Maximum Ride: Cause Saving Just One World is Too Easy

Chapters

Chapter 2 *Rewritten*
Chapter 3 *Rewritten*
Chapter 4 *Rewritten*
Chapter 5 *Rewritten*
Chapter 6 *Rewritten*
Chapter 7 *Rewritten*
Chapter 8 *Rewritten*
Chapter 10
Chapter 1 *Rewritten*
Chapter 9

Chapter 2 Rewritten

Chapter 2

"There they are!" Gazzy yelled. Sure enough, when I looked to the cliffs in the distance, I could just make out half a dozen black forms approaching us. The hawks pulled up alongside us, their powerful wings working in sync with ours', and began to fly with us. When Angel had been kidnapped, Nudge and Fang had waited for me in the birds' cave while I rescued Ella, who I had no idea I was related to at the time, from a group of bullies and got shot for my troubles. It's a small world and all that.

"Ewww! One's got a rat in its mouth!" That was Nudge. Seeing the raptors tearing apart small rodents and snakes had permanently put her off meat.

We flew in tight circles using tiny adjustments with as few as two or three feathers, a trick we had learned from the birds of prey themselves. The majestic hawks kept a tight formation with us while we pulled stunts; they had become well used to us due to our almost daily flights with them.

Eventually, I remembered why we were here. "Guys! We gotta go!" One by one, they peeled away from the birds and fell in behind me. Despite the increasing darkness, the hawks kept pace with us until we reached the very edge of their territory, where they turned back with piercing cries.

I heard Total sigh as he poked his head out of Fang's backpack; lucky he remembered to bring food. "Jeez, you know those birds give me the creeps. Why do you guys have to hang out with them?"

I removed him from the backpack mid-flight and zipped him up in my windbreaker. "Lighten up, Total," I quipped, "Not all of us look like a snack." I ignored his mumbling and shouted, "Flock! Stack up!" Fang positioned himself above me, with the rest of the flock taking their places above him, with Angel at the top. We fly like this often to practice synchronization, as our wings have to flap at the exact same time, lest we hit each other. We angled towards California and flew off into the darkness.

"Maaaaaaax..." I heard Nudge whine from somewhere to my left; we had broken formation an hour ago. "I'm hungry!"

I sighed, not willing to admit that I was as hungry as her. "All right, but we gotta eat on the fly." Slipping off the backpack I had removed from Fang, I rummaged through it and withdrew a couple fruit bars. I held them out, and Nudge swooped in to take them. I began handing them out to the rest of the flock, and after they all had some, I started munching on my own. It wasn't much of a meal, but Fang hadn't packed as much food as I had previously believed. The backpack's main purpose had been a Yorkie ferry service. Speaking of that little black bundle of... fun.

"Hey!" he yelled indignantly from Angel's grip, "Where's my food?!"

"You ate plenty when we were flying with the hawks. You can wait until we stop." I snapped; the dog had eaten at least half of what Fang had brought, another reason for the meager rations. Too late, I saw Iggy and the Gasman flying next to each other, whispering something I couldn't hear. "What are you two doing?" I snarled, knowing what their response would be.

"Nothing!" they yelled in unison, way too quickly and too loudly to be convincing, but I wasn't going to get anything out of them, so I would have to wait until whatever they had planned came to pass.

An hour later, I found out. They timed it perfectly. We were just beginning to falter and slow, and I gave us another thirty minutes before calling it a night. Unfortunately, I also stopped expecting the pranksters to pull something. "Think fast, Max!" I heard Gazzy's voice ring out as a water balloon, yes, a water balloon, hit me in the back of the head and soaked me.

From there it became a war-zone. Gazzy and Iggy were pulling seemingly infinite water balloons from their jackets and winging them at whoever happened to be closest. How would they get these weapons of mass hydration, you ask? I have no idea, but the blind mutant always had some on hand; it was better than him throwing the bombs that he also always had close by. Another balloon burst on my leg as I banked and flew up towards them. Catching Iggy unawares, I grabbed him and pulled him between me and the Gasman. As I did so, I flapped Iggy's shirt and the multicolored globes fell to Earth, probably soaking some poor guy's car. At that exact moment, Gazzy ran out of balloons and the two partners in crime began cackling like madmen. Disgusted, I shoved Iggy away and put some distance between us; it was fun watching him struggle to right himself.

We flew in silence for a while until we saw the glow of those glorious golden arches. Without a word, we angled down and landed behind the restaurant. Unfortunately, Mr. Tall, Dark, and Silent had neglected to bring money. Fortunately, we're used to dumpster-diving.

"I found some veggie burgers!" Nudge whispered loudly, thrusting the sandwiches in the air. I settled for half a package of fries, a hamburger that wasn't fit for sale but still edible, and a baked potato. None of it tasted good, but it was a step up from char-boiled desert rat.

The "meal" was quickly finished, due to our hunger, and soon we were in the air again. We flew high enough so that we were positive that we couldn't be viewed from the ground. When the pinpricks of light that represented the small town faded into the distance, I knew that we were over a forest. I dove, feeling the wind whip by, and fell almost to the top of the trees. I dipped below the treetops and settled on one of the branches while the rest of the flock took their places atound me. Iggy had first watch, because he could hear a fly cough from fifty yards. The rest of us exchanged our good nights and settled in for the night. We had made a little more progress than I thought we might, but I figured we still had half a day before we got to the School, not including stops. I closed my eyes and sleep slowly overcame me.

The rest of the flight from the following morning passed without incident, and around mid-afternoon we found ourselves hovering high above a field nearby the School, watching the unveiling of Project New Beginnings. The information Nudge had gotten off the internet was a day off, and we were lucky to arrive a little earlier than we expected. Below us, around a makeshift stage, was a group of fifty flyboys; from this distance they simply looked like men with elongated faces and fur, albeit with giant wings tacked onto their backs. In the center of the stage, though, was what I could only describe as... a stargate. It sat on a large, unobtrusive pedestal and had large, black rings around it every foot or so down its circular length. A large crowd of whitecoats surrounded the stage.

