you friend,” Noir finished her apology with a bow. “I’m also sorry I was a pain before.”

Grey was, for lack of a better term, stunned. Dear Celestia, I just cannot understand this mare. First she’s going on about how she’s better off without me, then begs me not to go, only to say it’s because I owe her. Now she’s putting on this crazy show. Looking at her as she rose he noticed the twinkle in her eyes looked almost like a star. You know, when she’s not being crude or trying to kill me she’s actually kind of cute, it’s almost a shame I ain’t 20 years younger. Grey chuckled.

“What’s so funny?’ said Noir.

“Oh nothing, nothing at all. We should probably get moving if we want to find that bit and chase down your mystery assailant,” Grey replied.

“Then let’s get going,” said Noir. “Oh Grey, I’ve got an idea. How about we make a friendly little wager?”

“What are you talking about, Noir?” asked Grey. “I thought we were gonna search for the bit.”

“Yeah, I know that. What I propose is that we make a bet on who finds the bit first, and whoever wins get to make the loser do whatever they want. Sound good?” Noir replied.

“Why would I want to do that?” said Grey. “I thought we just decided it was better to stay together.”

“We wouldn’t have to separate for this, plus now that you saved my life, your debt is actually repaid. This way though, I can make you my servant again. It’s just not as fun when I can’t mess with you or boss you around.” Noir said with a smirk.

“I’m not going to play your childish games, Noir. This is serious,” said Grey. “If we’re going to find that bit we can’t be horsing around.”

“Oh come on!” Noir pleaded. “You never know Grey, you might just win, and then you’d get to do whatever you want with me.” Noir flashed him a sultry smile as she licked her lips.

Grey felt his face flush and could almost see his muzzle turning red. While he tried to surpass the upcoming urge, his efforts proved to be fruitless as his wings involuntarily popped out and extended with an audible *pomf*.

“Come on Grey, at least buy a mare dinner first.” Noir said, her voice cracking from muffled laughter.

“It’s not…You…It’s an involuntary action, okay! It never would’ve happened if you didn’t pull that stupid line!” Grey shouted as he tried to calm himself down and thus lower the blood flow to his wings.

“Oh Celestia… I can’t believe… you just… because I…” Noir’s words were drowned out by a tide of laughter as she fell onto her back and began giggling like a school-filly.

“Whatever, let’s just go already. We still need to find that bit and standing around here laughing at me isn’t going to get us anywhere,” said Grey.

Noir simply continued to roll around on the floor, laughing like a mad-mare. Grey could hear a few words mixed in though they were immediately replaced by more raucous laughter.

“Well, if you’re not going to help me look,” Grey said, developing a smirk of his own, “then I might just find that bit myself, then I really will make you do whatever I want.

Noir’s laughter died down as she registered Grey’s words. “So you are up to the bet after all? Then let’s get this started. First pony to find the bit wins,” Noir said extending her hoof.

“Agreed,” Grey said, tapping his hoof against hers.

“All right then,” said Noir, “we start in 3…2…1…”

Grey and Noir took off like a bolt of lightning, racing further into the depths of the hospital. Each pony was searching their hardest, hoping to find the bit first in an attempt to humiliate the other. What they didn’t notice however, was the small chunks of slime that had congregated in the upper corner of the Director’s Office.

“I thought I had gotten rid of that insipid girl.” A deep voice resonated from within the slime. “I guess I’ll just have to take care of both of them myself to make sure that they stay dead. No one is getting that bit but me.” The voice cackled as the slime withdrew itself into the cracks in the wall.

Grey and Noir were too busy searching to notice the smudges of teal slime spread across the hospital were slowly pulling themselves through the walls, all headed to a central location…the hospital morgue.

Author's Note

Well, this certainly took a while to get done. I've already started writing chapter 7, and now that my finals are almost done, I've only got two left, I should have more time, especially since I don't have to spend every waking moment revising other people's stories for my Fiction Workshop.

As always I hope everyone enjoys this new chapter, and thanks to my friend, Mithos for proofreading this.

The Jelly-Colt Cometh

Chapter 7: The Jelly-Colt Cometh

“Hey Grey,” said Noir, “you remember the changelings?”

“Of course I do,” Grey replied, “Not personally of course as I’ve never met one before, though my father did tell me stories about them. I heard they were shapeshifters that looked like some sort of bug-pony fusion. They tried to take over Equestria once but were beaten back by the power they came to feed upon, love. I’ve always been interested in their anatomy and capabilities as even the lowest drone has both a horn and wings like an alicorn.”

“Yeah, and they also have weird holes all over their body,” said Noir.

“That was another facet of them I wished to study one day. Where did the holes come from and why? How does their body work around the fact that parts of it are missing? How do their wings displace the air necessary for flight when there are holes that would prevent such?” Grey said wistfully. “I feel I might never know the answer and that irks me to this very day.”

“Ever since I heard about those crazy holes, I’ve had questions of my own,” Noir said.

“Really?” Grey asked, astounded. “ I didn’t take you for the scholarly type Noir.”

“Oh, I’m no scholar, I just want to know if any of ‘em have ever gotten freaky with those things,” Noir said with a chuckle. “Plus, I heard that the queen is the only female, and that she lays the eggs of every drone in her hive. I can’t even believe how much action she must get on a daily basis.”

Grey’s face flushed with red once more. “N-Noir!? That’s hardly appropriate. I was trying to have a proper scholarly discussion about changelings! This is no time for your perverted delusions!”

“Oh, come on Grey!” Noir said. “I know you’re stone-faced and grumpy, though you cannot tell me you’ve never thought about this before. I mean think about it, a single changeling has like, ten times the holes of your average stallion or mare. They could probably even take—” Noir’s voice was muffled by a hoof covering her mouth.

“I’m just going to stop you there before I hear something I can’t un-hear,” Grey said. “I am a pony of science, and as such I look at other ponies or other species, like the changelings, with only the purest of scientific interest. Lewdness such as yours only clouds the minds and distracts a pony from worthier pursuits.” Grey straightened his coat, standing tall, and trying to exude an air of confidence in his statements. He could not let Noir know that there was a tiny seed, planted by her last few statements, spreading sultry images through his brain.

He felt like Noir could see through his veneer of calm to the thoughts beneath, her sapphire blue eyes peering into his soul.

She sighed, “Oh well, maybe you really are purer than I thought,” she said. Grey let out a sigh of his own as he released the built up tension of his façade. “It’s a shame though,” said Noir as she turned around. “I know plenty of mares who just love it when a stallion isn’t afraid of what he wants,” her head turned and she flashed her most seductive smile, her eyes drawing him in, “myself included, of course.”

Once more, Grey felt his blush deepen to a crimson darker than any he had experienced before. He could not even comprehend the thoughts going through his head, they were too fast and too blurry to understand. All he could feel was a strong heat rising through his gut and back. He felt his wings spring up hard enough to tear the fabric of his coat, pulsing so vigorously that his back felt sore. He felt lightheaded and could feel his wobbly hooves stumbling to keep his balance. He feared he would stumble and pass out from the strain until he heard Noir’s voice, returned to it’s normal, non-sensual tone.

