The Conversion Bureau - Synthesis

by FatesEnd

Rating: teen
Tags: Adventure, Discord, Human, Lyra, Drama, My Little Pony: Friendship is Magic, Dark, Alternate Universe, Other, Original Character, Queen Chrysalis
Length: 17053

Doctor Alan Crowley, formerly of the Human Liberation Front has a crazy, crazy idea - one that just might end the war.

Doctor Alan Crowley is a member of the Human Liberation Front; an organization seeking to save humanity-or at least kill as many ponies as possible before it dies out. His views don't quite jive with those of the HLF as a whole, but they put up with him because he might find a way to nullify the ponification serum. Tonight, however, he's about to betray them and start an insane plan; hopefully one that will lead to him putting a boot up Celestia's royal posterior.

Published 2013-11-11 03:30:02 UTC
Last updated 2015-05-07 16:54:30 UTC

When Life Gives You Lemons

“Make... make Equestria take the Barrier back. Get mad! I don’t want your damn serum, what the hell am I supposed to do with this? Demand to see Celestia’s manager! Make Equestria rue the day they thought they could kill us! Do you know who I am? I’m the man who’s going to blow your country up! With the Barrier! I’m going to get my researchers to invent an exploding Barrier that blows your country up!”

Last words following the potion bombing of Reynald Johanson, founder of the HLF, prior to his suicide.

Doctor Alan Crowley was called many things by his fellows in the Human Liberation Front, the least of which was "Doc". Maniac, visionary, psychotic, pony lover, brilliant, mad scientist, idealist, quack, unhinged, and, in the case of a recruit who was told to hand over any intact unicorn corpses to him, necrophiliac. Of course, less than half of them were true, although they frequently argued as to which half.

Regardless of the rumors, Dr. Crowley was extremely valuable to the organization, despite not being an actual doctor. This wasn't very surprising, and even a little reassuring, as it had been decades since anybody unsupported by a Corporation managed to get a PHD, and the Corporations were less than competent before Equestria began to influence some of their leaders. Crowley's specialty, researching the interaction of technology and magic, despite giving even more reasons for the other HLF members to mistrust him, was also exactly what made him such an asset, as he was one of the few people both willing and able to attempt to combat the ponyfication serum. As such, his fellows had to tolerate him, though they didn't have to like him.

Tonight, the doctor was alone in the lab of an HLF facility. His colleagues had gone to sleep hours ago, but he gave no sign that he noticed or cared. He was injecting a silvery fluid into a confused rat, electrodes stuck onto its head and strapped to the table. Glancing at the steady pattern being printed onto a strip of paper, he nodded and carefully uncapped a nearly empty vial of thick purple liquid. He sucked it up with another syringe, discarding the vial as well.

This time, after injecting the rat he quickly stepped back as it began to convulse. The rat's occasional bemused squeaks escalated into squeals of terror, and its body bubbled and churned as if its flesh were boiling beneath its skin. Its fur rapidly began to change colors, from white to violet to green, and its limbs haphazardly changed shape again and again.

Just as suddenly as it had started, it had ended, leaving a bizarre deformed yellow and blue polka-dotted corpse. Rather than tending to it, Crowley turned off the ticking machine and tore off the paper. Glancing back and forth from it to a nearly identical strip in his other hand, a smirk creeped onto his face. Perfect.

After cleaning up where he had been working, he walked to a safe in the corner of the room. Dialing a combination into it, he opened the door and took out a worn notebook. Flipping to the relevant part, he scribbled down the results of his experiment and tore out the pages relating to his work on neutralizing the serum, placing them on the table. He wouldn't need them anymore, so he might as well let someone else finish the job. Unzipping a bag, he stuck the notebook inside. Reaching farther into the safe, he retrieved three machines that he had made using materials he had acquired under the pretense of the serum project. Had any of his fellow researchers seen him building them, he would probably have been killed, asset or not. Thankfully, his habit of working late left them out of their prying eyes.

Sticking them into his bag, he walked back to the table. Grabbing the vial filled with the same gray liquid he had injected the rat with, he silently debated whether he would really go through with this. Reaching a decision, he added the vial and a disposable syringe to his bag. Zipping it up, he left the lab.

Jerry, the night watchman, started awake as Crowley passed.

Directing bleary eyes at him, he grumbled, "'Nother late night again, doc?"

"Yes. I've reached an important stage in my research," Crowley huffed

"Well, ya better get that goddamn cure done soon or I'll beat your ass," sneered Jerry.

Reaching the facility's exit, Crowley muttered to himself. "You won't need to worry about that much longer, Jerry."

Alan Crowley had lost his marbles. At least, that was the only explanation he could give as to how he was even considering doing this.

And yet, here he was, less than a block away from a bureau, clear of mind, and injecting his nanites into his arm. A chill ran down it as the minuscule robots spread throughout his bloodstream. Tossing the empty syringe and tube into a trash can, he hefted his bag as words of doubt ran through his head.

'Don't do this. It's not worth it. What if it fails? You'll be dead, and they'll have yet another obstacle out of their way. They'll kill everyone in the facility and it'll be all your fault, Alan. Go back and just keep working.'

'You've spent so long perfecting it, it'll work. You have to do this. If the HLF wins they'll destroy all of it, and you'll never reach your dream. You know this. You work with them. They hate anything to do with ponies. This is the only way.'

Dr. Crowley was snapped out of his brooding as he nearly walked into the transparent door that separated him from that place. Gritting his teeth, he wrenched open the door.

The first thing he thought of upon entering the room was a toddler's playroom. It was painted in obnoxiously bright colors, and gave the impression that it was decorated by a blind clown, bubblegum pink clashing with mint green and day-glow orange. Taking a ticket from the reception desk, he sat on a striped couch and looked around at the other people that were there.

The receptionist was beaming as she filled out a form of some sort. The doctor wondered how anyone could be that cheerful that late at night until he saw the slightly vacant look in her eyes. A newfoal. Her coat was cream colored, and a glowing horn peeked out of a lime mane. He sincerely hoped he didn't end up a unicorn. He knew from experience that their horns were filled with nerve endings. A pegasus would likely be the best outcome.

On the other end of the couch he was seated at was a girl that looked to be in her late teens. She had a defiant look about her, as if she dared someone to try and stop her from doing this. Probably acting out against her parents. He dearly wanted to talk to her, to try to convince her against it, but he couldn't risk looking suspicious, and besides, he wasn't very good with teenagers. Across from him was a bearded man with clouded eyes and stains covering his tattered clothes who was mumbling to himself. The homeless were the most common converts, desperate to leave their situations as they were. In fact, when the first conversion bureau opened in Los Angeles, a riot broke out as vagrants fought to get in.

Only a few minutes had passed when his number came up. This was another reason he came during the night, to minimize the risk of his nanites being flushed from his body. The newfoal receptionist practically leaped from the chair. Leading him down a hallway, she gave him a bright grin as if nothing could be more fun than brainwashing people and fundamentally changing their bodies.

"So why did you decide to make the change, mister?"

Crowley averted his eyes. "Family problems."

The receptionist gave him a frown. "Oh, you poor thing! Well, everything will be right as rain when you're a pony!"

He gave her a half-hearted grin.

The garish rainbow soon broke into sterile white, and for that he was glad. At least he wouldn't have to deal with a headache on top of everything else.

The conversion room greatly contrasted with the waiting room, in that it was barren and colorless. The only things that occupied it were a bed, some cabinets, and a lemon colored earth pony with a syringe on his flank. This pony obviously did not share the receptionist's zeal for the night shift, as he had bags beneath his eyes and his speech was monosyllabic. The receptionist skipped out as the earth pony directed his weary gaze at Crowley.

"Lay down."

The bed was stiff and thin, chosen more for practicality than comfort.

"Drink."

Crowley eyed the cup of thick purple serum held by the pony. This was his last chance. He could say that, no, he didn't actually want to convert. He could go back to the facility and pretend this never happened. He wondered how his life had lead up to this point.

He downed the serum.

At first, he thought that the sickly sweet grape-flavored potion had failed to work at all, but then he was engulfed in pain.

He felt like his skin had been ripped off, his nerves exposed to the open air. He wanted to scream, to cry out bloody murder, but it was as if the fire engulfing him had welded his lungs shut. He was dying. No, he was already dead and he was in hell. Why did he choose to do this? Why why why why why why why-

Alan's vision slowly trickled in. It wasn't at all clear, though. It was like he was staring into a television between channels. Objects flickered in and out of focus, and parts of the world seemed to be missing altogether. Looking down, he didn't seem to have a body.

He seemed to be in some kind of garden. He couldn't see anything but static past a certain point, though. Walking (or, well, it would be walking had he anything to walk with) forward, he came upon a pile of light gray rocks, somewhat scattered across the ground. He could start to barely make out a voice amongst the buzzing that filled the air. It sounded masculine, and had a tone of both confusion and hope.

"Who.........ou......What.....ent...all th......Please...help....find...castle.....sisters.......head....."

Crowley strained to discern the voice. "Who are you? What are you?"

The voice seemed not to hear him, as it continued without pause.

"not....I........magic.......to stop....chance..."

Alan began to yell, trying to break through the static. "What chance?! Answer me!"

But his only response was for the buzzing to get louder, and the world blurred more and more before darkening to black.

He slowly lifted his eyelids, squinting at the sunlight.

Living, check.

Climbing out of the bed he was on, he came face to face with the floor as muscle memory competed with muscles that simply weren't there before. Deciding to wait before pushing his luck again, he examined the room he was in. It was similar to the conversion room, although it was smaller and only contained a bed and his bag. Turning onto his side, he saw that he now had a bluish silver coat with a circuit board emblazoned upon his rump.

'Pony, check. I suppose that I could always pass it off as a sliced emerald, but it would be better to cover it up.'

His mane was the same deep brown it had been as a human, without, he confirmed with a hoof, a new protuberance. It looked like he was an earth pony. Well, there was only one thing left to try.

"Princess Celestia is a psychotic ass harmonica," he muttered.

Not a twinge. Check and check.

Crowley settled his front legs in front of him and carefully lifted his back legs into position. Shakily, he raised all four of them at once, teetering at his full height. After a few wary steps, he began to speed up...