I swear, if these scientists weren't the epitome of evil, than cancer, STD's, and all other diseases would be cured in a heartbeat. But no, their approach is to kill anyone with a sickness because they're "holding back the human race." Suddenly, a woman walked up onstage and held up a microphone. Judging by the way the crowd fell silent immediately I figured that she was a higher-up in Itex, the School, or both. She brought the microphone up to her mouth and cleared her throat.

"Ladies and gentlemen," she began, "I am sure that by now word has reached you about the unfortunate incident in Germany, which involved the premature cancellation of the By-Half Plan." She allowed the crowd a moment to grumble before continuing. "If you are here, than you have come to the same conclusion that my colleagues and I have: our future lies not in this world, but the next." I looked over my shoulder to see Iggy, Gazzy, and Nudge stifling giggles at the ridiculousness of her statement, but I wasn't amused; they wouldn't announce something like this without evidence behind it.

I looked back down so I wouldn't miss the woman's next words. "Here at the School, we have moved beyond the boundaries of genetics. Instead, we have crafted this machine." She indicated the stargate with a dramatic sweep of her hand. "When activated, this device punches a hole through the fabric of space and time into a new world. There, the human race can start anew; there, we no longer need to worry about those failed experiments known as the flock standing in our way!" If only she knew.

"Oh come on!" Nudge said as loudly as she dared, "They have no idea what the new world would be like! I mean, there could be a boy that can create things from mere thought, or there could be an alliance of alien races bent on destroying Earth and the only thing that stands in their way is a heavily armored super-soldier! In fact, there may not be anything on the other side of that thing!"

I tried to hug her in mid-air, but it didn't work out well. "Once again, supposed genius logic is picked apart in seconds by a twelve-year-old!"

We all hushed up once we realized the woman had started speaking up again. "In a show of good faith, we will take ten volunteers from those of you gathered here to enter this new world. After one week, the rest of us will go should it be determined to be safe. A contingent of robotic eraser units will accompany these volunteers, along with myself, just in case. So, who would like to be he first?" About twenty hands were raised, and ten of those were selected. While this was happening, a group of whitecoats were bringing up enormous, military-style backpacks and putting them on certain flyboys. "Some of the eraser units are being outfitted with provisions to last us all the week, but we must learn to fend for ourselves as well; we will not have these forever once the rest of you cross over with us. Now, the moment you have all been waiting for. Power up the portal!"

As she had been speaking, a separate group of whitecoats had taken their places at the stargate (no, I'm not going to stop calling it that) and began pressing buttons on control panels that we couldn't see. A loud hum filled the air, and the inside part of the ring split in two. As the whtecoats continued their work, the space between the two halves of the ring began to glow a bright blue, and the humming increased in volume. Suddenly, beams of light, the same shade as the glow in the gap, shot from all sides. They flew out at every possible angle, exiting from one end of the ring and entering at the opposite side. Eventually, they coalesced into a rippling field of blue light. At this point the hum hert our ears, even this high in the air.

"The eraser units will enter first!" The woman had to scream into the mic to be heard over the noise. "Followed by me and the volunteers! When the last of us is through, the portal will close. In one week, the rest of you will be able to join us in a glorious new beginning!"

They're going to ruin whatever world they arrive in. I thought to myself. Then I made one of my famous snap decisions. Why are they famous? Because they usually end up being incredibly stupid. I looked back down to see the last couple volunteers passing through the gateway.

"Guys!" I yelled, "Come on! We gotta follow them!"

I dove, wings tucked in tightly, and was relieved to see the others do the same. The wind tore at my clothes and the g-forces played hell with my face, but I stayed on course. Through the tears in my eyes, I saw the last volunteer step through the brilliant blue plane. The distance between me and the portal grew smaller rapidly.

Max, wait! The Voice screamed, but it was far too late. I shot through the portal, and immediately felt as if every cell in my body was being stretched to its limit, then as if my entire being was compressed into the space of an atom. My last coherent thought was hope that the rest of the flock had made it in before I lost consciousness.

A/N I wonder where they'll end up? I'm sending this in to Equestria Daily after this is posted; wish me luck!

Chapter 3 Rewritten

Chapter 3

I awoke without a sound and looked around. I was lying in a clearing in a dark forest. The rest of the flock was strewn about around me, still unconscious, and I started to get up when something caught my eye. On the other side of the clearing, all fifty flyboys stood at attention, looking for all the world like soldiers ready to go to war. I froze, my heart racing, and waited for the incoming assault, ready to leap into the air at a moment's notice. But none of them moved. Then I noticed the whitecoats, unmoving, on the ground before them. Sighing in relief, I realized that they must not have received any specific programming regarding the flock, yet.

I crawled on my hands and knees silently and tapped Fang, who happened to be closest. He too, woke without so much as a rustle. From there, I went around tapping hands until we were all awake. When they all looked at me expectantly, I began to sign for them to take off in the language we had created, but I was cut off.

"Get the mutants!" It was the same freakin' lady. She must have woken on her own.

"Up and away! Now!" I screamed as the flyboys shot towards us. My wings snapped open and I flapped hard as I sprinted down the clearing. We can take off from a standing position, but it's a lot harder and slower without a running start. As one, we rose into the air, with the flyboys hot on our tails.

Unfortunately for them, over half of them forgot about the backpacks they had strapped on, so only a dozen of the robots were actually chasing us. I laughed mirthlessly as those with the backpacks fell to the ground. Looking back ahead, I saw Fang with Total in his arms gaining altitude. I caught up with him, and the others paired off to lose our pursuers.

As we watched Angel and Nudge speed away with four flyboys behind them, Fang and I sped up to keep ahead of our own nuisances. "Just like old times!" Fang yelled with a smirk. Sadly, it was true.

I shook my head. Somehow, his sense of humor comes out when we're fleeing for our lives. "Let's lose 'em in the trees!" I shouted back, and we dove into the forest.