“Yes!” she shouted. “Two for two!” Noir’s laughter rang throughout the halls of the abandoned hospital and she herself began to stumble. “I knew you weren’t as pure as you were saying! Honestly you try to keep up that grumpy scientist demeanor though when it comes to sexual stuff, you’re like some colt who just saw his first nudie mag!”

As Grey calmed himself down from Noir’s latest joke, he realized something. Ever since Grey had found Noir stuck inside of the hospital director’s safe, he noticed she had been more calm and open with him. Gone was the sarcastic and uncaring mare he had known earlier. He had also noticed that since they had rejoined, her tone had changed as well. She seemed less cold and distant, as if she was no longer trying to hide something. Looking at the smile on her face, Grey could see that this, not the mare he started this trip with was the real Noir.

“You know Noir,” he said as she calmed her giggles, “I actually like this side of you much more than the reckless and brash bandit I thought I came here with. You might not know it, but the sight of you rolling around on the floor giggling was actually kind of cute.”

Grey thought he saw her blush though he could not tell for sure as she turned her head away in a huff.

“Wh…Whatever! I don’t care!” she shouted. “Maybe you should try saying that after you find the bit.”

Grey had forgotten all about the wager they had made to see who could find the bit first. They had been searching for a while though the had still not found anything. Grey was starting to doubt if there really was one of the bits here as he felt they had checked every room in the hospital several times over. After having searched what seemed to be the entire hospital for the fourth time they had returned to the large atrium that made up the central hub of the hospital, hoping they could expand their search from there. He looked over at Noir who had fully recovered from her giggling fit and whatever reaction she had from his last comment, and he saw her gearing up to start searching again. He was about to follow suit and chase after her as he had no plans to lose this wager if he could help it.

Though no sooner did Noir start to gallop than did she slip and fall upon her side with a grunt and a thud.

“Noir,” Grey called, “You all right?”

“Yeah, I just slipped on something,” said Noir.

“How could you slip? This is one of the few clean hallways,” said Grey. “It doesn’t seem like there’s very much around here you could slip on.”

“I don’t know,” said Noir, “it was kind of cold and slimy. It actually felt similar to when we were crawling through the debris.”

“So, what? You think some kind of slime creature is following you?” said Grey. “Anything that lived here would died a long…wait a second, what is that?”

Examining the floor near where Noir fell, Grey saw naught but dust and debris, same as any other hallway. Yet when he looked at where Noir’s hoof had actually fallen, he could see a damp spot, as if something wet had been pressed into the ground. “Noir, move your hoof for a second,” said Grey, “I think your slimy stalker may have left something behind.”

Looking closer, Grey could see some sort of gel-like residue stuck to the floor. He leaned in closer to see if he could discern what is was from its scent. “What the…” muttered Grey. “Noir, could you please smell this and tell me what you smell?”

“What? Dude, no!” Noir exclaimed. “I’m not smelling some weird gooey mess that something, or someone, left on the floor.”

“Just trust me on this, please. I need to make sure I’m not just smelling this wrong,” said Grey.

“How can you smell something wrong? That doesn’t even make any sense!” she said.

“Please, Noir? Just come over and take a whiff. I need to make sure this is what I’m smelling,” said Grey.

Noir groaned, “Fine. If it’ll help with whatever it is you’re doing, I’ll smell it.” Noir lowered her muzzle and began to sniff at the strange substance. Grey noticed that he had been right when he saw the confusion on her face. “Is that–”

“Yes. Blueberries," Grey said. “Now what gooey substances do you know of that smell like blueberries?”

“You can’t be serious,” Noir said grimacing. “Grey, please tell me you’re not saying what I think you’re saying.”

“Only one way to find out,” said Grey. With a careful prod at the ooze, Grey carefully lifted a small amount up towards his muzzle. Turning towards Noir, Grey said, “If I keel over, just make sure to grab the supplies from my pack and bring them back to town for me, okay?” With one last careful glance at the substance on his hoof, Grey steeled himself for what he was about to do.

“Bottoms up,” he said, extending his tongue and taking a small lick. Grey swished the goo in his mouth for a few seconds only to keel over a few seconds later, bursting out in raucous laughter.

“Noir…you won’t believe it…it’s jam!” he shouted through burst of laughter. “Blueberry jam!”

“What!? So the mysterious creature that has been stalking me through this hospital and scaring me with it’s slimy touch…is a jar of blueberry jam!” Grey could see the rage building on Noir’s muzzle. “But…I don’t…How is that even possible?” she asked. “I thought nobody had been here in years, and any jam that would have been here would have long gone bad!”

Grey slowly managed to regain his composure, returning to his feet. “I don’t know. Maybe someone’s been here recently. We can’t be the only ones looking for the bits. It could just be that someone was exploring here recently and made themselves a nice sandwich.”

“That would be possible, but answer me this Grey. When was the last time Appleoosa, or anywhere for that matter, had enough fresh blueberries to make a jar of jam?” said Noir. “I honestly can’t even remember the last time I saw a nice jar of jam.”

“Hmm…you do have a point there. Appleoosa hasn’t had much luck with regrowing any of their field since the Blight, and what apples they do manage to get were pretty expensive whenever I saw them,” said Grey. “Though that still leaves us with the question of who left this jelly smudged into the floor?”

“Who indeed?”

“Grey, was that you just now?” Noir asked.

“Huh, what do you mean?” said Grey.

“I thought I just heard someone say “Who indeed?” and there’s no one here but you and I,” said Noir.

“I didn’t hear anything Noir,” said Grey, “Who knows, maybe it was the jelly.” Grey laughed. “There’s certainly enough toxins left from the Blight to cause some sort of mutation.”

“Wait, seriously? You’re kidding right? The Blight toxins couldn’t make food become sentient, right?” Noir asked.

“Yes Noir, I’m kidding. No need to jump at shadows, I can promise that the mean jelly won’t do anything to hurt you.”

“You’d be surprised what it can do, doctor.”

“Okay, that I heard,” said Grey. “Who’s out there, show yourself!”

“Oh, I’ve been here the whole time, I’ve actually been following your movements since you entered the hospital last night, and may I say you’re certainly taking your time with searching this place. Most of the ponies who came sniffing about usually finished in half the time.”

“I said show yourself, coward!” Grey shouted. “Get out here now.”

“As I just said, I already am “out here.” Sweet Celestia what is it with ponies nowadays, over half the races in Equestria can fly, and yet nopony ever thinks to look up.”

Grey turned his gaze to the ceiling, only to see an intriguing sight. Sticking to one of the corners of the wall, where a semi-collapsed archway met the wall, he could see a large mass of jelly, similar to the smudge below them. Within the mass of jam, he could see the vague outline of a pony though he could see no skin, no bones, no mane or tail, nothing that would be present on any sort of living being.

“Dear sweet… What in Celestia’s name are you?” Grey asked.

“Oh, I’m just a pony like you or anypony else, just a little different ever since the Blight. I used to be a normal pony like you, special talent, skin and bones, the works,” the voice said. “I did have a slight proclivity that made me different that most however what most would call an “unhealthy obsession.” I always thought of myself as a sort of connoisseur of fine preserves, though most could not see my love for what it was.”