Only to end up on his back next to the bag. Well, at least he could grab his cloak.

An hour later, he had managed to relearn how to walk and was lamenting the loss of his fine motor control. Why oh why didn't ponies have thumbs? He was carrying his bag upon his back, his magically strengthened leg muscles effortlessly carrying the once heavy container. He quickly navigated his way back to the lobby, and, with what he hoped was a reasonable facsimile of the overexuberance exhibited by newfoals, approached the receptionist.

"Thank you for coming to the Bureau. Have you decided on your pony name?"

He thought. What would be a name that sympathetic ponies would recognize and loyalist ponies would shrug off?

"Call me Solenoid," he said with a wide grin.

Author's Note

This is my first story here, so I'd appreciate it if you pointed out any mistakes I make so that I can fix them. Thanks!

The Good Doctor

"Tonight we sleep with hands of flesh, but we will awake with hands of steel. With these hands we will destroy, and with these hands we will rebuild. We will raise our hands above us, cold steel shining in the sun, and with these hands that will not bleed, our battle will be won."

Crowley was very glad indeed to arrive at the South American border of the Barrier. He had been stuck on an airplane ride with loudly chattering newfoals for hours, a now-painful grin plastered on his face. The plane itself had been crudely converted to allow for pony seating, and had been crewed, he noted with no small sense of disgust, by PER members. After that, they were transferred to a similarly converted old school bus where he spent another hour with the empty headed fanatics of both species.

Immediately after leaving the bus, he rushed to the vendors that ran stands catering to the new arrivals. He converted all of his credits to bits; the fact that he did so for a reasonable price was yet more proof of the influence Equestria had over the Corporations. They were notoriously paranoid about losing business to their fellows, charging up to double the amount for exchanges, despite there being extremely low overlap in their products.

He bought an Equestrian made cloak and a pair of saddlebags, as well as reluctantly buying a sombrero. The combination made him look like somebody from an old western, but it was the only sort of hat he could find sold. He'd have to deal with it until he found a decent shop in Equestria.

Slipping away from the giggling mass of pony, he finally allowed his rictus to drop. He wandered down the Barrier, searching for an unwatched portion. He found an empty shack, likely abandoned by a native fleeing the encroaching barrier. He set his sombrero and cloak on a rickety bed frame and laid his saddlebags against the wall.

Opening his bag, he removed three small vials filled with dark gray liquid and covered with color coded caps. Reaching into the largest compartment of the bag, he pulled out what looked like steel caps with many thin white fibers growing out of the convex ends. Two of them were large and oval shaped, while the other was smaller and circular. Opening a red-capped vial, he poured it onto the fibrous end of one of the larger caps. As it exited the tube, the liquid inside flowed like thin honey, but upon touching the cap, it thickened to a texture not completely unlike old library paste. Dr. Crowley stuffed part of his old cloak into his mouth, and, while still holding the cap with one hoof, retrieved a ruler and set it against his side before pressing the cap to his body.

It took all of his concentration to hold it steady as the ooze ate into his flesh. He let his grip loosen as he felt the goo tug at the fibers at the base of the cap, bonding them to once-vestigial nerves. After what seemed like an hour, the pain segued into an uncomfortable numbness. Running a hoof along his side, he found that despite the pain, no blood had spilled, and the cap was now flush with his fur, like a socket melded to him.

Taking a deep breath, he uncapped a vial with a blue lid and repeated the ordeal with the other large cap on his left side.

As he let his legs slump, sprawled out on the squeaky wooden floor, he reached for the last vial, one with a violet lid. Binding the liquid to the small cap, he carefully held it to his head with both hooves. This time, rather than feeling much pain, he felt an overwhelming sense of dizziness as he underwent pre-programmed brain surgery. As the familiar numbness came to his forehead, his body felt heavy and his vision darkened, before his consciousness once again abandoned him.

By the fact that he was laying on the floor, the doctor could surmise that he had fainted during the procedure.

'Oh dear. Well, fingers... One... One? No, wait, I don't have fingers anymore. Hooves, then. One, two, three, four. Still have a tail. And a head, of course.'

All body parts accounted for and in working order, Crowley opened his eyes. He had clear and steady vision, so chances were that he didn't have brain damage. Running a hoof over his forehead, he confirmed that the cap was melded to his skull and flesh. Getting back to his feet, he pulled three large and peculiar objects out of his bag.

The first were a pair of symmetrical metal rods. They each had three joints and a row of thin pieces of metal shaped like elongated spoons running down one side. A single end of each one was widened and riddled with small pins on the flat side. He twisted and pushed them into the 'caps' on his sides, where they each fit with a click. Well, the 'caps' were less like caps and more like electrical sockets. Well, if electrical sockets were directly connected to one's nervous system and carried magic rather than electricity, that is.

The final object looked like a robotic ice-cream cone, electrical tracks running from the base to the tip. At the base was a cylinder shaped like a large thick coin, with the same array of pins on the bottom. This he inserted into the socket on his head, where it gave the same click as the contraptions on his side did.

This was his pièce de résistance: a melding of magic and machine, becoming something greater than either could be alone. They gave him the ability to harness the ability of both pegasai and unicorns, awakening parts of the pony nervous system existing in all of their races, but only utilized in those with the appropriate magical conduits. Of course, this didn't mean that he was any more powerful than he was without; they worked by redirecting his internal magic and using one would weaken the others. What this really gave him was versatility and unpredictability, able to act as any race at will.

At least, it would when he got the hang of manipulating his internal magic. For now he would have to settle for acting as a living sparkler or tricking a scale. Putting his cloak and hat in the saddle bags and resting them on his back, he immediately noticed that even without consciously using them that they were taking away from the extra strength granted him by earth pony magic. Good. That was confirmation that they were working.

Stuffing his old cloak and his empty vials into his bag, he trotted to the Barrier and tossed them at it. With a flash of white light, the man-made objects were vaporized. Looks like he had to do it the hard way.

Remembering the words from a book that his former coworkers had retrieved from a town built by the newfoals, he mentally reached down into himself and found a heavy feeling in his hooves, like they were filled with mud. He tugged, and, with a sensation akin to sucking molasses through a straw, felt some of the energy reluctantly rise. Pushing atrophied flight muscles to move, he meekly wiggled his mechanical wings, the movement coaxing magic up through the socket and into the false feathers. Screwing his eyes shut, he shoved the remaining magic up through his horn, red sparks drizzling from the tip.

He rammed into the barrier, and felt as though he had ran into a wall of rubber as it touched his horn. The confused arcane construct ran over him, attempting to divine the nature of his creations. Almost reluctantly, it let him through, the sudden lack of interference knocking him ass-over-teakettle. He was in.

When Alan Crowley first arrived in Manehattan, he had compared it to his native Phoenix, although the buildings were smaller and cleaner, their edges much less rounded, and were broken up by more unique designs that he was certain Estatecorp wouldn't approve of.

The second thing that had struck him were the ponies. Sure, he had seen native Equestrians on occasion, though very few that were not enemy combatants. The only time he had actually seen many ponies at once had been the newfoals going to the barrier. Seeing this city, though, if he ignored that they were ponies, he could almost believe he was looking at archival footage of New York from before the Corporations gained power. Sure, being a different species they had their cultural differences, and every pony in earshot would get nervous if someone let slip something that might seem critical of their government, but he could tell that their mentality wasn't alien in the least. These were people. He could do this.

Now, about a month later, Solenoid, the earth pony from up north, was quite comfortably settled in to his new home without raising any suspicion. He had managed to do decent work dealing with clockwork, his talent in working with tiny to microscopic machinery translating well enough to the little springs and gears and other tiny ticking components.

He had also managed to pick up a few acquaintances, including his neighbor, Lyra Heartstrings.

In Dr. Crowley's not-exactly-expert opinion, Lyra was a madmare. He wasn't quite sure what exactly first made it click. Perhaps it was the fact that she used her magic to create ethereal hands to do things rather than just manipulate things with her magic directly. Perhaps it was the replica of a sarcophagus that she had made by hoof and had stored in her closet, much to her fillyfriend's chagrin. Or maybe it was the fact that she was obsessed with humanity and yet got hardly anything about them right.

"...but that's when George Washington dropped the bombs on the Tower of Babel and won the Trojan War! Pretty cool, huh?"

...Case in point.

"Lyra, I think that you got something mixed up there."

"That's ridiculous! I'm the best human researcher in Equestria!"

"You're the only human researcher in Equestria."

To be honest, he had no idea whether he should enlist her help or try to stay as far away from her as possible. On one hand, she was obsessed with humans, and would no doubt sympathize. On the other hand, she was obsessed with humans, and, frankly, Crowley was skeptical about her capacity for hiding the fact that she was friends with a former human sane enough to still want anything to do with humanity.

"C'mon, Sol, you know I wouldn't tell you something I wasn't sure about."

"Don't call me 'Sol'. And what about the 'hobbit'?"

"Hey, how was I supposed to know that hobbits don't store nuts in their cheeks?"

"It was a squirrel. It had a big bushy tail and lived in a tree. Hobbits are shaped like short humans, don't have tails, and, most importantly, don't exist."

"How do you know? There could be loads of them outside the Barrier. Besides, how many humans have you seen up close?"

Crowley swore, if Celestia didn't kill him, Lyra would do him in with an aneurysm.

At the moment, they were both headed up to their respective apartments, Lyra from a recital, and Crowley from a long day involving a cuckoo clock that tried to kill him and that he was reasonably certain had been possessed by the devil himself. At least back in the HLF things didn't spontaneously come to life and attempt to dismember him. Lyra had thus decided to regale him with some 'human history'.

"Lyra, hobbits were ma- Ah!"

Though he had been getting used to walking on four legs, navigating a large staircase using them was still difficult, and not something to be done following a harrowing battle with a demonic robotic bird and while in a conversation. It was thus that he had tripped on the last step before their floor and tumbled down, his cloak over his head and tangled in his front legs. Upon regaining his balance and putting back his cloak, he looked to Lyra. She was the picture of bewilderment.

"...Why do you have-"

Crowley sprung into action. He raced up the stairs and to his apartment, grabbing the mint unicorn.