Underneath the treetops, it was a lot harder to maneuver, but the flyboys would have a lot harder time of it than we would, trained as we were. Stray branches and leaves whipped at my face and I even had a couple feathers torn out from near collisions with trees. A yip from behind told me that Fang was still there and Total had just intercepted a branch with his muzzle. The flyboys, however, were crashing into the trees in a glorious orcheastra of destruction. It wasn't enough to stop them for good, but at the very least it would discourage them from following us so we could plan our next move.

Gradually, Fang and I slowed down and stopped when we could no longer hear the crashes behind us. My heart was pounding and adrenalin was still pumping through my veins, but I took deep, calming breaths and began to relax. "All right, we'll take a breather here and then we're gonna find the others," I said.

"You know," Total boasted, "If you had just let me at "em, those flyboys wouldn't be let off with only a few dents."

I ignored his cockiness and leaned against a tree, just now observing the forest around me. The trees were close-knit and hung overhead menacingly. Even though it was mid-afternoon, it was dark as night under the canopy of leaves. Shadows lurked in every corner, and my trademark birdkid paranoia was beginning to kick in.

As Nudge said, the portal might not have worked in the first place. You're too important for you to take risks like that, Max. The Voice chimed in, sounding more than a little peeved.

What? If you could snarl a thought, I just did it. I'm supposed to save my own world but leave others to fend for themselves? You're right, it was too big of a risk, but the other way around. That shut him right up.

I turned to see Fang staring at me with a worried look on his face. "What'd the Voice say?" he asked.

"Nothing helpful," I snapped back, more annoyed than anything else.

He opened his mouth, most likely preparing to say something philosophical, but was cut off by a piercing scream. It wasn't Nudge or Angel, but it sounded very familiar and very female. I would have put more thought into it if Fang and I were't rocketing in the direction the noise came from.

Spike warily trudged through the Everfree forest, eyes darting left and right, looking for any creature that could attack them. His companion, a purple unicorn by the name of Twilight Sparkle, saw the dragon's jumpiness and sighed. "Oh Spike, you need to relax. Just enjoy the scenery and stop worrying about monsters."

"Twilight, what about the manticore, or the cockatrice, or the hydra? Remember those? I don't see why we had to come in this creepy forest in the first place," Spike complained.

"It was wnraged by a thorn in its paw, it caught me by surprise, that was Froggy Bottom Bog, and I need some supplies from Zecora," the unicorn listed, "I promise you we'll be fine."

Spike grunted and resumed scanning the trees for anything of malicious intent, until a dragonfly crossed his vision, that is. Why are they called that? He wondered, idly tracking the insect. It's not like they look anything like us.

He was extricated quite violently by loud crashing coming from the darkness nearby. "Twilight," he bega nervously, "You heard that, right?"

"Yes Spike, it seems something big is coming this way." She gulped loudly. "I guess you were right this time." The lavender mare took a defensive stance and lit her forn, while Spike grabbed a large branch that he intended on using as a bludgeon. The crashing noises had ceased, and now they were replaced by the sound of several beings making their way through the underbrush. The sound of hoofsteps increased in volume until Twilight and her dragon assistant were sweating in fear when... they stopped.

Twilight strained to make out anything, and a voice pierced the silence. "Directive confirmation requested." It sounded tinny and artificial, and both pony and dragon tilted their heads in confusion.

Another, similar voice sounded out off to the left of the first. "Directive is eliminate mutants. New mutants observed. Targets acquired."

As the second being finished speaking, four creatures unlike anything Twilight had seen before leaped into view. They looked like bipedal wolves with wings, but before this could be registered bythe mare's analytical mind, the creatures attacked.

Twilight let out an ear-splitting scream as they charged, and used her telekinesis to send one of the monsters crashing into a nearby tree, but the other three gabbed her and Spike and pinned them down. Two held them down, who were both struggling furiously, while the third looked over them with anemotionless gaze. "Resistance is useless," it said in an unpony monotone.

"I beg to differ!" Twilight, Spike, and all the monsters looked up in shock at the new voice. Well, Twilight and Spike did, but by the time their heads turned the monsters had been tackled by two new forms that fell from the sky in . They gaped awe as the new creatures dealt viscious blows to the monsters. Due to the element of surprise, the monsters were quickly beaten into submission until finally, the new arrivals drove their fists into the wolf-creatures' faces, eliciting a deafenig "crunch!" Twilight gasped; never had she seen another living thing killed, and especially not with such ruthless efficiency.

As the newcomers rose, their victims called out to them in voices that, even in the embrace of death, were completely devoid of emotion. "We are many. You cannot overcome us. We are many..." As one, they trailed off, forsaking this world for the next. The one Twilight had thrown into the tree was nowhere to be found.

"Yeah, yeah, we've heard it all before," one of the new creatures, seemingly female, growled contemptuously. Suddenly, a small black dog came running out of the bushes and looked at Twilight.

"Yep, just leave the dog to catch up to you while you go- What in the name of?!" The unicorn gawked at the little dog, who gawked right back at her. Spike had taken the easy way out and fainted when the new creatures had arrived. Twilight tore her eyes away ftom the strange talking dog and focused her gaze on her saviors, finally getting a good look at them.

Both stood on two legs and were almost twice the height. One, presumably the female from earlier, had a more slender frame with more curves. A dirty blonde mane fell down around her shoulders. Incredibly large wings stood proudly from her back, their fourteen-foot span covered in tawny feathers. The other had a thicker frame, but was still very slim; Twilight guessed it was male. His wingspan was even larger than the other's, and the feathers were the color of the darkest pitch. His mane was cut much shorter and was the same color as his feathers. Other than their manes, they had no fur. When they finally turned to regard the mare, they froze, the female had a look of amazement that mirrored the one on her own face, but the male had an expression of indifference. Contrary to his expression, however, the male was frozen in shock like his comrade.