“So was it some sort of sexual thing? Not judging or anything, I know everypony has their kinks,” Noir interrupted.

“Noir, don’t you think that might be a little bit too personal?” Grey said.

“No, no, that’s quite alright. That’s probably the simplest way to describe it anyways,” said the jelly-pony. “I’m not sure why, though my whole life I’ve always loved the taste, the feel, of jellies and jams. I’d put them on just about any meal I’d eat, day or night, and I’d usually bathe in it at least once a day. Now how I got this–”

“Okay, I’m still not judging or anything, though you gotta admit that that is just the teeniest bit weird and gross,” said Noir.

“Noir, please stop interrupting,” said Grey. “and that is almost the definition of judging by the way.”

“Grey, come on! He bathes in JELLY! That so not normal!” Noir complained.

“Yes, he does, and I happen to remember that a certain mare here enjoys eating other ponies, so everyone’s just as weird as each other, so shush!” Grey snapped.

“He’s still a weirdo…” Noir said in a huff.

“As I was saying, it was a very simple day, while I was in the middle of a jelly bath, when the evacuations began. I heard the sirens blaring as ponies began to gather in the Ponyville town square. According to the ponies there, they were judging who was necessary and important enough to save inside their precious domes. Unfortunately for me, I had no real social standing and my talents were, as they put it, “useless in a world that would no longer have fruit.” Hearing this I went home and resolved to enjoy what seemed to be my last days alive. I spent the remaining days eating, bathing and otherwise enjoying all the jams and jellies I had saved up over the years,” he said wistfully. “On my final day, I grabbed my prized collection, ready to take one final bath in my favorite jams.”

“How could those jams be any different?” said Grey. “Isn’t all jam just made from fruit, and if so, how do you compare them?”

“These were special because they were made from rarer fruits, or other things. I had one of the first bottles of zap apple jam, as well as a bottle of jam made from one of each type of fruit bat, I even had a confit made from the egg sac of a Changeling Queen,” he said.

“I wasn’t even aware you could make jams like that,” said Grey.

“You can make a preserves out of almost anything, so long as you’re not concerned with taste or other petty things like laws. How about we get back to the topic at hand though, shall we? I was comfortably bathing when I noticed the fog of the Blight begin to roll through the town. From my window I could hear as ponies began screaming, trying to flee from the encroaching fog. I had already resigned myself to end it and refused to leave my prizes behind, so I merely sat in my tub and listened to the music of the apocalypse. As the noxious fog began to invade my bathroom, I simply closed my eyes and waited. With each second I could feel the fog dissolving my flesh, chunks of skin and hair sloughing away into the jelly in my tub. Strangely enough, there was no pain, only the calming feeling of the jelly on my remaining skin.”

“But how is that even possible? The Blight is a cloud of concentrated poison deadly to anypony caught in it. Even the Umbrae who survived their exposure still went through the excruciating pain of death before they were reborn!” Grey interjected.

“Even I’m not sure how it happened. To this very day I still have o idea what or who spared me from that pain. All I do know is that as I felt the last few chunks of myself dissolved into the jam, I still felt no different that I had before. I was still conscious, I could still feel my skin and my limbs, I could still hear. As I struggled to open what I thought were my eyes, I looked down at where I had been laying, only to see an empty tub full of jelly. As I tried lifting my limbs or moving about, I noticed ripples forming along the surface. A few moments later, while trying to move one of my front hooves, I saw a gooey hoof-like mass rise from the tub. After a few slight attempts to move the hoof, I noticed it was my own. Somehow, someway, I had not died when I had dissolved, my mind lingering behind to fuse with the tub of jelly. After a few days of trying, I finally gained full control over my new body and was able to exit the tub. This form you see before you is the result, a pony made entirely of jelly.

“That’s all well and good Mr. Jelly-Colt, though that still doesn’t explain what you’re doing here and why you’ve been stalking me,” Noir said in a huff. “I’ve been slimed by you twice so far and since we’re the only ones in this hospital, I’m willing to bet it was you who threw me in that safe!”

“For future reference, my name is Hugh. Hugh Jelly. And I’d be pleased if you’d refer to me as such. The reason to every one of your other questions miss, is the same reason that you two are presumably here for. I want that bit and the magical wish that it can grant. With it and the other bits I could finally go back to being a flesh and blood pony again!” Hugh shouted.

“Well, that’s too bad for you Jelly-Colt, ‘cause that bit is mine!” Noir said, eliciting a sharp look from Grey. “I mean, that bit is ours! Why would you want to go back to being a normal pony anyways? For a weirdo like yourself this seems like it should be a dream come true.”

“You’d think that, though when your whole body is made of jelly, you can no longer taste it or feel it as it slips across your coat. I haven’t been able to enjoy a proper jelly bath in years now!” said Hugh vehemently. “Anyways, it doesn’t seem like you’ve had much luck finding the bit yourselves. Might that because of this?” Hugh pulled a pouch out from the gelatinous mass that was his body. Opening it up he removed a small golden bit.

“Where did you find that!? We’ve looked everywhere!” Noir shouted.

“Oh you’ll just love this,” Hugh said, “it was actually in the safe like you thought it would be!” Hugh let out a laugh. “I’ve been here for weeks now and I hadn’t yet managed to open it, and yet you just stroll in and crack it like it was nothing. I knew the bit was inside so once you had finished opening it, it was a simple matter of knocking you out and leaving you inside. I figured nobody else would be able to open it and you’d just die in there, though this one,” he said pointing at Grey, “just had to ruin my plans. Now I’ve had to take matters into my own hooves.”

“One question before what I assume will be you attempting to kill us, if you would be so kind,” said Grey.

“I don’t normally grant requests but since this will be your last, go ahead, ask your question,” said Hugh.

“If you already had the bit, why are you still here? I can’t imagine any of the other bits are in this hospital and it would be much faster if you went out and searched for them on your own would it not?” Grey asked.

“It certainly would be faster to leave,” Hugh said, “but it’s not really my choice you see. My body is made of jelly as you now know, with all the perks and pitfalls that entails. What may I ask was the weather like on your walk here?”

“It was a pretty warm, though nothing that strange for summertime in Appleoosa,” said Grey.

“And that is exactly the problem. During the summer in a desert area such as Appleoosa, the temperature, even at night, can still be quite hot. What you may not know is that most jellies have a melting point well below 35 degrees. Even walking around this hospital for prolonged periods of time causes me to start melting. I’ve had to coop myself up in the hospital morgue as that’s the only place cold enough to stay solid!”

“Interesting,” said Grey he raised a hoof to his muzzle, “does you body exhibit any of the other properties of gelatin? I’m honestly curious as to how your anatomy works if even your insides are jellied. Is it just one solid mass, or does it mimic a pony’s with organs and veins made of jelly? Ooh, and do you have to eat or ex–”

“Grey I don’t think this is the time to start treating him like a science project,” said Noir. “I may be wrong but it seems to me like he might be planning to kill us.”

“Oh no my dear, you’re quite right. I can’t have anyone knowing I’m here. Plus, if I left you go, you’ll eventually come back to try and steal this bit. Unfortunately, you will have to die here.”

“Not if you die first!” Noir shouted as she launched herself up through the air towards the roof of the ruined atrium.