'Shitshitshit.'

He scrambled to open the door and dragged her in, quickly locking and bolting it.

"What the hay was all that about?!"

Slowly breathing in, he turned around an removed his cloak and the porkpie hat he had gotten to replace his ridiculous sombrero.

"I suppose I have a bit of explaining to do."

"Well yeah. Why is your cutie mark a robot liver?"

Sole Survivor

"In his tears he sees his face;

'I am the end of the human race

When I'm gone there'll be no trace

For I'm the sole survivor'"

"...I have big metal holes in me and the that's the first thing you ask?!?"

Lyra looked thoughtfully for a moment. "Oh yeah, that too." Her eyes suddenly widened in epiphany. "Wait, Sol, are you an alcoholic robot?"

Face, meet hoof. Hoof, meet face.

"No, Lyra. I am not a robot, and that is not a robot liver. What the hell would a robot need a liver for, anyway?"

She opened her mouth, no doubt about to espouse upon robot anatomy.

"Don't answer that. Anyway, that is a circuit board, one of the most basic components of electronics." Crowley sighed. He felt like he would regret this. "I have it as my cutie mark because I'm a scientist from outside of the barrier."

Lyra's brow wrinkled in befuddlement. "Outside of the barrier? But why did you come back after leaving Equestria?"

Crowley felt that it would be better to ease into this. "Listen, Lyra, what do you know about the ponification serum?"

She raised a hoof to her chin as she thought. "Well, it's purple, it turns humans into ponies, and every newfoal I've seen has been all weird."

"Lyra, weird isn't the half of it. Shortly after Equestria arrived here, Celestia's researchers collaborated with human scientists to create it using both magic and tiny robots called nanorobots. Anybody who drinks it or whose skin is exposed to it is turned into a pony who is unable to even consider swearing, they see any form of violence, fake or real, along with anybody who takes part in it as vile, and they are completely subservient to Celestia. Not only that, but if anybody doesn't willingly take it, the PER will transform them by force, or they'll be killed by the barrier."

The other pony's face paled. "But- But that's horrible! I mean, I knew she hated humans, but would she really do something like that, Sol?"

"I know she does. I've seen people I've worked with for months forcibly changed and brainwashed into empty headed, always smiling puppets. I know so much about how it works because I've been working for over a year on a solution to prevent the mind altering properties of it."

As the pieces clicked into place, the unicorn began to shake with excitement, looking like a kid in a candy store on Christmas morning.

Solenoid grit his teeth. "I used to be a human. My real name is Doctor Alan Crowley."

Lyra clapped her hooves together and emit a shrill squeal.

"eeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEE!!!"

Solenoid rolled his eyes. "Are you done?"

She gave him a sheepish grin as she realized what she just did. "Yeah."

"Good."

Walking over to a trunk and unlocking it, he pulled out his horn and attached it onto his head. Screwing his eyes shut, his wings were enveloped in a red aura as they slowly rose into the air and plugged into his sides. He had been practicing his control over the flow of his magic, and now could (with enough concentration) levitate objects. He had also been sneaking out to the outskirts of town at night, and could now glide reasonably well, provided that the wind was strong enough.

"These are my creations. I built them as artificial conduits to manipulate the internal magic common to all ponies and emulate the ways that the various races release it."

"Huh?"

Crowley groaned. "They let me act as a pegasus, a unicorn, or an earth pony whenever I want."

"Oh. Cool! So why are you telling me all of this?"

He paused for a moment before looking straight into her eyes. "Lyra, Celestia is turning my people into her slaves and destroying everything that makes humanity what it is. I transformed myself into a pony and came to Equestria to stop her from the inside, but one man can't create a revolution. I need help from other ponies to do this. Will you help me save the human race?"

Lyra grinned. "Solenoid, you're my friend. Not only that, you're saving humans from extinction. Of course I'll help you!"

His face softened at her words. "Good. Now, do you know anypony else who might help us?"

"Well, Bon Bon would definitely join."

He frowned. "Bon Bon? Your fillyfriend? She doesn't seem the kind to want to rock the boat."

She smirked. "Trust me, if Celestia really is willing to destroy an entire species because they're different, she'll be the first one to rock the boat."

He walked past ruined buildings, the streets charred and empty of traffic. Above him was a glittering dome, its edges stretching far into the horizon. The towering billboards were blackened and peeling, and the street lamps were warped and broken. He passed crumbling skyscrapers, the once intimidating behemoths of steel now split in twain and lying in piles of rubble.

On the sidewalk, creatures of bone passed, their skeletons charred and rebuilt haphazardly, as if they had been put together by somebody who had no idea where each bone went. They payed him no mind, their limbs scraping against the concrete.

He came to a corner and saw a woman and a small child screaming. Between him and them was a crowd of the monsters chewing away at the flesh of a man, pieces of his body burning with a vile stench as they were removed. He reached his arm out to the woman, but she could not reach it. As the man's bones were finally scraped bare, they reassembled themselves into another of the macabre creatures. The mother and son tried to run, but had nowhere to escape to as the remains of the father began to eat his child and the rest of them tore the woman apart.

As they finished, the things hobbled away, still ignoring him. He continued to walk through the town, passing similar scenes for what could have been hours or days, until the road stopped in front of the corpse of a library. Walking inside, the moonlight shining into the wreckage revealed shelves filled with naught but ashes, the remains of centuries of knowledge and culture. He lied down amongst the soot and began staring into the sky and watched the celestial bodies chase each other overhead, shining down but never truly illuminating the ruins. After watching them pass by thousands of times, he got to his feet and walked back down the street.

Now the skeletal creatures stood stock still upon the sidewalks, none of humanity left for them to consume. None of the buildings still stood, he was flanked by dust and twisted metal. Reaching where the corner was, he started as the city suddenly yielded to forest. Walking into the ocean of trees, he came across a crumbling castle overrun by vines as a voice whispered into his ear.

"...Everfree..."

Crowley sat up as he awoke from his dream. He felt something on his cheeks. Running a hoof along his face, he realized that it was wet.

That same day, he and Lyra went to her apartment to recruit Bon Bon.

As they reached her door, he turned to her. "Are you sure about this?"

"Of course. Trust me."

Entering their home, Solenoid recognized the schizophrenic nature of its decor. Much of the house was clean and organized, perhaps decorated with the occasional vase or fake flowers, no doubt the result of Bon Bon's meticulous hoof. In stark contrast to the orderliness she tried to maintain, the rest of the apartment was swallowed up by the chaotic mess created by Lyra. The epicenter was a desk covered in and surrounded by a vast array of gadgets, models, junk, and drawings. He recognized a surprisingly well designed gyroscope... that was being used as the wrist of a wooden model of a human arm. Honestly, sometimes he couldn't tell whether she was an idiot or a genius.

They were soon greeted by a smiling cream colored earth pony with a two-toned pink and blue mane.

"Welcome back, Lyra." She gave Crowley a questioning glance. "Oh, you're Lyra's friend. Umm..."

"Solenoid. And you must be Bon Bon."

"Yes. Er, could I ask you why you're here?"

Lyra spoke up. "We need your help, Bonnie."

Bon Bon raised a brow. "Help? From me? What for?"

Crowley explained his situation to her.

"...Of course, you probably don't want to deal with something like this, so I'd just like to ask that you'd not tell any-"

"I'll do it."

"-pony... What?"

She had a stern expression on her face. "I'll join you."

He gave her a bemused look. "Well, not to be ungrateful or anything, but why? You don't really seem the type."

Lyra nodded at Bon Bon. Suddenly, the earth pony was engulfed by green flames and replaced by... something.

She was shaped sort of like a pony, but she was covered in a black carapace and had a horn shaped like a knife along with green bee-like wings. Her mane looked the same, though it was colorless and a fin of some sort was poking out from the back. On her back was a dark blue pad, and all of her extremities were filled with holes, including her hair somehow. As she spoke, her words took on a buzzing tone. "Because I'm a changeling."

"A what?"

Bon Bon huffed. "A changeling. We disguise ourselves as ponies and feed on love. As you can imagine, ponies are... less than amiable towards us. It got even worse recently since the changeling queen and a good portion of the hive tried to invade Canterlot. If Celestia is trying to exterminate humans, there's no doubt she'll try to get rid of us, especially after being humiliated by Chrysalis."

Doctor Crowley had never heard of changelings, but if they had humiliated Celestia, that wasn't all that surprising.

"Huh. Guess you learn something new everyday. Welcome to... hey, what should we call ourselves?"

Lyra cocked her head. "How about the Kick Celestia's Big Fat Flank Brigade?"

He stared at her. "No."

Narrowing his eyes in thought, he asked, "How about Ponies for Human Life?"

Bon Bon shook her head. "We're not all ponies though. How about Masquerade, since we're pretending to be law abiding Equestrian citizens but working against Celestia in secret?"

Crowley shrugged. "Sounds good to me."

You've Sparked A War

"I can feel my hooves clenching like fists. I saw my brothers, they will be missed. We are the chosen and we are the pure. She is the virus and we are the cure."

Solenoid couldn't help but twitch his wings anxiously. The three of them had been planning this out for weeks, but he couldn't help but think that something would go wrong. Well, to be fair, instigating a large scale prison break wasn't exactly something you did every day, not to mention that this was by far the biggest thing Masquerade had done yet. Sure, they had made graffiti and engaged in vandalism (a notable instance being how Lyra had chiseled the plot off of a statue of Celestia and glued it to its forehead), but they hadn't done anything of real impact before.

The predictably named Manehatten Penitentiary was quite the intimidating sight; barbed fences surrounded a towering concrete building with huge steel doors in front. Of course, in terms of security, no prison in Equestria came anywhere close to what there was on the outside. Had they been trying to break into a prison run by Securicorp, nothing short of a small army and several pounds of high explosives would get them in and out. Thankfully, from what they (read: Bon Bon) had gathered, the only real security that it had were the gate, the guards, and a locked box containing the keys to the cells.

Crowley and Lyra stood in front of said gate. Their cutie marks were covered in black eyeshadow, and they both wore makeshift balaclavas made from black socks, as they were the best they could get to concealing masks. Crowley would have preferred something more refined, but, well, you can't exactly get concealing custom masks, and especially not heavy duty flank concealers without ponies asking inconvenient questions.