"Yeah, yeah, we've heard it all before," I spat, glaring down at the destroyed flyboys. I watched as their eyes lost the light behind them, and then they shut down once and for all. A bolt of pain came from my knuckles, and I glanced down to find ugly bruises on my fist. Around the knuckles my hands were colored a sickly yellow and blue-black. I groaned softly and clasped my hands together as they began to ache. Punching metal, even under a layer of artificial skin, can hurt quite badly.

Behind me, I heard Total's complaint, followed by exclamation of surprise, and I decided that I probably wouldn't like what I saw when I turned around. When Fang and I dove towards the flyboys, we hadn't even bothered to look at what we were saving. All I had seen of it was a flash of purple. Steeling myself, I turned, spotting Fang doing the same beside me. Now I've been around. I've seen miserably failed genetic combinations and experiments that would make most people vomit, I've seen a friend die before my eyes, I've seen a grotesque being that the flock and I less-than-affectionately refer to as "brains on a stick," but nothing, and I mean nothing, prepared me for what I saw then. Except, possibly, a certain television show that I enjoy.

Before me, trembling in fear, was Twilight Sparkle and her faithful assistant, Spike, well, he was passed out on the forest floor, but youget the idea. My favorite pony was standing right in front of me, looking as speechless as I was. My mouth was working uselessly, but no sounds came out. Uh, Voice? I thought nervously. Any thoughts?

I'm just as shocked as you, Max, but perhaps it would be prudent not to mention that you know the intimate details of her life, if the show even reflects accurately onto this world. The Voice actually replied when asked a direct question, imagine that.

Spike was the first of us to get over the shock. He bolted awake and pointed a claw at Fang and I, asking, "What are you? What are those things? Where did you come from? Why did those things attack us? Are you aliens? Have you come to invade?"

Before I could answer any of his questions, Twilight butted in, scolding him like a misbehaving child. "Spike! They just saved our lives! Be nice!" She cleared her throat and looked down sheepishly for a moment before continuing. "But I would like to have those questions answered."

I opened my mouth to respond, but I was once again interuppted, this time by the rest of the flock calling my name in the distance, so I said, "Wait here, Twilight. I'll get the rest of us and we'll answer then." Total scampered over and when I scooped him up, we took off. It was only when the mare called for us to wait when I realized that I had called her my name. Crap I thought, mentally berating myself.

As Fang and I climbed into the sky, Total squirmed in my arms. "Twilight Sparkle, can you believe it? We're in Equestria!"

I groaned. "Not now, Total. Wait until the flock gets here." When we had climbed to about four hundred feet (yes, it matters), I looked around for the others. Off to the right, I could see Iggy and the Gasman making their way towards us. Gazzy was chattering excitedly as they flew. I spotted Angel and Nudhe approaching from the opposite direction.

When they got close enough, Gazzy yelled, "Guys! I saw Ponyville! We're in Equestria!"

Iggy moaned. "He's been jabbering about that since we lost the flyboys. Please tell me he's joking."

He isn't, Iggy. We just saved Twilight Sparkle from the flyboys. We actually are here." Iggy lost the little color that remained in his face when I informed him of this. Nudge, however, didn't seem to grasp the gravity of the situation.

"Oh. My. Gosh! This is so great! I mean, I didn't think Equestria was real, but since we're here it must be! Oh man, I wonder if Pinkie Pie's around? I have to meet her!"

"No," I cut her off before she could build up too much momentum, "We can't go messing around with all the ponies. We have a job to do, and the quicker it can be done, the better. Besides, we don't even know if they're anything like their show personalities."

"But-"

"No buts!" I interjected for ka second time, "We're gonna go meet Twilight and then plan our next move.

I was pretty sure I heard her mumbling something about meeting my favorite pony, but I descended to the place where we left Twilight before they could argue even further. Scanning over the treetops, I quickly spotted the purple mare and angled through the branches. A couple stray twigs whipped my face and arms as I plowed through them. I flared my wings and landed in front of her, while the rest of the flock fell therough the trees to land behind me.

"Um... hey," I began awkwardly, "I guess we should go ahead and introduce ourselves. I'm Max, Maximum Ride, this is Fang, Iggy, Nudge, the Gasman, and Angel." I indicated each of them in turn. Then I froze. We never give our real names, so why had I given them so freely to a pony?

Twilight nodded to everyone and smiled. "Well my name's Twiligh Sparkle, and this is my assistant, Spike." Her smile faded as she turned back to me. "But you already knew that, didn't you? Didn't you call me by my name as you flew off?"

I took a deep breath and tried to keep my voice under control; lying to another person is no problem. Lying to a pony, however, makes you feel like scum. "No, I don't know what you're talking about."

The mare didn't push me, but her pensive expression told me that she didn't buy it. Instead she said, "Anyway, I have a lot of questions for you. For instance, what exactly are you? Where did you and those other monsters come from? I've never seen anything like you or them. Also, why did you kill those things? Was that really necessary?"

I sighed, I do that a lot nowadays. "It's a long story, and I'd like to discuss it somewhere far away from here."

She grinned at this. "In that case, it's quite a walk to my home. We can talk on the way there."

I stared down at the unicorn, her head was tilted upwards to meet my eyes. "You would let a bunch of unfamiliar, possibly violent creatures into your home?"

"You don't exactly seem to be the cold-blooded killer type, all evidence to the contrary, and besides," she fixed me with a glare that managed to intimidate even me, "I can take care of myself."

Unfortunately, I immediately replied just how I usually do when threatened. "Right, like you 'handled' those flyboys." Even before I got all the words out, I heard the flock groan. Sure, they are all as snarky as I am when faced with egotistical megalomaniacs (Yay! Big words!), but this was a pony we were talking to.

She blushed a bit when I said that. "They caught me by surprise!"

I chuckled. "Never mind, let's just go." I let her take the lead, with Spike on her back eyeing us quizzically.

Angel I thought Tell them to keep an eye out for flyboys and stay close. This could still end badly. She nodded, indicating that she had "heard" me. Having a six-year-old mind-reader can be terrifying, but she sure can be useful.

"Maybe we should start with those flyboys you mentioned. What are the?" Twilight asked, eager to change the subject.