Once she had reached her target altitude, she leaned into her right hoof as she adjusted her weight to increase the strength of her free fall. She began to pick up speed as her now immense weight pulled her down towards Hugh. She could see Grey below looking up at her as she fell. To the right of him she saw Hugh trying to escape the area, intent on clearing the blast zone before she could hit him.

“Oh no you don’t!” she shouted as she fell. Keeping her weight steady, she shifted her concentration to the jellied mass of pony below her. It was difficult to get a grip on his definite weight as his gelatinous form kept shifting and changing. She did manage to grab hold of what should be his hooves, applying as much weight as she could to them to stop his movements. As she continued her drop she could see him struggling to move as best as he could though she had applied enough weight to him that he would not make it away.

Noir smiled as she made impact with Hugh’s jelly torso. The feeling of jelly collapsing and giving way under her modified weight, while unpleasant and sticky, proved her blow had connected. She could feel each part of him, from his hooves, to his torso, his muzzle, and his jellied mane and tail being crushed as she hit the ground below him.

Satisfied that he had been throughly ground into the ruined pavement, Noir got to her hooves and examined her work. What, moments ago, was a weirdo of a pony was now a large splatter exploding outwards from her point of impact. The nearby area was covered in jelly, with strands of it painting the walls and hanging from every light and structure.

She groaned as she surveyed her outfit. There were several globs of jelly stuck in Noir’s mane and tail and her clothes had been covered in it. “Oh, Celestia-dammit! This is going to take forever to wash out! I’m going to end up smelling like jelly for weeks now!”

“Well, Noir, that’s what happens when you drop like a meteor onto a pile of jelly! It’s going to go everywhere! What did you think was going to happen!” Grey shouted as he examined his coat. “Now I’m going to have to find some way of getting all this jelly off.

“You’d be surprised how hard it is to get rid of,”

“Oh come on,” Noir complained, “are you really still alive? How is that even possible? I crushed you into tiny, itty-bitty, pieces!”

“Yes, you certainly did. And all those itty-bitty, teeny-tiny pieces of me are all still here and still intact,” said Hugh. “One of the perks I mentioned earlier is that jelly, while easily melted, is actually very durable otherwise. No matter how much your crush or squish it, it can always regain it’s shape.

Noir’s happiness disappeared as she saw the individual pieces of jelly from the walls, floor, and even those on Grey’s clothing and her own pulled themselves away and began to reform at the site of her impact. Moments later, Hugh was standing before her as if nothing had happened. How was she supposed to beat him when any damage she could do was recoverable.She was’t sure pummeling him would work if he could reform himself after each blow.

It was at that moment that Grey appeared next to her and began to whisper something in her ear.

“Noir, I have a plan,” he said quietly, “I’m going to need you to keep him busy while I search for where this hospital kept it’s MRI’s. Can you do that for me?”

“Yeah, I can try,” Noir said in response. “Are you sure your plan will work?”

“If everything I’ve seen about his anatomy so far is any indication, then yes I’m sure,” said Grey.

“All right. Just hurry up, I’m not sure how long I can stall him,” said Noir.

“Sure. I’ll go as fast as I can,” he said.

She saw Grey take off in a rush behind her as she tried to figure out some way to stall Hugh. She could not outright defeat him or even fight him for that matter, as any blows she gave would probably be nullified. How are you supposed to fight someone when they’re almost tailor-made to stop you. Battle strategy had never been Noir’s strong suit, though in her defense she never really had to fight, she only ever needed to charm her way through it and people would fall in line. She briefly considered the prospect of trying to charm Hugh, though she dismissed the idea. To her knowledge, his jelly body did not possess the necessary organs for her to charm, plus he already seemed like he was in a committed relationship with jams and jellies. She laughed at the thought of him marrying a jar of jam.

“What are you laughing about pray tell?” Hugh asked. “Your not really in any position to be making jokes right now.”

“Oh nothing,” she said, “ just the thought of you marrying a jar of jam.”

“What!” he shouted. “That’s preposterous! I can’t even beg–”

Hugh’s complaints were cut off by a heavy punch that sailed right through his gelatinous face. Noir’s hoof retracted from it point of impact in the crater that was Hugh’s face, covered in jelly as it was before, only to have his face reform itself shortly after.

“I already told you that won’t work,” he said with a scowl.

“I figured as much,” said Noir, “though I don’t have much in my repertoire but this so it’ll have to do. I’ve noticed it takes a few seconds between your reformations so if I keep pummeling you, you won’t be able to properly reform fast enough.”

“That may work for now, though I doubt even a brute like you could keep punching forever,” Hugh said.

“Oh, I don’t need forever,” Noir said with a smirk, “just long enough.”

“And just what does th–” Hugh was cut off once again by Noir unleashing a rapid onslaught of weighted blows to his face and torso.

As she had predicted, he wasn’t able to properly combat her while she was pounding his face into the concrete. She knew she wouldn’t be able to keep this up for long though, and hoped Grey was able to quickly find what he was looking for.

* * * * * *

Grey’s flight through the halls of the hospital was difficult as the tight winding corridors made it difficult to fly at more than a crawl. Every corner or staircase required him to slow his pace so that he could turn effectively and it was really wasting his time. He knew Noir couldn’t hold out against Hugh forever so time was of the essence. He needed to find those MRI machines.

So far, the MRI machines were their only chance that Grey could think of. Well, not so much the MRI’s themselves but what was attached to them. Most hospitals I know of had at least one MRI machine before the Blight hit, and though we never had one at Dad’s clinic, I still know a bit about them. Grey remembered what his father had said about the MRI’s at Cloudsdale General Hospital when He had taken Grey on a tour when he was younger. He said that the machines needed to be kept cold to function properly, and that hospitals would usually keep several tanks of liquid-nitrogen for that purpose. Grey knew that this hospital should have at least one MRI and with it a supply of liquid-nitrogen to keep it cooled.

He remembered seeing the MRI’s while he was searching for Noir. They had been in the radiology department two floors below where the Director’s office was, to the right behind the emergency room. It took him several minutes to navigate the stairwells and hallways down to the radiology department though, once he got there it was relatively simple to get inside. The door had been locked, though years of rust and decay made it easy to break.

Once inside, he made his ay through each of the rooms, searching for the MRI.

“X-rays, nope.”

“CT scan, no.”

“Ultrasound…still no.”

“Mammograms, not a mare so nope.”

“Come on, where are they,” he said losing patience.

“MRI, finally!” he shouted. “Now where would I find that liquid-nitrogen?” He searched around the machine, to no avail, until in the back of the room he found a large container marked “Coolant storage.” The lock on the container had become broken and was no longer usable. Grey groaned. I don’t have time to break this open, the rust is to new. I’m all out of Blight toxin as well as after busting that supply closet open. What to do, what to do. Come on Grey. Grey’s face paled as he remembered how he opened the safe. Am I really going to do this twice in one day… he groaned once more, this one much more angry than the last. It’s not like I’ve really got a choice now, is it.