Deciding that they had waited long enough, Crowley nodded to Lyra. Mint colored hands grabbed hold of him and tossed him over the fence. Stumbling, he glared at her. Wincing, he focused his magic and she slowly began to rise into the air, enveloped by a crimson aura. As he pulled her up and over to the other side, she abruptly spun upside down, and he dropped her onto the ground from half a foot, earning him a groan. Recently, he had improved his control of unicorn magic immensely thanks to his two companions. Funnily enough, despite the large difference in nature of pony magic and changeling magic, he had actually learned more from Bon Bon than he had Lyra, mostly because of the latter's... unique method of utilizing her magic.

Just as Lyra got upright, they both froze as a stern voice called out.

"Who's there?"

Rounding a corner of the building, a uniformed umber unicorn mare shone her flashlight directly onto them.

"Oh, it's you two."

Lyra looked to the guard and quirked a brow.

"Bonnie?"

The guard smirked.

"Of course. Now let's get in before anypony sees us."

Unlocking the much smaller service entrance, the changeling led them inside.

They walked past door after door, the lack of windows serving to make them only visible upon the flick of Bon Bon's flashlight. The darkness made the halls unnerving, and Crowley nearly expected some hideous monster to jump out of a corner. None did, however, and soon they came upon an intersection.

The faux guard nodded, and went down one path as Lyra and Solenoid lit their horns with dim lights.

Going in the opposite direction, the pair squinted at the signs they passed. Just before they reached the end, they found a room labeled 'Records'. Finding it to be locked, the green unicorn disintegrated the entire knob in acrid smoke. Rolling his eyes at her, Solenoid pushed open the door.

The record room, it turned out, was little more than an office filled with filing cabinets. The 'earth' pony rummaged through a drawer labeled Rif-Rou, while Lyra began to build a pile of files behind her as she searched the In-Ja drawer.

"Aha!"

Gripping a folder labeled "Roster, Prisoners, July", he pulled out a paper adorned with the current date.

Pilfering a piece of parchment and a pen from a desk, he began to scrawl cell numbers as he went down the list. Meanwhile, Lyra had continued to rain papers down with glee.

'Shoplifting... no. Public intoxication... no. Ah, here. "dissent".'

Calling to his companion, he rolled up the parchment.

"I've got them. Let's go."

As he approached the door, it opened as a mustached guard walked into him.

"What the-"

Lyra had somewhat better reaction time than Solenoid. Acting on instinct, she sent the nearest object hurtling at the unfortunate guard.

As it turns out, even an empty filing drawer is made of metal, and can do quite a number when flung at high speed.

Sighing, Crowley dragged the unconscious guard into the room and propped him against the wall, and our intrepid duo exited.

They arrived at the intersection to find that Bon Bon was already there, minus the uniform, jingling a ring of keys. Crowley held up the list, and the three of them went down the largest path.

The cell block was one gigantic room with rows upon rows of cells, stacked into three stories. Lyra stood guard at the entrances as Crowley read off cell numbers and Bon Bon unlocked doors.

Row after row they went, waking up and explaining to the ponies who they were. Very few refused to join them, but those that did had their cells locked once again. Soon a tired crowd stood on the bottom floor, and, all in all, the plan seemed to be going perfectly.

That's when the tremors started.

The midnight tremors, to be exact.

Ever since Equestria arrived on Earth, the entire planet experienced tremors at midday and midnight, in respect to Equestria. Nobody was quite sure why, but the midnight tremors coincided with wobbles in the orbit of the moon.

Regardless of the reason, the tremors were an immense problem for them, namely because it awoke a few of the... less savory inmates. Realizing the situation, they began shouting. Quite loudly. This caused a chain reaction, and soon the entire cell block was a cacophony.

Acting quickly, they led the crowd to the main entrance as a harsh alarm rang through the building. Blasting open the doors and the gate, they herded the prisoners down the streets of Manehatten. They were pursued by all of the guards, including one very disgruntled one with a lump on his head.

They ran for dear life, zag-zagging between building as a few tired onlookers watched from their windows. Some couldn't keep up, and were soon recaptured by the guards. Those that were not followed as our trio rushed through ever deeper parts of the city, the guards struggling to keep track and pace.

They raced through alleyway after alleyway, street after street, and, at one point, fire escape after fire escape and rooftop after rooftop.

Finally, they had escaped they pursuers. They had arrived on the outskirts of the city, next to the old warehouse that the three of them had been using as a base.

After he caught his breath, he turned back to the crowd of former prisoners. Some of them were unkempt and bleary eyed, some alert and more or less tidy. Some were silent and some whispered to one another, but all of them were ponies who would help him and his companions, people who would bring an end to the tyrant's plans. Solenoid cleared his throat and spoke.

"You stand here today because you have been imprisoned. Not for some act you committed against your fellow pony, but for speaking out for what you thought was right. You spoke, not worrying of what others may think, because you believed in justice and harmony. Today, I give you a chance to not speak for your beliefs, but to act."

"A tyrant leads this nation, consumed by madness and abhorring progress. She seeks to destroy an entire species, not for what they have done, but simply because they are not ponies. We stand now to cast down the tyrant, and usher in a new era of freedom. We are not soldiers, we are not diplomats, but we fight and speak regardless."

Turning, he opened the door to the warehouse.

"Welcome to Masquerade."

Legion Of Steel

"Let your voice speak for the revolution,
All join forces with all the power that you feel.
Let your heart beat for the revolution,
Led by the Legion of Steel!"

Solenoid carefully marked a jagged shape on a map. It wasn't entirely unlike what a small child with bad hand-eye coordination would draw when asked to make a star.

"What's that?"

He looked up to see a changeling with a metal mask covering her head and upper jaw and a metal plate that covered her flanks.

The armor wasn't strictly necessary - as a changeling, she had no need to hide her appearance and her chitin was surprisingly resilient - but ever since Glowing Hammer began building it out of scrap material, it had become a sort of uniform for Masquerade. Hammer was a pegasus blacksmith who had been among those broken out of the prison, and had proposed it as a form of disguise and protection that would still be distinctive.

"Ah, this is a map of Equestria and its surrounding countries from before it arrived here, Bon Bon. I've been drawing the border of the Equestrian continent from a recent map in order to find out exactly what made it to Earth. To be honest, I'm surprised that it never ended up being occupied by all of these nearby countries."

"Oh, that's because Celestia is the one who raises the sun back home. Only Chrysalis was ever willing to go up against that."

Crowley dropped the marker he had just capped, gawking at her.

"She whats the what?!"

Bon Bon raised a brow.

"She moved the sun. Why, who does it on Earth?"

He scrunched his face up in bafflement.

"Buh- Nobody does it, the Earth- gravity- What about the moon?"

She took a few steps back.

"Well, Princess Luna used to move it, but nopony has seen or heard her since Princess Celestia said she had committed treason. That was a few months before Equestria ended up here, so I think she started to do it."

Crowley opened his mouth to speak before closing it again as comprehension washed over his face.

"THAT'S IT!"

A few ponies turned to stare at him after his yell.

He started pacing, practically bouncing as he talked.

"That's what's been causing the tremors! On Earth, the sun is stationary while its gravity moves the Earth and the Earth's gravity moves the moon. She must be trying to move the sun and moon against their path, causing wobbles in the Earth's rotation from gravitational and tidal forces. But that means that if we don't stop her soon, she'll either end up reversing or even stopping the Earth's rotation, or she might even succeed and end up freezing or burning the planet! And that Princess Luna; if she's still alive she would make for a great ally against her."

He stopped to catch his breath, poring over the map as his companions look onward in bewilderment.

"Let's see... this tendril in the north Atlantic holds the Griffonian capital. It looks like not much of their land crossed over, so it shouldn't be too hard to convince them to ally with us for preemptive protection. Part of the Dragonlands extend into the south Atlantic; we might be able to win over a dragon or two if we're lucky. And over... here..."

He trailed off as he stared at a mass of green near Canterlot.

The Everfree Forest

Straightening up, he looked Bon Bon in the eyes.

"What do you know about the Everfree Forest?"

"Well, it's next to Ponyville, it's filled with freaky monsters, the weather controls itself-"

"Is there a castle in it?"

"You mean the Castle of the Royal Pony Sisters? They say that it's inside the Everfree, but nopony's been there since the Bearers retrieved the Elements of Harmony from it to defeat Nightmare Moon."

Solenoid grit his teeth. So it was real. He couldn't ignore this. The vision he saw when he converted must have been a communication with a real being. He wasn't sure how, but he figured that it had something to do with the Conversion Dreams. Apparently, every victim of the ponyfication serum, without exception, dreamed of a conversation with Celestia, where they would feel completely at peace. He believed this to be where the mental alteration of the serum took hold, so when he had countered it, he had dreamed of... something... else. It likely wasn't allied with the Tyrant; had she any say, he had no doubt that she would have the power to clear up the vision.

Now he had to decide what to do with this information.

"Bon Bon? What exactly is the Castle of the Royal Pony Sisters, and this 'Nightmare Moon'?"

The changeling hummed.

"I don't know much. Just that Celestia and Luna used to live there before Luna became Nightmare Moon, and that it's been abandoned ever since. As for Nightmare Moon, about a thousand years ago Luna became jealous that ponies enjoyed Celestia's day over her night, and she tried to bring the world into permanent night, and so Princess Celestia had to banish her to the moon for a thousand years. A few years ago, she escaped and the Elements brought her back to sanity."

Crowley sighed.

"I wish we had them on our side now."

He began to circle the table holding the maps.

"That castle would make a good hideout. If the ruling powers lived there there should be the remains of plenty useful facilities and equipment. That's not to mention that if Celestia used to live there there's bound to be something we could use against her, if not just knowledge lost to time. The problem is that without a guide we'd be sure to get lost and killed. We can't risk asking around Ponyville; all five of the Bearers of Harmony live there. What we really need is-"

"Hey guys! I found another recruit! She was a friend of mine back in Ponyville."