"They're robots, designed to hunt us down," I said, then launched into a summary of our life so far, with the rest of the flock adding their memory of events when mine failed. As we were talking, I thought of the situation we were currently in. We were in Equestria a fictional world created by a woman named Lauren something. We hadn't read much fanfiction ever since Gazzy found one involving baked goods that reminded us a little too much of real life, but this sounded like the plot of a particularly bad one.

Twilight, for her part, had remained silent during our narrative, only her face betrayed her building shock at our words. When we neared her tree library thing as the sun was sinking low in the sky, she turned her head to face the dragon riding on her back. "Spike, go get the others."

As he hopped off and ran through the empty streets, I cast a confused glance in Twilight's direction. "Others?"

"My friends. Let's just call it insurance. I'm still not sure I trust you, so I'm going to hace them come over while I explain the situation to the princess." Then she facehoofed, she actually facehoofed. Twilight Sparkle facehoofed right in front of- *ahem* "Of course, I just sent my only connection to the princess off to find my friends."

She let us in and we gasped at the sheer volume of books adorning the shelves. Most weren't even shelved, simply strewn around on various tables arranged throughout the interior of the library. It felt as though we were in imminent danger of being crushed by an avalanche of theorums and obscure history lessons. As messy as it was, however, there wasn't a dog-eared page or bent spine in sight. All the books were lovingly maintained. Twilight noticed our looks and grinned cheekily. "Sorry, if I had known I was getting inter-dimensional guests I would have tided up a bit." That sarcasm, that's what I love about this mare. "Make yourselves comfortable. I'm going to start a letter to-"

A yell of "Hi everypony!" from a vase in the corner of the room stopped her in her tracks. A certain pink party pony jumped from said vase and introduced herself. "I'm Pinkie Pie! What I mean, who are you?"

Before we could answer Twilight interjected. "PInkie! How did you- nevermind. Spike couldn't have gotton to Sugarcube Corner yet, how did you know I needed you?"

"My left foreleg twitched twice and then my back right knee itched, so I knew we were doing another crossover!" Seven pairs of eyes stared incredulously until Nudge ran over.

"Oh gosh, Pinkie! Hi, I'm Nudge, I've wanted to meet you since forever!" This drew a thoughtful look from Twilight, and I winced. The two began talking at lightning speed, switching topics faster than I had ever thought possible. I whipped around when I heard Iggy's anguished scream.

"Dear God, there's two of them," he groaned.

Even Twilight laughed at that as she was fumbling for a quill and roll of parchment. We sat down on the floor and tried to gather our toughts as the unicorn began writing.

"Max," Gazzy whispered, "Do you think we can talk to Rainbow Dash? I mean, we're going to meet the Rainbow Dash! I can't wait!" It was hard to remember he's only ten sometimes. I realized that I needed to just let him be a kid sometimes.

"Yeah, Gazzy," I whispered back, "but you can't act like you know her. They probably won't react kindly if they find out about the show." He shot me a beaming smile that melted even my ice-cold heart, until I heard the Voice chime in, that is.

I'm proud of you, Max. You're learning to go with the flow."

I scowled inwardly. Something about you just puts me in a bad mood. I heard a laugh, but otherwise he/she/it was silent.

I scooted over next to Fang who, shockingly, was sitting in quiet thought. "So what do you think of all this? Aworld of talking ponies is a new one, even for us."

He chuckled. "I think," he began,"that I have officially gone insane."

I laughed and punched him lightly on the shoulder. "You passed that point a long time ago."

"You love it."

I hugged him. "Yeah, yeah I do."

"Aw, you two are adorable!" came a high-pitched voice from behind. I shot up and took a fighting stance before I recognized the source of the voice; a certain pink pony who was now lost in a fit of hysterical laughter. I felt my cheeks get hot and I knew I was blushing heavily. "You... you should have seen your face! You were all like 'Ahhh!' and then I-" Her tirade devolved into uncontrollable (not to mention adorable) laugh-induced hiccups and I looked at Nudge.

"I had nothing to do with this, I swear." I kept staring at her until she finally conceded. "Okay, maybe a little."

"Aaaaaaand... done!" Twilight announced, completely oblivious to our antics. "Now if only Spike would get back with-" She was abrubtly cut off by the door's deafening report as it slammed open, introducing a cacophony of new voices to the previously semi-quiet library.

"Twilight, I couldn't find Pinkie.... Oh, she's here."

"Who do these aliens think they are?! I'll teach 'em a thing or two!"

"Simmer down there, sugarcube. Spike said they saved her."

"Yeah! From others like them!"

"Hey, don't go judgin-"

"Both of you, please! You are both grown mares and you're arguing like foals! Not to mention you're scaring Fluttershy!"

"Eeep..."

To our credit, none of us immediately squeled in fanboyish/fangirlish joy. Instead, we simply stared, slack-jawed, at the newcomers. Until now, this all felt like a surreal fever dream; however, when the rest of the mane six and Spike arrived, we were forced to accept the reality of the situation.

About a minute of incredibly awkward silence passed until Rainbow Dash cocked her head to the side. "Can't they talk?"

I stepped forward to break the ice. "Uh... hi. My name's Max, and this is Fang, Iggy, Gasman, and Angel. Look, I don't know what all Spike told you, but I'm not going to go into it until Twilight gets word back from the princess."

At this, the unicorn levitated a scroll over to the baby dragon. "Right. Spike, would you mind sending this?" One flash of green fire and several startled birdkid jumps later, the room was quiet once again.

I looked over the ponies standing before us. Rarity was glaring disapprovingly at (I hoped) our choice of attire. Applejack's eyes were flitting between each of us, but the only emotion she exhibited was curiosity. Rainbow Dash was giving me a look that could only be described as sizing me up. Fluttershy, however, almost made me melt into a blob of sappy feelings. She was curled up in the corner farthest from us, her pink mane flowing down her quivering form.