Taking out his medical tools, he grabbed the first scalpel he could find and begin to make a second incision, this time on the opposite hoof, once again squeezing out some of the toxic slime that filled his corrupted veins. As sludge met lock, he could see the rust begin to fizzle and bubble, metal and rust beginning to melt away. Grey couldn’t wait for the process to complete on it’s own so he grabbed a nearby piece of metal, placing it in between the lock and the container door. The pipe combined with his weight acting on the now weakened lock proved sufficient and the lock burst as the container swung open. Inside were several racks with tanks of liquid-nitrogen. I guess I can count myself lucky they had gotten a new shipment before the Blight hit. Tank in hoof, Grey flared his wings and began the flight back to the hospital atrium where Noir was waiting for him.

* * * * * *

Noir felt like she had been pounding down on Hugh’s jellied face and torso for hours. She didn’t know how many times she and crushed his face, only for it to reform moments later with the same tired grin on it. She was getting tired herself, and wasn’t going to be able to keep this up for much longer. Where are you Grey? I’m almost out of strength.

Noir hoof was about to impact Hugh face once more when she felt it stop in mid-air.

“Now, I told you that wasn’t going to work forever, didn’t I?”

“You are fucking kidding me!” Noir groaned. Looking up from the jellied mass that she had been pounding on from the past fifteen or so minutes, she saw a gooey hoof grabbing onto hers. The hoof led up to a similarly gooey pony that was an exact replica of the pony she had been beating on. “What’s next, you’re gonna make a Celestia-damned army of yourself to take over the world?”

“No, maintaining two bodies like this is hard enough. It took me this long just to figure out how to properly split my body into two separate but still controllable bodies,” Hugh said. Even now I don’t really have full control of both and don’t really know how to control both at once, though one should suffice for now.”

“And why is that, I could easily fight both of you at once,” Noir said with a smirk.

“I don’t doubt that you could. Your entire strategy however, is built on keeping me unable to recover from your attacks so if you attack one body, I can use the other to keep you busy.”

“Whatever, that just means I have to attack both of them,” Noir said. She threw a weighted punch at the Hugh holding her hoof, only for him to dodge as the Hugh she had been beating on threw a punch of his own, knocking her down from her perch above him.

Noir returned to her hooves and faced Hugh, both his bodies standing in front of her. She leapt forwards, throwing punches at both bodies in front of her. They easily dodged and delivered blows of their own. Getting hit from both sides at once was not something Noir was expecting and had caught her off guard. Noir fell to the floor coughing up a small amount of blood as she struggled to stand.

“Oh, I’m sorry, was that too much for you? Where’s all that pomp and bravado from before?” Hugh said with a sneer. “It seems to me like your starting to slip. Is fighting two people too much for little, old, you?” Hugh began to laugh as he cantered over to her bruised form.

“Oh, you did not just call me old!” she shouted.

Noir quickly turned to strike as he got closer, only for Hugh #2 to slam into her from the side, knocking her into the hospital’s wall. As she slumped up against the wall, trying to catch her breath, she felt her attacker, Hugh #2 pick her up and toss her over to Hugh #1. As she was tossed through the air she was met by a swift hoof to her ribs as she choked on the blood that had risen to her throat.

Noir collapsed on the ground in a mess, unable to stand, as she coughed up even more blood from her damaged organs. This was the first time she had been in a fight that she wasn’t sure she could win. Pain wracked her body as she felt the Hugh standing over her, Hugh #1, pick her up by her neck, holding her at eye-level.

“And you were so close too. Just a bit more and maybe your punch would start damaging me,” Hugh said, before bursting out in laughter. “I told you from the start that this is how it would end. With my gelatinous body, your punches and attacks have no effect on me making any resistance entirely futile.” Hugh #1 scanned the area, “It’s a shame your little friend left you here to die. Maybe he could have done something to help and saved you from your unfortunate fate. Oh well, time to end it, I guess. Hey Hugh #2, get over here it’s time to finish her off!”

Yet there was no response to be heard in response to Hugh #1’s order.

“Hugh #2! I said get over here!” he shouted. “What’s going on, you're a part of me so you should be her–”His face paled in astonishment as he looked behind him.

His other half, Hugh #2 stood frozen in place, a look of complete fear overtaking his features, completely frozen solid.

“What!? But…how!?” The only remaining Hugh stumbled over his words as he tried to figure out what happened to his jelly clone.

“I didn’t leave you know,” he heard whisper into his ear.

A sense of fear overtook him at once as he began to feel a cold sensation coming from his back hooves. Looking down, he saw that both his back hooves had been frozen in the same way as his clones. He tried to move them, anything that might free them from their icy prison.

“What the fuck is going on!?” he shouted, eyes bulging as he struggled to free his legs.

“I wouldn’t do that if I were you,” said Grey as he emerged from his cloaking ability. “Gelatin has this funny little property where, when frozen, it becomes as brittle as glass.” Flicking a hoof against the frozen statue of Hugh #2, Grey shattered the clone, a small pile of icy shards forming where the clone pony once stood. “Now I’d suggest you let go of my friend Noir, as well as that bit we came for before you suffer the same.”

Hugh released Noir as she slumped on the ground, still in pain from the injuries she sustained. He did not however release the bit.

“That bit is solid gold, so even if you’re frozen solid I can easily pull it out of your shattered remains,” said Grey. “My offer of mercy is purely for your benefit. Take it or leave it.”

Hugh attempted to struggle once more, only to shatter the jelly connecting his hooves to his torso, causing him to fall to the ground. He began to crawl to where Noir was laying. Eliciting another spray of liquid nitrogen from Grey freezing his torso and one of his arms.

“I won’t ask again, stop and release the bit and I will let you go alive,” Grey said sternly, “don’t however, and you will die here.”

Hugh continued his crawl unabated. As he reached Noir’s bruised body, he used his one good arm to break a shard off of his body, intent on stabbing her and finishing the job he had started. As he raised his arm, prepared to make the final strike and end her life, a final blast from Gray ended his ambitions once and for all.

With Hugh dealt with, Grey went to check on Noir. She was coughing up a decent amount of blood, the same toxic sludge that ran through his own veins. He made sure to keep his coat and skin clear of her coughs, the substance fizzing and bubbling as it slowly ate through the uppermost layer of concrete that made up the hospital floor. Her body was also quite bruised, though she was not as injured as she seemed. Most of it was superficial injuries that would heal over a few days of rest after proper treatment. The worst was the blood as it could mean she was suffering from some sort of internal bleeding. Luckily, the blunt trauma from Hugh’s blows was not that severe so he could probably rule out internal bleeding. He still felt the need to check if she was still conscious and not suffering from any sort of trauma, physical or mental.

“Noir, can you hear me? Are you able to stand?” he asked.

“Grey? I…Is that you?” Her voice sounded strained and weak.

“Yeah, it’s me. Don’t worry, Hugh’s been dealt with and your safe now, though I do need to get you out of here so I can treat your injuries. Are you able to stand, or do you need some help?” he asked again.

“I should be fine in a bit…haha, get it? bit,” Noir laughed weakly.

“Noir, you might not be in critical condition right now though that doesn’t mean you should be taking this lightly,” Grey said. “I need to get you somewhere where I can properly examine your wounds to see how extensive the damage is.”

“Grey, don’t be such a worry wart. I’ve had worse on a typical saturday night,” said Noir. “All I need is a good night sleep and a nice meal.”