Like an angry bull, everyone's favorite green unicorn gleefully stampeded through Masquerade's makeshift headquarters, ponies parting on instinct to avoid getting rammed by the mint missile.

"Oh, hi Lyra. Where's the recruit?"

"What do you mean where? She's right- Oh, c'mon, say hello!"

Peeking out from behind her, a trembling yellow pegasus whispered.

"Oh, um, hello. I'm Fluttershy."

Solenoid strained to hear the pink maned pony.

"What?"

"I,I'm, um, Fl-Fluttershy."

He smiled and nodded.

"Welcome to Masquerade, Fluttershy."

Returning to the map, his face quickley fell back into a glare.

"As I was saying, we have to find some way through the Everfree. We can't all go at once, even though that would be the safest-"

A squeak from behind made him turn around again.

"W-why would you want to go into the Everfree Forest? There's all kinds of angry animals in there that could eat you if you aren't careful!"

The rock blue pony sighed before her words gave him an idea. An awful idea.

Solenoid got a wonderful, awful idea.

"You know, didn't Lyra say that you were from Ponyville?"

Fluttershy dipped her head.

"Um, yes."

"And isn't the Everfree Forest right next to Ponyville?"

She whimpered.

"Well, yes, it is."

"And you said it was filled with animals, not monsters."

"They only do what they have to in order to survive."

She leaned back as he took a few steps towards her.

"You've taken more than a few visits there, haven't you?"

"Well, just a few-"

"You wouldn't happen to know how to get to the Castle of the Royal Pony sisters, would you?"

She tried to hide her face behind her mane.

"Just the once, when we went to find the Elements."

Crowley stumbled, just barely catching himself with his wings.

"The Elements?!"

She blinked in confusion at his change in demeanor.

"Well, um, yes."

"You're telling me, that you're one of the Bearers?"

The pegasus meekly nodded.

He gave Lyra a flat look.

"You brought one of the Element Bearers?! When the Royal Guard finds out, they'll be searching high and low for her! In fact, how did you even get her to Manehatten- You didn't, did you?"

She shook her head.

"There's six Elements, aren't there?"

Bon Bon nodded.

He threw up his hooves in frustration.

"Why does nobody tell me these things?!"

He directed his weary gaze back at Fluttershy.

"Okay, how long have you been missing, and why did you do so in the first place?"

From what he could gather from Fluttershy's story, about a month before Equestria appeared on Earth, Princess Celestia had requested that the Bearers meet her in Canterlot. Fluttershy had declined the invitation, something to do with helping birds migrate, for whatever reason birds needed help migrating in the first place, and when her friends had returned, they started to act strangely, their every action taken with the intent of serving their monarch. When she started to question them about it, they started pressuring her to visit Celestia. Eventually, she made the decision to flee Ponyville.

Solenoid rubbed his chin.

"Well, that's one less weapon we have to worry about Celestia using against us."

"Anyway, Fluttershy, could you help guide us through the Everfree?"

"I wouldn't be a very good guide..."

"Please?"

"It's really dangerous..."

"Please?

"I've only been to the castle once..."

"Pleeeeeease?"

Her shoulders drooped in defeat.

"Well, if you're sure..."

"Great!"

Masquerade's de facto leader began zipping around the warehouse, throwing around instructions.

"We need to get everything out, we can't let them know we were ever here. We'll divide into seperate groups, taking different paths to get to the Everfree at different points in time. Hammer, grab as much scrap as you can carry. Dining, you'll have to turn all our stock into traveling rations. Blow, let those poor ponies rest up before we leave. Pottery..."

Secrets In The Forest

"Just wait until we're alone together, and I'll show you something new, something old, something sleepy, something of cease and peace and the long bright curve of space. Go deep within the forest. I will be waiting for you."

Solenoid had never seen anything like the Everfree Forest in his life. That isn't to say that he had never seen a forest before; the thing was, what he knew as a forest was little more than a tree farm, trees evenly planted with just enough room to grow and branches neatly trimmed for the efficient absorption of sunlight. The Everfree was as far as could be from that. Ancient gnarled trees reached down to the forest floor with twisted limbs, their tops weaving together in a thick canopy that greedily consumed much of the light before it could reach the ground.

The forest was eerily silent except for the chirps of bugs and the snapping of twigs beneath the hooves of the small group that Fluttershy led inside. The shy pegasus seemed to be the most frightened of it, trembling with each step, despite, or perhaps because, of her familiarity with it. She certainly wasn't the only one ill at ease with it, though. Bon Bon kept her gaze straight and her face dispassionate, but her buzzing wings betrayed her anxiousness. Glowing Hammer hugged his wings tightly to himself and walked on the tips of his hooves, as if such a thing could hide him from whatever beasts might be lurking. Solenoid cautiously watched the trees, each twisted tree an abomination lurking in the dark.

This continued for perhaps an hour, before he noticed a coppery smell wafting on the wind. Turning his head, he froze as he caught sight of something truly massive. Stalking perhaps twenty yards away was a creature the size of a small house with a mane painted brown with dried blood. Its lion-like body was marred with old scars and tattered bat wings hung from its shoulders. Completing the nightmare ensemble was a venom-dripping scorpion's tail.

He gulped, saliva moistening his suddenly parched throat.

"You guys have fucking manticores?"

His companions paled and turned around with wide eyes to see the monster.

Catching sight of the fresh prey, it opened its maw to reveal three sets of razor sharp teeth as it let out an earth shaking roar.

Steadfast and fearless, Solenoid gave his orders.

"Run runrun run run!"

Nearly tripping over each other, Masquerade's finest beat hooves.

Solenoid's mind raced as the predator gained ground.

He's big, he's definitely on the older side, and he's male. Not only are we prey, he's probably territorial. It won't be long before he catches up, so...

He gulped and stopped, wings fluttered to life as he pumped magic into them. Narrowly avoiding the manticore's hungry maw, he became airborne only to find himself face to face with the monster's tail.

Jerking out of the way, he began flying in circles to avoid the wickedly sharp claws the growling creature waved around in attempts to grab him.

A sharp squeak drew the attention of both pony and beast.

Standing only a few feet away was Fluttershy. Shaking and on the verge of tears, the meek pegasus let out a stuttering plea.

"Um, M-mister Manticore, i-if it wouldn't be too much trouble, could you please let us go?"

A thick strand of foul smelling drool plopped from its jowls. With a snort, a paw the size of a car came down to swat her away.

Adrenaline rushing through his blood, Solenoid shoved his magic into his hooves, causing him to fall like a brick. Nearing its face, he kicked with all of his might.

With a sharp crack, the manticore fell to the ground, blood spurting from its nose as Solenoid crashed.

Wobbling to his feet, he looked upon it with astonishment.

"Holy shit," he exclaimed. "I just dropkicked a manticore."

The castle was certainly in ruins, yes, but enough of it was intact that Solenoid was certain that it would do. Circling the ancient spires, he began to plan.

"All right. First thing, we ought to fix some of the roof. We don't want any-Woah!"

He had tripped over a broken, half-buried pillar. It was strangely thin for a pillar, though. His first thought was to ignore it, but something told him that it was important. He carefully levitated soil away, uncovering more and more of the object. It soon became apparent that it was not a pillar, but the head of a statue. Turning it over with a hoof, he examined it. It depicted a pony-like creature in a grimace of terror.

'Man, whoever was the model for this must have been ugly.'

A familiar voice responded.

'Well, that isn't very nice.'

He jerked to his feet.

"Who said that?"

Bon Bon turned to him from a pile of rubble she had been examining.

"Said what?"

He shook his head.

"Never mind."

Turning his attention back to the head, he brushed off some of the dirt that covered it.

'You know, I'd prefer it if you'd kept your hooves on me. I haven't had an audience in months!'

He froze in apprehension, but kept his hoof on the bust.

'The statue. The statue is talking to me.'

'Ding ding ding! We have a winner!'

Solenoid tried to remember where he heard the voice before. Wait...

'You're that person from my dreams.'

'Oh my, I didn't know I left that good of an impression on you! I am one handsome devil, though, aren't I?'

Solenoid sighed.

'Just... Ugh. Who are you?'

'I'm just a poor draconequus down on his luck, but you can call me Discord.'

'Discord, Discord... Wait a minute, I've heard of you. Didn't you kill a bunch of ponies?'

'What, moi? You must be mistaken. I don't kill ponies! It's much more fun to play with them when they're alive.'

'When you broke out of stone, two ponies died and thirty were injured after you turned the roads into wet soap.'

'They should have read the signs! They said 'slippery when wet'.'

'Back when you ruled Equestria, you turned a mountain into mashed potatoes. The vermin that were drawn to it caused the Ponecian Plague.'

'They should have eaten it before it got cold.'

'When you broke out, you brainwashed the Elements of Harmony.'

'Brainwashed!? I don't brainwash! All I did was bring out what was already inside of them. Even the Element of Kindness, but she had it locked so deep down that I had to bring it out by force. I didn't even really want to do it in the first place. An insane world is so much more entertaining with sane inhabitants, but they were going to turn me back into a statue! And they did! Do you have any idea how boring it is being a statue? All you can do is get crapped on by birds and watch ponies walking around appreciating 'art'. It makes me want to puke, but statues don't have stomachs!'

'Speaking of statues, why are you here? From what I read, you should be in the Royal Canterlot Gardens, and intact at that.'

'Well, about that... It looks like dear Celly-poo lost her marbles. At least, that's what I can gather from the fact that she tried to kill me, the Spirit of Chaos, by pounding me into rubble. As it turns out, that isn't the best idea. You see, when she turned me into gravel, all of my chaos magic was let loose. I managed to direct some of it to blast my head away, but the rest of it did who-knows-what. All that I've been able to figure out is that a lot of people have been making spiritual connections with Her Royal Uptightness and ending up as crazy as her.'

'Spiritual connections... the newfoals. Wait, what exactly do you mean by 'spiritual connections'?'

'Oh, a spiritual connection is when two souls commune with one another. It's very powerful magic, and very dangerous to boot, so the fact that it's happening en masse is a bad sign. Seeing as they're ending up carbon copies of Sunnykins, I'd say she's altering their souls to match - and binding them to - hers.'

'That- That's evil.'