I felt horrible for her, and was about to say something when I saw Fang move. He didn't say a word. He simply kneeled in front of the yellow mare and offered the kindest, warmest, most inviting smile I had ever seen on his face. Actually, I had seen that facce once before, but it had been directed at me; I kind of felt a twinge of jealousy. Fluttershy, on the other hand, responded with the ghost of a grin tugging at her lips. When Fang saw this, his smile widened considerably, which was shocking. We were all prettey sure that the whitecoats had given him the "unable to visually emote" gene.

Suddenly, he threw his arms around the little pegasus and drew her into a deep hug. She froze and became stiff for a moment, but soon relaxed and returned the gesture. We couldn't believe our eyes; Fang had never done something like this outside of the flock, and even then it was extremely rare.

When they finally broke apart, Fang was grinning wide enough to rival Pinkie's best, and Fluttershy seemed almost amiable towards the rest of us.

Spike's burp and subsequent eruption of fire broke the silence and revealed a new scroll. Twilight quickly snatched it up and skimmed its contents, mouthing the words as she went along. When she finished, she rolled up the scroll, set it aside, and said, "It seems that I might have seriously misjudged you all, but Princess Celestia wants to meet you. She is sending a chariot to pick us up, and you all are welcome to come along." She said that last bit while lookin around at her friends.

"Thanks," I quipped, giving my wings a shake, "but we prefer to fly under our own power." Planes. We hate them. I'm pretty sure flying chariots wouldn't be much better.

Rainbow Dash perked up. "Speaking of flying, how about a race?"

"Really Rainbow? Y'all jus' met a brand new species and all ya kin think about is flyin'?" Applejack asked disapprovingly.

"C'mon, AJ. I'm always thinkin' about flying. Besides, I know a fast flyer when I see one, and I'm dying to know how she measures up to me. So, Max, did you say? How about it? First one to Canterlot wins?"

I grinned, the cocky mare had no idea what she was getting herself into. "You're on." We started walking when Pinkie Pie piped up.

"I think this would be a good place for a scene change! I mean, do you guys have any idea how difficult it is to write believable dialogue for thirteen different characters? Let's give the author a break." After a couple of confused glances in her direction, we decided to ignore the hyperactive mare and go outside to prepare for the chariot's arrival and my upcoming race.

To say it awoke would be misleading. Waking up would imply enough of a mind to sleep in the first place. It simply... stirred. The mass of emotion hadn't felt much of anything since it was so forcefully expelled from that fool moon princess. But now it felt the consciousnesses of a multitude of strange beings.

Dragging its sluggish, cloud-like body upwards, the vaporous creature made its way to the surface and the strange newcomers above. When it arrived, it stayed underneath the ground and observed, confused. It was so hard to think without a body and mind enslaved to its will. Unfortunately, a number of the creatures fled, among them were the ones that displayed the most power. One of them would have made a perfect slave, but that wasn't the confusing part. What gave the monster pause was the fact that most of these new creatures had less of a mind than it, merely impulses that drove their entire being.

If it had anything resembling shoulders, it would have shrugged. A creature such as this would be easy to bend to its will. It flung itself at the nearest one.

I opened my eyes and rejoiced. This strange creature had been simpler to enslave than I had expected. Resisting the urge to draw attention to myself, I took in my new form.

I was bipedal, like the others nearby, but my body had been construed in some mockery of a wolf. My possession had grown this form, as well as elongating its teeth and claws and darkening its fur. Casting my thoughts inward, I discovered that my skeleton was made entirely of some sort of metal, explaining the creature's simple mind. Obviously, it was some sort of machine. I was impressed by how far technology had come. A sharp voice interuppted my brooding.

"Unit twenty-six! Why aren't yo- What..."

I turned to observe one of the smaller, actually intelligent creatures frozen in its tracks. "Ah so you can speak." I was disappointed with my new voice; it was too artificial and scratchy.

"What... what are you?" How cute, it was trying to keep sounding authoritative to save face in my presence. Maybe it was a leader of some sort.

"You may call me..." What was my name? In the princess's body I had been Nightmare... something. It would have to do. "Nightmare."

The creature, I am assuming female, judging by the tone, said, "Well, Nightmare, perhaps we can make an alliance, of sorts. Allow me to explain our current situation, and possibly you could shed some light on where we are."

"Very well," I snapped, "But know that if I become displeased than I will not hesitate to strike all of you down merely for disturbing my rest.

A/N FINALLY! I am so sorry with how long this took. Hopefully a sort-of-not-really long chapter will sort-of-not-really make up for it. A lot of things have been conspiring against me to keep me from doing this (band trip) but now that I have OSS (not my fault) I finally had time to get this out there. Love ya!

Chapter 4 Rewritten

Chapter 4

I stood in the half-light, watching Rainbow as she boasted to her surrounding friends. I stretched out my arms and felt my shoulders pop, then flapped my wings a few times to limber up for the upcoming race. It was probably unnecessary, considering the day I had had so far, but I didn't want to freak out Rainbow Dash by looking too nonchalant. Look, I'm not cocky or full of myself, but I knew I would win. Remember those abilities I mentioned? I can fly at over two hundred miles per hour. Fun fact, that's faster than anything alive. There was no way she was as fast as she is in the show. Even with all I had already seen of Equestria, I've seen way too much science crap to believe in that.

Max, you have to listen to me. The whitecoats and flyboys are still here. How can you be racing of all things at a time like this?

God, I can't believe this. Voice, you just told me to go with the flow and enjoy myself. We're going to meet Princess freaking Celestia for Pete's sake! She's gonna help us get them outta here before they try anything.

Very well. I can see that you know exactly what you're doing. The sarcasm was quite evident in its tone. Obviously, it had been learning from the best.

"Um, excuse me. I'm so sorry to intrude, but are you all right?" I glanced down to see Fluttershy, whose look of concern became one of fear. "I mean, it's okay if you don't want to share. It wasn't any of my busi-"

I cut her off with a wave of my hand. "You're fine, and I appreciate your concern. Now that you mention it, I'm not okay; I haven't been in a long time. This has been a really weird day for me, but I promise I'll explain in Canterlot, okay?"