“Noir, this is serious!” Grey shouted. “If you lose anymore blood, you’re in danger of going into shock! You could die!”

At the mention of death Grey could see Noir veneer of calm slip. Her faced changed to one of deep contemplation. “Fine…I’ll behave. Now just do what you have to,” she groaned.

“Unfortunately, I don’t have anything for treating blunt trauma. Unlike invasive wounds, like gunshots or blades, blunt trauma like you is entirely on the inside. I can’t really get inside to treat you without cutting you open; something I’m not sure you’re all to keen on,” Grey said with a smirk. “Even then, there wouldn’t be much to treat anyways as most of the damage is just from the impact of Hugh’s blows. Since there’s no internal bleeding, we can assume that nothing inside you ruptured meaning most of your wounds will probably heal with rest.”

“So what are you fussing over then if there isn’t anything you can fix?” she asked.

“I was telling you to calm down because the sooner we start your relaxation, you sooner you’ll be better," Grey said flatly. “What I would suggest is that we start right now. I’d still like to get you checked out back in town however, so I would suggest that you take a nice nap and start relaxing while I carry you back to town. Sound good?”

“Are you sure that’s all you’ll be up to?” Noir asked, a grin spreading across her face. “I mean, I’m a young, impressionable mare alone with a stallion, and you’re asking me to just let my guard down and sleep while you do whatever you want? Grey, you fiend! How could you suggest such a scandalous thing!”

Grey could see she was stifling a laugh as she spoke. “Fool me once, shame on you. Fool me twice, shame on me. There’s no way you’re fooling me three times,” said Grey. “We both know I don’t have any intentions of the sort. Plus, I was willing to do the same for you on the way in.”

“Oh, you’re no fun,” Noir said in a huff. “I almost had a hat-trick.” Despite her protests, Grey could see that she was starting to relax, a yawn escaping her lips. “Fine, do what you need to do. Just wake me up when we get back to town all right?”

“Sure thing,” said Grey.

As Noir made her self comfortable and drifted off into the first sleep he had seen her take, he hoisted her onto his back, prepared to head back to town and deliver the good news to Zed. With the stash he had found, the town should have more than enough medical supplies to last for another few months at least.

Making sure not to forget, he wandered over to the living statue that used to be Hugh. Still buried deep within the liquid form that was his torso, Grey could see the small pouch that housed the bit. Sorry for this Hugh, but I did warn you, he thought before turning and giving a sharp, powerful buck to the frozen pony, shattering it into dozens of shards of frozen jelly. Bending down, he reached out to the shard that housed Hugh’s satchel. You won’t be needing this any longer. With a heavy stomp, Grey crushed the shard under hoof, and pulled the satchel out from the mass of tiny shards that remained.

He placed the satchel around his neck securing it to make sure it would stay as he cantered towards the hospital exit. One down, however many to go…maybe this won’t be so hard after all. he thought as he walked. At the very least, Noir’s certainly going to make this interesting.

Author's Note

Well, this certainly too quite a long while to write. Sorry this was such a long wait. Originally I had the chapter almost finished but I decided to merge this chapter and the next chapter to finish this first arc now instead of later. The result is the 7,645 word chapter that makes up a fourth of the entire story.

Anyways, as always I hope you enjoyed reading this chapter and know that I'll try to hurry a bit faster with the next one. The next chapter won't be nearly as long as this so it shouldn't take that long to write up.

Thanks for reading :twilightsmile: and thanks once more to Mithos for pre-reading and editing.

After a Hard Day's Work

Chapter 8 After a Hard Day’s Work.

It had been several hours since Grey had left the hospital with Noir on his back. One of the first things he had noticed when he started carrying her was how surprisingly light she was. Given her size and how she looked, Grey assumed she was probably around twenty-two years old. It was then that he noticed that if his assumption was correct it would mean that he was getting flustered and red-faced earlier over a mare that was almost half his age. Mares these days, no sense of decency whatsoever he thought.

They were still an hour and a half from Appleoosa and, even with his oddly light passenger, he was beginning to feel a bit tired. He contemplated the idea of finding some shelter to retire to where he could relax for an hour or so. Unfortunately, most of the stretch of land from Appleoosa to the hospital was empty land, and the nearest spot he could think of to rest would be about three miles to the east. He remembered seeing the ruins of dozens of tents and longer buildings, one of the buffalo settlements that collapsed after the Blight. With no possible rest stop in sight, Grey let out a sigh and continued his march towards the town.

* * * * * *

Grey arrived in Appleoosa two hours later. He felt exhausted and he could feel his legs wobbling under the pressure, unable to hold him up for much longer. He made his way through the town center towards Zed’s clinic. He thought it was odd that he found it so easily this time when normally it took ten to fifteen minutes. As he thought about it, he realized that his inability to find Zed’s clinic before might have been because, deep down, he didn’t want to go there. Before he even knew about it, his fear of hospitals was probably leading him away from it subconsciously.

Grey let out a small laugh as he walked through the door to Zed’s, Noir and the supplies he found still on his back. He felt Noir stirring from her sleep and her eyes flittered open. He kneeled down to let her off, and as she began to compose herself he made his way over to Zed.

“Well, look who finally decided to come back. You two manage to find your “magical, wish-granting” bit?” Zed asked, his voice dripping with playful sarcasm.

“Actually, yes,” said Grey. “And you should be happier about our little venture, this isn’t a bag full of rocks on my back.” said Grey pointing at the medical supplies.

Unlatching the satchel for his back, he handed the supplies over to Zed. Zed opened the bag to examine them, and Grey could tell from the glimmer in his eye that there was a smile underneath his medical mask.

“Hoo-wee! Grey, do you know what all this is?” he asked. “With these kinds of supplies, Ah could do so many experiments! Ah might even be able to create an army of zombies like my totally real brother Ned!”

Zed’s outburst was met with nothing but a stunned look in Noir’s eyes, while Grey’s leveled a deadpan stare at him. “Zed, I thought one of the prerequisites of you living here was that you didn’t do any insane experimentation,” said Grey. “The good people of Appleoosa have been letting you live here and have even been letting some of the smaller genetic manipulation slide due to the good you do for the town, though I don’t think they’ll let this slide so easily.”

Zed groaned, almost comically loud, “Stupid Appleoosans, never lettin’ me have any fun.” Zed said pouting. “Fine. Congratulations, Grey, ya just saved the fair folk of Appleoosa from succumbin' to the zombie horde,” said Zed in the most mocking tone he could muster. “Now, how does that make ya feel?”

“I feel like you’re making fun of me, though knowing you, you probably would have gone through with it and I would have had to save your sorry flank from an angry mob again,” said Grey with a deadpan look on his face.

“Again?” Noir asked finally fully awake after her restful slumber. “Grey are you telling me he’s already raised an undead army before?”

“Not an undead army, though…hmmm…” Grey scratched his head with a hoof, “how to explain this. Remember when Fillydelphia had those rumors about “Super-Umbrae” attacking the city?”

“Yeah, there were news articles and they had a several wee…oh you have got to be kidding!” she shouted as she realized what Grey was saying.