'You said it. The worst thing is, I don't think she even realizes how evil it is, and that even scares me! I've been trying to get to them before her, but Celestia has always been good at soul magic, and I can't do much since most of my magic is gone. You're the first sane pony I've managed to talk to.'

Solenoid paced around, processing this new information. After a few minutes, he placed his hoof back on Discord's head.

'That chaos magic Celestia released... would it be possible for it to, say, move a continent to another world?'

'Well, I suppose so. Or it could turn all of ponykind into walking masses of flowers. Chaos is a crapshoot like that. Why do you ask?'

'Then that must be how Equestria ended up on Earth!'

'Earth?'

'Ah, Earth is the planet that your magic transported Equestria to.'

'Hmm... What can you tell me about this 'Earth'?'

Discord's laughter echoed through Solenoid's ears.

'Oh man, you humans are a riot! I've never heard of a more chaotic race. And Princess Crazypants is trying to get rid of them? Well, I'll show her just what Discord, the Spirit of Chaos, is made of... Just as soon as I get my body back.'

The Enemy of My Enemy

"If Hitler invaded hell, I would make at least a favorable reference to the devil in the House of Commons."

Winston Churchill

Everfree Castle had been reborn. In just a month, the shattered windows and grimy, crumbling halls had been cleaned and repaired as good as new. An entire tower had been converted to barracks, hundreds of makeshift beds lining it. Decisive Blow, a retired rust colored earth pony Guard, had commandeered the courtyard as training grounds for Masquerade's recruits. Well, he said training, but most ponies don't think of training as something causing grown stallions to bawl uncontrollably. Blow got results, though. He just wasn't the... gentlest of instructors.

Fine Dining nearly had a heart attack when he saw the state of the castle's kitchen. The colts who he had conscripted to clean it swore up and down that the ancient and forgotten foodstuffs had achieved sentience and a taste for equine flesh. Dining was a mauve unicorn chef with a reverence for the culinary arts in all of it's forms. He had been locked up when he decided to experiment with human cuisine at his restaurant, La Nourriture Est Amour, and now was Masquerade's head culinary specialist. Solenoid had to admit, the man had a gift. He had managed to make travel rations taste good.

Solenoid was currently standing in the war room, examining his new wings. The room had once been the castle's throne room, but Masquerade had converted it, the frayed tapestries lining the walls replaced with maps.

Glowing Hammer had really outdone himself this time. After the fight with the manticore, the redheaded pegasus had taken it upon himself to improve on Solenoid's prostheses, and improve he had. The inner circuitry was untouched, but gone were the dull ovals that had once adorned the spines of his wings. In their place were three rows of overlapping steel feathers, each pressed into shape and sharpened to a killing edge. His horn too had been altered, lengthened and molded to a spear's point.

"Admiring your toys, Sol?"

Solenoid jumped and whirled around to find Bon Bon. Apparently she had snuck up behind him without him noticing.

Giving her a sheepish grin, he socketed his wings into place.

"I suppose I am, aren't I? By the way, Bon Bon, I've meaning to ask you about something."

She cocked an ear.

"Oh? About what?"

"The changeling hive."

Bon Bon grimaced.

"You're not thinking about trying to get their help, are you?"

Solenoid sighed.

"Listen, we're facing thousands of guards, five of the Elements of Harmony, and the avatar of the sun itself. We need all of the help we can get. What condition was the hive in when you left?"

She huffed.

"I suppose you're right. When I left the hive, we were in major decline. There's no doubt it's gotten worse since, because I can't imagine the Queen trying something as ridiculous as she did unless the hive was outright starving."

A smirk worked its way onto Solenoid's face.

"Starving, eh? Bon Bon, my friend, I do believe we can make a deal here. Where is the hive at?"

"It's in a cave deep within the Badlands. It should have ended up behind the mountains on the southeastern coast."

"Very well. We leave for the Badlands in the morning three days from now. Bring a few dozen ponies, but leave Lyra and Fluttershy. If things work out poorly they can lead in our stead. Now then, pack up some nets, because we're going bug catching."

Solenoid jolted awake as the train eased into Dodge Junction. Freeing himself from the pony burrito his cloak had trapped him in, he lifted his saddlebags onto his back and left.

Slipping through the shadows between the crude buildings, he crept out of the sleeping frontier town, guided by the compass in his hoof. The plains glowed eerily under the night sky, and the moon seemed to be the eye of Celestia herself, watching him and plotting his doom. He shook his head; if she could do that, he'd be dead or worse by now.

He soon reached the camp set up by his comrades, and was greeted by a band of ponies and a crackling fire. He called out to the blob of black amongst the sea of color as he rooted through his bag.

"Am I the last one, Bon?"

"Yeah. Did you really have to take such a late train?"

He rolled his eyes as he screwed in his horn.

"In case you haven't realized, I'm a bit more noticeable than the average pony. The less people around to get suspicious, the better."

"That's true, but we need to sleep some time."

Nestling his bags behind his wings, Solenoid snorted

"Pff. Back when I was in the HLF, I slept whenever I could. One time, I went an entire week without sleeping, if you don't count napping whenever someone started ranting about how terrible magic is."

Bon Bon narrowed her eyes.

"That's well and good, but normal ponies need sleep schedules."

"Bon Bon, I'm not sure anyone in Masquerade counts as 'normal'."

She sighed.

"Point. So, we head off at the midnight tremors?"

"Yep. Now, I'm gonna take a nap."

And with that, Solenoid leaned against a tent and started snoring.

Crowley loved and scorned his lilac fur. On one hand, he could no longer get sunburned, but on the other hand it was like wearing a heavy coat, and it made the heat of the Badlands that much more unbearable.

"Bon, how about we rest for a bit? I can almost smell my hooves charring."

Bon Bon turned her weary gaze towards him.

"Sol, we're almost there. If we take any more breaks, we won't have enough supplies for the return trip."

Solenoid surveyed the endless barrens that surrounded them. Notching an eyebrow, he turned back to her.

"How do you even know we're going in the right direction?"

"I can smell the scents of the foragers that have passed through here."

"Oh? So changelings use pheromones like insects do?"

"Fara-whats?"

He shook his head.

"Nevermind."

After a while, the packed dirt began to give way to craggy gravel, and the mountain range that separated the Badlands from the ocean came into focus, an opening in the rock wall barely visible from this distance.

"Is that the hive?"

Bon Bon nervously shuffled her wings.

"Yeah. We can't just walk in though, we'll be stopped by the guards before we reach the entrance."

Solenoid squinted as he peered towards the growing hole.

"Guards? I don't see any."

"That's because they're hiding. If they were in plain sight we would have been discovered centuries ago."

Nodding, he started to peer at the landscape, trying to catch a glimpse of the sentries that were no doubt watching their approach.

As they neared, he could tell how the hive had gone unnoticed for so long. The entrance was large, yes, but it was obviously natural, and all that could be seen from the outside was bare stone and a faint amber light.

Suddenly, he saw a flash of green and heard a voice shout "Stop!"

His wings instinctively flew up to cover his face, but he froze as a spear point touched the tip of his nose.

He crossed his eyes to look at it. It seemed to be made out of some sort of cloudy crystal, probably dug out of the mountain. On the other end of the spear was a changeling with a short nearly white mane grimacing at him. Shifting his eyes, he could see that the rest of his traveling party was in a similar predicament.

He nervously grinned.

"Er, hello."

The guard spoke in a low phlegmy voice.

"So Equestria's finally sent some ponies to finish us off."

The guard glanced toward towards Bon Bon.

"And they were lead here by a traitor."

Solenoid spoke up at that and started stammering.

"Ah, well, you see, I-er, we, aren't with Equestria at all, really."

The guard just glared at him as he broke out in a cold sweat.

"A-Actually, we're here for, um, the opposite of that. We just want to make you an offer; the hive that is; a-and I'd like to talk to your leader. Uh, pretty please?"

After staring at him for a few seconds, the guard spoke to one of the other guards, none of which had manes at all.

"Eciton, tell the queen about these ponies. Ask her what she wants us to do with them."

The second guard saluted the first and buzzed into the hive.

Now all they could do was wait.

"So, uh, how about that hoofball?"

"I don't even know what that is, pony."

"Oh."

Twenty very slow and awkward minutes later, Eciton returned, to the relief of everyone involved.

"Sir, the Queen wishes to speak with the leader of these ponies."

The first guard grunted.

"Which of you is the leader?"

Solenoid shrugged.

"Well, uh, I suppose I am."

"It looks like you'll get your audience after all. Vespa, lead him to the queen. Move it, pony."

One of the other guards (was it female?) nodded and made her way into the hive. Solenoid followed her, the short maned guard bringing up the rear.

The simple entrance belied the sheer size of the hive. Though the main path within was only the size of the average street, it reached high up toward the mountain's peak, and was dotted with various side corridors snaking throughout the mountain and reaching what he assumed was very deep underground. It was quite obvious that the hive wasn't built to accommodate anyone without wings. Next to each pathway were a few characters from a language he didn't recognize, and some of the smaller openings had signs next to them, written in what he could only assume was the same language.

The cave walls were dotted with glowing amber orbs, cemented to the wall with a glassy substance. Near the entrance, it was a faded pink, but as Vespa led him through the various side paths, which he suspected was only to confuse and disorient him, he saw violet, blue, brown, and, in the paths which seemed less worn down than the others, green.

He passed a few changelings as he navigated the hive, each of which chittered and fled at the sight of him. Now, he didn't consider himself intimidating in the least, or any pony really, well, except for Decisive Blow, but that wasn't what bothered him. No, what bothered him was how few changelings there were traversing the corridors. He had only seen a handful, but the hive seemed like it was made to house hundreds of thousands, perhaps even millions of changelings were the hive to extend to some of the neighboring mountains. Even if they were avoiding him, he should have seen many more than he did.

After a while of zig-zagging throughout the hive, they finally stopped in front of a large set of doors, coated in some sort of white metal (Silver? Platinum?) and inlaid with various jewels. Vespa saluted the other guard and flew off into some other part of the hive.

Grasping the door's handle in his magic, the guard pulled it open.