She looked relieved after I said that. "O... okay. If there's anything you need, don't hesitate to ask. That is, if you want to." She almost killed me through overexposure to absolute adorableness.

I expected the pegasus to go join her friends in the circle around Rainbow Dash, but instead she opted to go snuggle up next to Fang, who was sitting against a tree. I watched, fuming, as he pulled her into a hug and fell asleep. A part of me said I was being ridiculous, that he's not going to ditch me for a member of a different species, but a much more vocal part of me wanted blood. Luckily, the arrival of the chariot and the cheers of ponies and bidrkids interrupted my blood-lust.

"You can do it Rainbow Dash!"

"C'mon Max!"

"Rainbow, Rainbow, she's our mare! She can do it, 'cause we all care!" Guess who that one was.

If the pegasi pulling the chariot were surprised in any way by our motley crew, they sure didn't show it. I watched incredulously as the rest of the flock clambered into the carriage. I guess, once again, my "never trust anyone" plan was being overruled, but what else is new? Once they got settled, all my fellow birdkids shot me happy grins, with the exception of Fang, who chose to chose to give me a simple thumbs-up. I ignored him, hoping he would get the message, and instead turned my gaze to the gleaming city in the distance that was Canterlot.

"Looks nice, doesn't it? Aw, forget that stuff. First to the castle wins! Of course, you could just follow me, assuming you can keep up, that is." I didn't need to turn to recognize that overconfident voice. Regardless, I faced Rainbow Dash. The smirk on her face reminded me much too much of sadistic scientists who already believed me beaten.

"Oh, don't worry about me," I said, shooting her a look that was halfway between a self-satisfied smirk and one of malice, "I just can't wait to see the look on your face when I get there first."

"Is that a challenge?"

"Is the sky blue?"

Fortunately, Pinkie Pie intervened before one of us (me) tore the other's throat out. "Oookay maybe I should give you guys a count off. Three... two... one... GO!"

I have to admit, Dash is a pretty fast mare. Her blazing takeoff would have left poor Newton in tears with her blatant disregard for physics. I launched myself into the air as well and gradually began taking back the ground... er, sky, I had lost. Pouring on the speed, I pulled up alongside the cerulean pegasus, her multi-colored mane whipped around her face in the wind as her wings worked powerfully. Dash's face colored in surprise when she turned, and I could just hear her voice over the sound of the wind.

"Not bad! But I'm just getting warmed up!" With that, the speedster put on a new burst of speed and her form rapidly retreated into the distance. I faltered for a moment before settling back into a rhythm and grinning. I never expected it to be easy. I felt the now-familiar rush of heat as I pushed nature's boundaries. The beat of my wings increased and I shot forward, the sound of the wind became a furious roar in my ears. My eyes began to water and I once again caught up to Rainbow Dash.

From there, the race became a fierce battle for dominance, neither of us were willing to give any quarter as we jockeyed for the lead. Once, while Rainbow's tail was whipping near my face, I got and idea. It wasn't fair or sporting, but I hadn't survived for this long by being the courteous model of chivalry. I grabbed a handful of her prismatic hair and yanked, hard. The pegasus yelped and lost the lead. Her indignant shouts fell on deaf ears, partly because I didn't care, but mostly due to the sheer volume of the wind around me.

With my view unobstructed by Rainbow's rear, I noticed that we were getting quite close to the castle. In fact, I was already flying over the quaint homes and shops that I probably would have appreciated more if I wasn't going borderline supersonic speeds... nah. Angling slightly towards Canterlot Castle, or whatever unimaginative name they had decided to call it, a strange structure caught my eye. It was basically two tall, white poles implanted smack dab in the middle of what I assumed was the royal garden, with a black and white checkered cloth strung between the two.

I had my customary "it's a trap" moment before I mentally shrugged and decided not to question it. Diving and doing a bit of a spin that was completely unnecessary but looked pretty dang cool, I blazed through the makeshift finish line, amazed that my turbulence didn't rip them out of their foundations. As soon as I was through I banked hard to the left. This served in effectively killing my speed and keeping me from becoming a messy smear on the castle wall. I settled down on a bed of grass and panted, trying to catch my breath. Despite that being the fastest I had ever flown over that long of a distance, I threw my arms over my head in victory and yelled, "Max one!"

"What're you talking about?! I beat you!" I turned to behold an irate Rainbow Dash, her mane thrown about every way and over all resembling my hair, making her way towards me with an indignant expression on her face.

"Last time I checked, crossing the finish line first indicates a winner," I sneered.

"Yeah, I caught up and went through before you, after you cheated!"

"Listen, Dashie, where I come from-"

She forced her face into mine. "Only one mare will ever call me that!"

"Well why don't you shove it up your flank Da-"

"Actually, it was a tie!" The two of us turned, shocked, to find Pinkie Pie approaching us, a photograph in han- hoof. Somehow.

"Pinkie, what're you doing here?" Rainbow spluttered.

"Well somepony had to find out who the winner was! I knew it was going to be close, so I came here and set up a camera! But I had no idea just how close it would be! Take a look!" The overenthusiastic pony shoved the picture into our faces. It was apparently taken from the right side of her impromptu finish line and depicted me and a certain rainbow-maned pegasus flying side-by-side. I couldn't believe it. Our heads were perfectly aligned with each other as we tore through the gate. Somehow, the mare must have caught up to me in the split-seconds between my sabotage and the finish. I had to hand it to her, the pegasus was at least as fast as I was, and almost as stubborn.

I faced her and sighed. "Alright, Rainbow, that was a good race. You're pretty dang fast."

"Aww, I'm just the fastest flier ever!" she boasted, then deflated at a glare from Pinkie. "Uhh... you're really fast too, and I mean that. Nopony has ever been able to keep up with me before."

"Them's just the joys of genetic mutation, RD."

"Genetic what now?" the pegasus asked, head cocked in confusion.