“Yeah…”Grey rubbed a hoof along the back of his neck. “Zed and I first met in Fillydelphia. I was scavenging around for food and he saw me as he passed by. When he started approaching me I acted on instinct and hid myself with my ability. He didn’t leave though, just started dancing around and cheering about how it was the coolest thing he ever saw and how he wanted to experiment on me and find out how it worked. It was then that he offered me a job as his assistant so long as I let him do whatever experiments he wanted on me.”

“That’s insane! How could you agree to be the guinea pig of someone who was, and still is in my opinion, completely insane!?” Noir asked, incredulous.

“Unlike some important and powerful ponies, I didn’t have a nice dome city with plenty of food and shelter. I spent every day just scrounging enough to survive, and here was someone who was offering me everything I could ever need, plus he was the first person to learn about my ability and not be ‘terrified of the monster.’ Of course I took him up on his offer,” said Grey.

“It was a few weeks after I became his assistant that the incident happened.” said Grey. “He was testing me to see how I reacted to different forms of potions he had made and—”

“Wait, wait, wait,” Noir interrupted. “You make potions? Magical potions? With all that voodoo hexing and stuff? I thought you were a scientist?”

“Young lady, Ah may be a scientist but don’t mean Ah forgot ‘bout my heritage. The zebras are known far and wide for their mystical potions and Ah ain’t gonna be the zebra who breaks all that tradition!” Zed said with a tinge of anger in his voice.

“Can we get back to the story please?” asked Grey. Noir and Zed ceased their argument as Grey began to continue his recounting of that day. “As I was saying, Zed was trying some potions on me to see how I reacted. He wasn’t really cleaning me off after each test either so in retrospect, it was honestly an accident waiting to happen.”

“Hey, ya survived didn’t ya!?” Zed shouted.

“Zed, stop interrupting!” Grey shouted back. “Great, now I forgot where I was in the story, thanks a lot Zed.”

“I believe you were talking about how Zed has no sense of workplace safety whatsoever,” said Noir.

“Oh, right,” Grey said as he returned to his storytelling. “I can’t really remember what it was that set me off, but one of those potions knocked me out cold. When I woke up a couple of hours later, Zed here was carrying me on his back and running away from a large crater in the middle of Fillydelphia with what seemed to be the entire city on our tails. He told me that I had turned into a giant monster and gone on a rampage.”

“Two questions. One, how did you change back and two, how did the both of you get away without being lynched?” Noir asked.

“According to Zed I changed back to normal after a few hours, one second I was smashing a building, when suddenly a poof of magic, and I was a normal pony falling out of the sky. What was really problematic was that the good people of Fillydelphia saw the whole thing, including Zed pulling me out of the crater I made when I fell. They thought that Zed was making an army of ‘Super-Umbrae’ to take over the world. Rather than explain, Zed thought it would be better to try and outrun them,” Grey explained.

“Course Ah did, you ponies always assume that zebras are evil witch doctors or monsters!” Zed complained.

“Oh come off it Zed, I know for a fact that the Elements of Harmony were friends with a zebra,” said Grey.

“Oh sure, the bastions of good, role models for all of Equestria had one zebra friend, which totally excuses the rest o’ ya!” Zed shouted. “Heck, the only reason we’re not persecuted anymore is because they’re more scared of the Umbrae and their actual super-powers than the assumed evil magics of zebras!”

“Zed, I’m sorry for the continued persecution of your people, but it’s over now. Grey, myself, and the rest of our kind are the ones being driven out of towns with pitchforks and torches now, so I think your free pass for the ‘whine bar’ has expired,” Noir said flatly. “Now if you wouldn’t mind, I would like to finally hear the end of this story. To be honest, I’m not sure why we even started, so if we could move on that would be great.

Not a sound was heard throughout the back-alley clinic, save for the quiet grumbling of Zed.

“Thank you. Grey, continue,” she said.

“So as I was saying, Zed tried to outrun them, which was when I woke up and noticed I was normal again. I asked him what happened and he gave me a quick summary while running, followed by him screaming to run myself if I was conscious enough to talk. I knew there wasn’t going to be much chance of talking now that Zed had tried to flee, so I grabbed him and took off into the sky. I flew up to the sun and used the brightness to blind the mob as well as the pegasi who were flying after us. Once that was done, it was a simple matter of using my cloaking to hide from them while Zed and I escaped,” Grey explained. “Zed insisted we return to his lab and get his supplies, though when we got there it was surrounded by a bunch of townsponies who burned it to the ground. We left that night and never returned.”

“An’ now that Ah got these supplies, Ah can finally rebuild the lab that was lost to those idiots. Maybe now I can actually have some fun,” said Zed.

“Or, you could actually do some good for this town for once,” said Grey in return.

“What is it with you and that goody-two-horseshoes routine?” Zed asked, “don’t it get tirin’ sometimes?”

“I’m just a simple pony, trying to do what’s best for the others around him. Nothing more, nothing less,” Grey said flatly, though there was a hint of a scowl in the corners of his face.

“Whatever yer reason, thanks for the supplies Grey,” Zed said with a smile. “And just so you know, Ah do plan to help the town with these, the ‘zombie army’ thing was just a joke.”

“I know Zed. As much as you might say you hate ponies for persecuting your people, and as much as you try to play the mad doctor who has no care about anypony else’s emotions, I know you do care deep inside that crazy head of yours,” Grey said returning the smile.

It was then that Grey pulled him into a hug. It wasn’t much and didn’t last very long, though Grey couldn’t really remember the last time he had actually thanked Zed for everything he had done for him. Regardless of all the bad times and crazy experiments, Zed had given him help when he needed it most, and had been like a brother when he had no one. As strange as it was to believe, Zed was the closest thing he had to family left in the world.

“Aw shucks, now ya got me gettin’ all teary eyed,” said Zed. “But you tell any of those losers out there and I swear I will hunt you down and see how much experimentation your body can really take.”

There was silence for a few seconds, until Zed and Grey both broke out in laughter. After they had calmed down, it was Zed who broke the resulting silence.

“So, what’re you two gonna be doin’ now that this is over?” he asked.

Grey hadn’t really thought about what would happen after they returned. Originally the plan was that this was a one-time thing and they would part ways afterwards, most probably never seeing each other again. He felt a little bad about leaving Noir after everything they had been through, but it was what they had agreed upon. He couldn’t suddenly ask her to go with him after they said they were done.

“I’m going to find the rest of the bits so that I can get my wish,” Noir said.

“That sounds like a plan, missy, but don’t ya think it might be a mite dangerous on yer own?” Zed asked.

“I know it will be difficult, but I don’t really have any one else I know. Grey is quite busy here with you, and I don’t really know anyone else in this town,” she said.

The stallion in question merely stood in place and thought about his options. What was he going to do now that he was no longer helping Noir? Was he going to go after the rest of the bits on his own, stay here with Zed and help the town, wander the world some more and try to help other towns?

“Oh, Ah’m sure Grey here would be happy to help you with that. Besides, he ain’t much use to me here. Ah’ve got everything Ah need here and he’s just gonna come in half-way through the day drunk and pass out on the floor anyways. It’s either that, doin’ that in some other town with some other doctor, or goin with you,” said Zed, “and Ah think we both know what the most preferable choice is.”