If one were to ask Solenoid to describe Queen Chrysalis, he would say that she was beautiful. Not beautiful like a flower or a classical painting, but like a well made knife; sharp edged, elegant, and very dangerous.

Her eyes were not a blank blue, but were green with slitted pupils. She had a long unkempt aqua colored mane which lacked the fin that protruded from the manes of other changelings, and her tail was long enough to trail across the floor. Parting her mane was a long horn, edged like a twisted dagger, and perched atop her head was a small black crown topped with green turquoise. Like her subjects, she had a pad on her back, but hers was green rather than blue, and she had a band of the same color around her abdomen as well. Her body was sleek, but it also had a gaunt look to it that spoke of a long time without a proper meal. She sat upon a stone throne that was flush to the floor; it must have been carved along with the room itself.

"So, you're the pony that has stumbled upon our hive."

"Hmph. I wouldn't say stumbled. I'm from a group called Masquerade, and like I told this guard, we're here to make you an offer."

"And why would a group of ponies want anything to do with us?"

"Because we need the help of the changelings to take down Celestia."

Chrysalis raised an eyebrow.

"You want to dethrone your perfect, loving ruler?"

Solenoid grit his teeth.

"Chrysalis, Celestia has gone completely off of her fucking rocker. She's locking up anypony who disagrees with her, she's brainwashing any of those she can't afford to lock up, and she's turning humans into her goddamn pony shaped puppets! If I hadn't dosed myself with nanites before I drank the ponification serum, I'd be another one of her grinning dolls. Equestria is cancerous and Celestia the the big fat tumor growing out of it."

She smirked.

"And? Why should we care if Celestia loses her mind? We've spent thousands and thousands of years with no mind to Equestrian affairs. Why should that change now?"

He stared her in the eyes.

"Because your race is dying. They were starving to death when you tried to invade Equestria, and now there can't be more than a few thousand changelings left in this city. Because Celestia is terrified by everything that isn't a pony. No Equestrian citizen may enter Griffonia, and there's no doubt that after she's done with humanity she'll go after them. And who do you think she'll 'purify' after them? I bet she'll want revenge for the royal wedding. But the biggest reason you should help us? If you help us, we'll help you. There's plenty of ponies at our headquarters that will be willing to give your people love, and once we rebuild the Equestrian government, I promise you that your people will be afforded the same rights as any citizens under the law."

The queen and the stared at each other in silence for a few moments, before Chyrsalis directed her gaze towards the guard.

"Clavata, keep watch over him for a moment."

"Yes, your majesty."

She disappeared into a corridor in the corner of the room for a few minutes, before returning with a wooden chalice and a knife grasped in her magic.

"Commander, you may leave us."

Clavata saluted her.

"Yes, my queen."

As he left, Solenoid raised an eyebrow at Chrysalis.

"Commander?"

"As you said before, the hive is in dire straits."

Setting the chalice on the floor between the two of them, she sat down on the ground and motioned for him to do the same.

"I can't trust you on your words alone, and you would be an idiot to trust me not to betray you. This is important to both of us, however, and so I propose we swear a blood oath."

"A blood oath?"

"Yes. It's a magical promise that may only be broken under penalty of death. Each of us will add our blood to the cup, and I will cast the spell upon it. You will have to add your own magic, and one of us will swear an oath. The other will accept and drink some of the blood, before swearing their own oath. The first will accept and drink the rest, and the spell will be complete."

Solenoid thought for a moment before gulping.

"Fine."

Chrysalis nodded and plunged the knife into her leg, breaching tough chitin with a crack. Holding it over the cup, blood trickled into it as her magic soon sealed the wound. She passed the knife to him, and he wiped the knife off with his fur, before slicing into his skin. His blood, brighter and thicker than hers, soon joined it in the cup, swirling together. The changeling shot a bolt of magic into the blood, and it soon glowed a dim green. Solenoid poured his own magic into it, and the cup glowed a bright yellow.

Looking him in the eyes, she spoke.

"I, Chrysalis, Queen of the Changelings, do swear upon my blood and my life that my hive shall ally with Masquerade to overthrow Celestia, Princess of Equestria, and that I and it will peacefully join the new country created by them."

He nodded, and said "I accept."

Gagging slightly, he forced down some of the coppery mixture. He spoke once he cleared his mouth and throat.

"I, Solenoid, leader of Masquerade, formerly Alan Crowley, do swear upon my blood and my life to ally with Queen Chrysalis and her hive to overthrow Celestia, Princess of Equestria, and that in the new government created they will have rights equal to all other citizens, and that they will have proportional representation in it."

The changeling queen was silent, staring at him for a minute before speaking.

"I accept."

Gripping the cup with her magic, she gulped down the remaining blood. For a second, he felt a constricting sensation, like he was choking, but it passed.

"Was that it?"

"Yes."

Grinning, he leapt up and shook Chrysalis' hoof.

"Welcome to Masquerade, Queenie!"

"Don't call me that."

Author's Note

That was a long pause, wasn't it?

The reason for it was that I was busy being my superhero alter ego Procrastic Man, defending the world from my mediocre writing. Alas, I was brought down from my crippling weakness, a mineral called guiltonite.

Intermission: How the World Fell Under Darkness

A man weaved through the alleyways of Administrative Sector 1.1.27.71, a city once called Phoenix. He had brown hair and eyes, and he wore a patched up pair of boots and an old buttoned-up coat, his hand held over the pocket. There was a thin layer of scruff on his face, not by choice, but because even if he could scrounge up the credits, he'd find better things to do with them than buy a Cosmeticorp razor, so he settled for what he had.

The sky overhead was murky and grey, and the chill of winter caused him to pull his collar over his face. Each time he reached a corner, he would stop and look over his shoulder for pursuers. Finally, he reached his destination.

It was a dilapidated building five stories tall, with windows lining the front, a few of them intact but most of them glued together or with plastic taped over holes. The only sort of sign identifying the building was a plaque next to the door that read "24601". He knocked on the door three times before stepping aside to listen.

As footsteps approach the door, he called out.

"Captain, it's me, Crowley. I've got the stuff."

The door's lock clicked as it cracked open a few inches, the deadbolt still latched. An eye peered out at him, a much lighter color than Crowley's own. A moment later it disappeared and the deadbolt was undone and the door opened.

Frank "The Captain" Botha ushered him in before re-locking the door. The reason for his nickname was immediately clear, his eyepatch and peg leg being his most defining features. He was of obvious African (now Sector 3) descent both from his accent and his dark skin. He lost his leg when he was a child back in Sector 3, and he lost his eye to Securicorp. He was one of the few people who knew what his country used to be called, but his parents moved to Sector 1 to try to get a better life (they didn't; life was mostly the same no matter what sector lived in) before he ever learned the sub-sector numbers, and he couldn't find Numibbiya on a map.

The Captain made a living renting out rooms for barter to people who couldn't get an Estatecorp apartment. Technically, this was illegal, but because there was little other choice to keep the homeless from piling up in the streets, landlords like him weren't actively hunted down. Of course, that didn't mean Securicorp would play nice if he was caught, like he had been a few times before. He and Crowley couldn't exactly be considered friends, but because he payed for the health expenses of his tenants he was Crowley's best customer.

"You're early," the Captain said, setting the deadbolt.

"Securicorp raided my place last night," Crowley replied, unbuttoning his coat. "It was fun losing those clowns, but I couldn't get any sleep even after I finished setting up my new place. I decided to come here instead."

"Alan, have I ever told you that you are a crazy bastard?"

"At least five times. So, where is she?"

The Captain thumbed behind himself. "Number eight."

Crowley nodded and began walking, pulling a small jar out of his pocket. He unscrewed the lid, revealing a second makeshift lid with a wick sticking out of it. He frowned, bringing it up to eye level and swishing the clear liquid inside.

"I'm gonna want some alcohol as payment next time, purest stuff you can find," he called out over his shoulder.

He knocked on door number eight, and entered, greeted by an old woman lying in a bed, covered by a frayed blanket. After exchanging pleasantries with her, he placed the jar on her table, along with a few other objects from his pockets. Lighting the jar's wick with his flint, he brought the needle of his injector into the flame. It looked similar to a syringe, except for the thick needle he had made from a pen and the fact that it had no plunger of any sort. After a few seconds, he pulled it away and waved it around to cool it.

Extinguishing the flame, he walked over to the woman's bed and had her put her arm on the bedside table. Crowley cleaned a spot on her arm before putting the injector in place. The woman yelled in pain as the thick needle pierced her skin. Crowley put his weight on her arm to keep her from jerking it back. He really wished he had an injection gun. They may be annoying to sterilize, he mused, but they were painless and easy to use.

As she calmed down, he pulled a tube out of the pocket he had been holding his hand over. It was filled with a grey fluid, but although he removed the plastic cap on it, it didn't drip out of the hole on the bottom. He slid it into the injector sticking out of the old woman's arm and it clicked as he twisted it in place, the end sticking out. He placed one more thing on the table; a battery with two wires connected to it. He placed the wires on two contacts on the end of the tube and the fluid quickly shot out into the woman's bloodstream, making her shiver. He pulled out the needle and the puncture wound quickly closed. He talked to her as he re-sterilized it.

"If you see blood or metal in your stool, that's normal. It's just the nanites and the tumor. If you keep seeing it after five days, that's not normal. Tell the Captain to tell me about it if that happens. Oh, and if you're vomiting blood or chunks of flesh, that's not normal either."

"Anyway," Crowley said, putting everything back in his coat, "You should be feeling right as rain in about a week. Have a good evening, ma'am."

He left and rejoined the Captain at the main hall.

"Payment?" the Captain asked.

"Payment."

"Max's cousin, Jorge has a rice field he has hidden away from Securicorp and he sent some for him to pay as rent. I'm willing to give you a bag."

"Sorry Captain," said Crowley shaking his head. "It may be a break from canned shit, but I went through hell getting those nanites."

Lifting his shirt, he pointed to a faint scar on his abdomen. "Medicorp keeps their cancer nanites under some pretty heavy security. I got shot in the gut getting away."

Letting it fall, he continued. "I had to use some of my emergency stock to keep from being poisoned to death from my own body. I don't have the equipment to make that kind of stuff. The rice is pretty good, but I want something a little more."