“But…but…what if Grey is busy? What if he has other plans? What about what he wants?” Noir stammered trying to find a reason to refute Zed. “Plus he’s uncouth and a scoundrel. Did you know his family used to live with the Unworthy? His father was one of the founding members of their city!”

“Ain’t that somethin. Ah guess ya really do learn somethin new everyday,” Zed said with a smirk. “That may be, but if’n Ah remember correctly, you came in here in possession of both several packages of meat, as well as a white mask used by a very particular group of ponies, so Ah’m not sure yer in much place to judge.”

Noir was stunned silent. “ How did you…You searched my pack!?” she shouted.

“Ah search through whatever comes in here attached to injured ponies. Sometimes, Ah even find interesting stuff like yer secret hobby,” Zed said, flashing a mischievous grin.

“But that’s…you can’t….going through somepony else’s things is both an invasion of privacy and illegal!”Noir shouted.

“And that there’s yer problem. Ya seem to be forgettin’ that Ah’m not the most reputable pony, nor am Ah on what most would call the ‘right’ side of the law. Ah’m the kind of zebra folks come to when they need somethin done with no questions asked. Ah rightly don’t care what the law says Ah can or can’t do,” Zed said with a laugh.

“I can’t believe Grey could ever be friends with a pernicious rogue!” said Noir.

“As Ah recall, Grey here is just as much of a ‘ruffian’ and ‘scoundrel’ as Ah am,” said Zed in response.

“Compared to you Grey is the highest of gentlemen. I’d even go so far as to say he’s a knight and you’re the evil wizard who kidnaps his lady,” said Noir.

“And are you the lady in question here? Hopin’ Grey’ll charge in and save his beautiful damsel in distress from mah evil clutches and whisk you away to a life of adventure?”

“N–no, that’s not what I meant!” Noir shouted as her face began to turn a deep shade of crimson. “I don’t think about Grey that way at all!”

“Ah’m not a doctor or anything…oh wait, Ah am. And Ah’d characterize the symptoms you’ve got right now as a little crush on Grey here. Ah bet if’n ya tell hi—”

Zed was cut off by a gush of wind as a large crater appeared in the wall next to his muzzle. As he looked up he saw Noir’s face inches from his with the smile of a madpony plastered across it.

“I said you’re wrong,” she sang. “Grey and I do NOT have that kind of relationship, and if you keep suggesting that, I’m not sure what might happen to that small, crushable, grindable, mashable body of yours. Understand?”

“Y–Yes m’am, understood,” Zed gulped.

“Great, now if you’d be so kind, I think I should be on my way,” said Noir.

“Ah really do think you two should travel together,” said Zed from behind her. “Ah think you’d make a great team, plus this don’t seem like somethin’ you can do on yer own. Besides, yer gonna need to talk to him anyways.”

“And why do you figure that?” she asked.

“Cause Grey’s still got the first bit ya found in that pouch around his neck,” Zed said.

Noir groaned, realizing he was right. “Fine, if it makes you happy, I’ll ask him. But he’s going to say no, you know.”

Grey was still frozen in place, ignorant of everything going on around him. contemplating all the possible options he had and which could possibly be the best for him. Every choice seemed to end in them going their separate ways, which—while not the worst thing—was still a little disappointing. Despite her crude nature, reckless attitude, and penchant for indiscriminate violence, she was fun to be around and he had more fun with her than he did drinking alone. He was so lost in his thoughts that he didn’t even notice Noir approaching him.

“Hello, Grey? Anypony home in there?” he heard Noir ask.

Noir’s voice knocked him out of his stupor. “Yeah Noir? You want something?”

“Well, Zed here seems to think it would be in ou—I mean your best interest for us to travel together,” she said “He says that two ponies searching would find the bits way faster and would be way more efficient. I thought it was unnecessary and silly, though if you really need my help, I guess I could be convinced to help you. I mean, why wouldn’t you right? You’re pretty much useless without me to help you out.”

Grey arched his head to the side, just managing to look past Noir’s inflated ego, and threw a look of disbelief at Zed. Zed simply shrugged and mouthed the words just go with it.

Looking back at Noir, he could see she was making a conscious effort not to look at him too much, turning her head away whenever she saw he was still looking at her.

“See Zed, I told you he didn’t need my help,” she said breaking the silence. “So I’m just gonna go and get to searching on my—”

“Sure, why not,” Grey said, interrupting her.

“What was that Grey? Ah couldn’t hear ya over the cries for attention,” said Zed.

“What I meant to say, was that I would be so honored if you would consider helping me Noir. There’s just no way I could ever find all the bits without your expert assistance. Would you please join me?” he said in his most innocent tone.

“Oh, I guess I could help you. I mean, if you’re going to beg me that much then there’s not much I can do about it,” she said.

“Well, now that ya’ll are finally finished with all this nonsense, I think it’s high time you go out and start searching for those bits. I can’t keep the clinic closed all day!” Zed said.

* * * * * * * *

For the remainder of the day, Noir and Grey went through everything they would need for their journey. Zed offered some of the gauze, disinfectant, and bandages from the supplies Grey had found. Using some of the savings Grey had made in his years working for Zed, Grey managed to purchase enough food for at least two months. While it may not have been the brightest idea, Noir had somehow convinced him to add three bottles of hard cider to their provisions. For parties she said For when we find the bits! Grey couldn’t believe he had listened to her.

Something good did come out of the trip to the bar though. While he was ordering the three bottles, he heard one of the patrons talking about some crazy lab to the west, just a ways outside of Las Pegasus. Apparently, there was some strange experiments going on there, and a group of ponies and griffins were trying to engineer something to bring back old Equestria. It wasn’t much of a lead, but there wasn’t much else pointing to the next bit, so this was going to be their next destination.

After a night’s rest at Salt Lick’s bar, finally repaired after that exploding stallion from the week earlier, Grey and Noir were ready to set out. Grey wasn’t too sure what was going to happen once he left Appleoosa, or if he was even going to survive, though the chance at a wish seemed too good to just sit on his flank doing nothing. He knew that he needed to take this first step out of town, or he’d never be able to leave. Yet as he tried to take that step, something held him back. Looking back, he could see Noir holding the back of his coat.

“Grey, before we leave, I just wanted to say thanks,” she said with a smile. “To be honest, I probably wouldn’t have been able to do this on my own.”

“And what about all that stuff you were saying to Zed? I thought you were so great and powerful that I was the one needing help?” said Grey. “Was that all big talk? Are you some helpless mare who needs protection?”

“Of course not! I can take care of myself! I don’t need anyone’s help!” she shouted at him. “It’s just…you know…nice, to have a friend to travel with. It gets really lonely on your own.”

“I know, I know. I was just messing with you.” Grey said with a laugh. “You’re really cute when you’re angry you know.”

Noir turned her face away, though Grey was sure he could see crimson spreading across the white fur of her muzzle. Before he could see her face though, she took of, running as fast as she could out of the town. Luckily she was heading west, so Grey unfurled his wings and began to fly after her. He wasn’t sure what they were going to find in Las Pegasus, or whether they would find anything at all. Though at least with Noir, it would certainly be an interesting adventure.