"What do you have in mind?"

"You mentioned a few books Dave found. I want one of them, The Goetia."

The Captain chuckled. "What, is that All-star Crowley one of your relatives?"

"Nah. I've just always been interested in magic. You know, when I first started learning about this stuff, it wasn't because I wanted to use it for healing diseases and such. I though I could use it to get magic, or psychic powers. You know, like in comic books?" Crowley rolled his eyes. " Guess all dreams are meant to die, huh?"

"There's no doubt about that."

The Captain closed his eyes for a moment in thought before handing him a card. " Hey, how about instead of the rice I give you this?"

"What's this?" Crowley asked, examining it. As he looked at the back, his eyes widened in realization. "Holy shit, this is a credit card! How the hell did you get your hands on one of these?"

"If I told you that, I would be incriminating both of us. Let us just say I got it from a friend of a friend. Now, that is a Foodcorp card. It has enough credits on it for a good meal, and a stiff drink too. I think you deserve one of those, Alan."

Crowley grinned. "Thanks, Captain."

"It is no problem."

After a productive day with a few more house-calls, a very sick farmer who grew illegal grain (apparently he had started after that disaster Foodcorp, or, to use the real name, GM-Kraft Foods, had with the plastic wheat), and a gang member turned to swiss cheese by Securicorp, Crowley was off to make use of his credit card. The people he passed as he reached the more well used streets were strangely anxious, whispering to one another.

Did a corp head die? Eh, whatever. Not my problem.

He found what he was looking for; a Foodcorp bar. He had expected people to stare when they saw someone like him walk in, but they were too interested in discussing what had happened to pay attention to him. He went up to the bar, and, after grabbing the bartender's attention, he made use of his credits, ordering a steak and something he often craved but rarely got a chance to drink: absinthe. He had prepared it and was just taking his first sip of the cloudy, licorice flavored beverage, when the entire bar went silent. He glanced at them, then looked to the television screen they were staring at. It was a Newscorp broadcast.

The ticker read 'gement Corporation CEO. Continent suddenly appears in Oceanic Sector 1! Researchers still studying bubb'

Above it was a caption that read 'Celestia; Leader of Equestria'

What had grabbed the attention of the bar was the speech apparently being given by a horse.

Crowley frowned as he listened to it.

Could this be a joke? No, Newscorp might be the most likely to do it, but the corporations don't do jokes.

He studied the creature, half paying attention to the speech, when it suddenly hit him. The hair flowing indoors, the soft blue glow around its horn and the microphone...

His eyes widened as he whispered, awestruck. "Magic..."

The next few months were the most eventful ones in his whole life. Not personally, of course, but for the world. Weathercorp released reports that the Barrier was slowly expanding. Soon after, Medicorp announced Project Phoenix as a joint project with Equestria, but refused to explain what it was or what it was meant to do. That became obvious, though, when the first Conversion Bureaus opened.

Crowley didn't trust it. None of the corporations ever did anything if it wouldn't mean they profited somehow, and certainly not if they somehow managed to figure out it would hinder them. Medicorp's motive was obvious: self preservation. It was Equestria's that bothered him. Why take in billions of people with an entirely different culture and way of life? Equestria's natives would become a minority. He had a feeling there was something else beneath it all. Besides, even if he did trust it, there was only a one-third chance he would get magic from it. He didn't like those odds. No, he figured it was better to wait and see if the Corporations would do things right for once.

But they seemed to do the exact opposite. They started to pull out of the public eye as more and more of the higher-ups took the serum. As more and more of the strange newfoals began appearing, it started to seem like Equestria was running the show instead. Even Securicorp started easing up, sparking a rise in gang activity.

That was until rumors started about a man named Reynald Johanson. He started speaking out against Equestria, saying that everything that had happened was an attempt to destroy humanity. People started listening, and when he told them to take up arms, they did. When his followers managed to take over an Armscorp warehouse and raised a flag over it with the letters HLF, the Human Liberation Front was truly born. Ponies for Earth's Rebirth showed up not long after, getting into fights with the HLF and forcing the Ponification Serum upon people. The two groups started to swallow up other gangs and rebel groups. Most of them joined the HLF but PER got a large boost from newfoals.

Personally, Crowley though the HLF was a band of backwards rednecks and PER was a step too far in the other direction, so he stayed out of it the best he could.

Today he was headed for the Captain's building for his weekly visit. Apparently, one of the tenants had begun coughing up blood and tissue. He would examine him and see if he had anything that could fix it. It wasn't guaranteed, though. There were some things not even nanites could heal. As he reached the building, he couldn't help but feel like something strange was going on. He tried to knock on the door, but it pushed open when his hand hit it. It wasn't like the Captain to leave the door unlocked, let alone open.

He walked in cautiously, only to find a red unicorn with a black mane looking through his saddlebags. He noticed Crowley, and greeted him with a "Hi!"

Something about him seemed familiar, but he couldn't figure out what. "Excuse me, uh, sir, but do you know where the Captain is?"

"Please don't call me that!" the pony said, cheerfully.

"Huh?"

"I'm Frank! Oh, but I don't really like that name. Call me Big Heart!"

Wha...at?

This was the Captain?

No, no, this can't be right. But... his eyes are the same color as the Captain's... and his voice is the same... But his accent is completely gone.

Speaking of which, his eyes seemed to be glazed over, as if he wasn't quite there. Crowley was getting very uncomfortable just being in the same room as him.

"Um, could you tell me where the guy I'm supposed to examine is?"

"Oh, him? He went to the Conversion Bureau! I bet he's on his way to Equestria now! Oh, I should be leaving for there too! Gosh, I wonder if I'll be able to meet Princess Celestia!"

Gosh?

"But what about your tenants?"

"Oh, they'll go to the Conversion Bureau too, soon enough! Everything will be great when they're ponies!"

Crowley was shocked. "Frank, what the fuck is going on?"

Big Heart cringed. "Language, Al!"

Crowley had just noticed that Big Heart hadn't stopped smiling that entire conversation, even when he cursed.

This isn't him. This isn't him. This isn't him. This isn't him.

Whatever it was that stood in front of him, it was not Frank Botha. Maybe it used to be him, but it wasn't now.
He started to back away slowly, full of revulsion and a primal sort of fear.

Big Heart cocked his head. "What's the matter, Al?" He may have meant to say it in a concerned voice, but he sounded more like a curious child.

Crowley turned around and ran.

He didn't know where he was going, and he didn't care as long as it was away from that thing. He stopped to lean against a building. This wasn't one of the busiest streets, but it wasn't nearly as deserted as the ones he usually took. He caught sight of some men in front of a building staring at another building across the street. Strange.

Just as he had caught his breath, the building the men had been staring at exploded. Without thinking, he jumped behind a trash can. Peeking out the side, he saw that the street had become a battlefield in an instant. Both ends were blocked off, and humans and ponies swarmed out of the burning building. Humans on both sides used guns and grenades. The normal ponies and the newfoals were distinguishable by whether they used weapons, like knives, spears, or their own magic, or whether they carried clear glass containers full of purple liquid. Potion bombs. He had heard of them recently, apparently the ponification serum worked topically as well as orally. They commonly resulted in underdosing, resulting in disfigurement and death.

After seeing what had happened to the Captain, however, he couldn't help but wonder which was really worse. He went back to hiding, trying to make himself as small of a target as possible. However, after an explosion just missed him, he realized he had to get somewhere safer before he was killed or worse. He thought about trying to run to the PER building that had been bombed, but he thought of Big Heart and shivered. He would have to try to cross the street to get to the building the men had been standing in front of; it looked like the HLF's outpost. He fingered a syringe in his pocket. He had managed to find it back when he stole the cancer nanites. It was a one-time self-disposing syringe full of all-purpose healing nanites that he had been keeping on him in case of emergencies. He figured that if he got shot here that it would definitely count as an emergency.

Gulping, he made a mad dash for the HLF building, trying to keep from standing still and stay behind the cars. By dumb luck, he had managed to get across in one piece. He walked through the door, only to find a machine gun an inch from his face. His hands shot into the air.

"Don't shoot! I'm just trying to get out of the firefight, I- I- I'm a nanite engineer, I've got nanites to help treat the wounded." He hoped it sounded more convincing to the burly man pointing the gun at him than it did to him.

After a few seconds, a lanky man spoke up. "Ey, Bill, one'a da medics got hit by a potion bomb, didn' he? Why don' we see if dis guy's tellin' da troof?"

Bill grunted in reply. Crowley supposed that meant yes, because the gun was now behind his head and he was being led to the back of the building. They reached a room full of beds, and he was led to one where a man was clutching his side, moaning in agony.

The lanky man looked expectantly at him. He supposed he had to use his emergency syringe after all. He doubted either of the men would be very happy if he made his patient scream. He pulled out the syringe and removed the lid, tapping the side to remove any air bubbles. Holding the man's head in place, because he doubted he would be able to get to his arm very easily, he injected the nanites into the man's jugular. Within a few minites, the man quieted down as his wound sealed itself. He heard a tap as the bullet the man had been shot with fell on to the floor.

The lanky man nodded. "You keep at dat, den. C'mon, Bill, let's get back ta da door."

Crowley set up what he needed, this time keeping his lamp lit. He went from patient to patient, sterilizing, injecting and sterilizing again. He wasn't as gentle as he usually was, mostly because all of the people who were conscious afterward were less than appreciative of his treatment.

The shooting outside had stopped, and he was just using his last nanite tube when a man walked up to him. He was the cleanest person he had seen since the fighting started. He supposed that meant he was important.

"You're Alan Crowley, aren't you?"

Crowley narrowed his eyes. "How do you know that?"

"You're the best nanite doctor in Sector 1.1. I'm here to offer you a job."

He raised an eyebrow. "What kind of job?"

"We're trying to find a vaccine for the ponification serum. Part of it uses nanites, so we've been looking for people like you. We can give you food, a place to sleep, and any equipment you need. What do you say?"

Normally, Crowley would dismiss this kind of offer out of hand. But, after what happened today... After seeing what the serum really did... He didn't want anyone else to end up like the Captain, even if it meant working with the HLF.

Gritting his teeth, he shook the clean man's hand.