I rubbed the back of my neck. "Heh, umm... I'll tell you later." Crap. Why the heck did I just keep spouting secrets to these ponies? I blame the time at my mom's house, not that I would trade it for the world.

"Great!" Pinkie shouted, bouncing into the air, "Now you two are best friends! Ooh! Here come the others!" With that, she dashed off towards the finish line she had constructed, tore it down, produced two of those flashing batons you use to flag down planes, and began waving them at the approaching chariot.

I grinned when Gazzy leaped into the air before the carriage settled down. He flew in our direction and began to yell. "Oh my gosh! That was incredible! You were so fast, Rainbow Dash!" Apparently he had forgotten who had practically raised him for the past four years, give or take.

"I must say, that was quite the performance from both of you."

I spun to see Princess Celestia, in all her radiant glory, standing less than two feet away. "Gah! You could give Fang lessons!"

Her poker face slipped and a gleam of confusion showed through, but the alicorn quickly reverted back to her passive countenance. "Excuse me?"

"Nothing," I blurted for too quickly, "Just don't sneak up on me like that."

Brushing aside her pastel-colored, flowing mane with a hoof, Celestia leaned forward and eyed me quizzically. Since I was already standing at her eye level, she didn't need to kneel as she does with most of the ponies. "My, you are a strange creature, aren't you?" she asked, but then caught herself, "But where are my manners? My sister has already raised the moon and, if the growling from your stomach is any indication, you are all starving. Come, my personal chefs are preparing a grand feast, and perhaps you can shed some light on how you came to be in my kingdom over dinner."

As she walked back towards the castle, I signaled for the flock to follow, and we made our way to the promise of food. Fang separated himself from Fluttershy for the first time since the hug and walked up to my side. When I followed his line of sight, I noticed that he was staring straight at Rainbow Dash. I was about to make a snide comment, but he spoke first.

"You know, I don't know wy you don't like Dash the most. You two are exactly alike."

I scoffed. "Fang, that's exactly why I don't like her."

"Fair enough."

I glared at him for a moment until Angel caught my eye. She was talking animatedly with Fluttershy, who was too busy grilling Total for his life story to listen. I remembered the last time we met with a world leader, and I thought Angel might need some reminding.

I called out to her and she broke off her monologue and flounced over, smiling sweetly. "Yes, Max?"

"I'm telling you this once, Angel. If you brainwash the leader of another country, then I cannot be held responsible for what I might do to you." Sadly, this had been a problem before. Remember that movement the president passed out of nowhere, taking about three billion dollars out of the military's funding and putting it towards the homeless? Our little girl. Needless to say, I didn't need a repeat of an incident like that, especially with someone... er... somepony as influential as Princess Celestioa.

"No problem, Max."

I watched her walk away until a horrible thought struck me. This is Equestria. There's no meat in Equestria. Each of us needs almost four thousand calories a day, a slight downside of having our stem cells screwed with. There was no way we could get enough off vegan meals, except maybe for Nudge. Oh well. We've survived off dumpster diving and even char-boiled desert rat before. I guess we could survive without glorious, succulent, juicy meat.

We all took our places at the enormous dining table. Princess Celestia was at the table's head, of course, with Twilight on her right side. I had to admit,the alicorn surprised me by not even batting an eyelash when Total jumped up to the table. Once we were all seated, the princess began casting her eyes around the room. as if she was looking for something. "Where is that mare?" she muttered to herself, "She said that she would-"

Her self-questioning was noisily interrupted by a thunderous crash. We all spun in our seats to face the source of the noise. The impossibly large double doors had been thrown open and slammed into the walls, revealing a navy blue alicorn, proudly strutting across the room towards the table.

"WE APOLOGIZE FOR OUR TARDINESS, DEAR SISTER! WE MERELY BECAME MIRED IN THAT DEVILRY THAT YOU REFER TO AS 'PAPERWORK'! BUT NOW, WE CAN-" The princess's voice faltered as she caught sight of us. Both Avian-American and pony were clamping hooves or hands to their ears in an effort to lessen the agony that was being forced on us. Even Celestia was wincing. Iggy, though, was taking it the worst. He had fallen out of his chair and curled up into a quivering ball on the floor, in too much pain to even cry out.

Luna was struck dumb by our appearance, but then continued at a much more bearable volume. "We... I am sorry about that. I sometimes forget that we no longer utilize the Royal Canterlot Voice, and judging by your reactions, your kind has never heard it used before at all." She suddenly glanced over to where Iggy was just getting up off the floor. His fingers were massaging his temples and wet streaks traced down his face where tears had flown. "Are you going to be alright? I sincerely apologize for my outburst."

Iggy, for his part, sat with a blank expression on his face, unaware that he was being singled out. I reached across the table and tapped his arm. "She's talking to you."

He jumped and turned in Luna's general direction. "Yeah, I'll be fine."

This merely served to confuse the indigo mare even more. "Why could you not respond on your own?" she asked, taking her seat directly across from Celestia, "Can you not see- Oh my..." Luna trailed off as she finally saw his milky, clouded eyes. "Dear ancestors. We... I am so sorry! I... I had no id-"

"Don't worry about it!" Iggy snapped irritably. He always hated being treated like a cripple.

Everypony stared at him with shock and pity evident in their faces. Fluttershy, however, took it the worst. "Wh... why didn't you tell us? How did this happen to you?" she cried, tears welling up in her eyes and threatening to pour down her muzzle.

Iggy simply shrugged. "This is exactly why I didn't tell you. Food first, then Max will tell the story."

I resisted the urge to kick his skinny butt, as it probably would have sent the ponies into hysterics. Instead I asked, "And why is it my responsibility to explain everything? Last time I checked, your mouth was working just fine."

"Cause you're our beloved and fearless leader."

I rolled my eyes, then facepalmed. "I'm rolling my eyes, Iggy."

Total, becoming impatient,, placed his front paws on the table and huffed. "Look, this is all very touching, but I have to listen to them argue twenty-four seven already. Can we please have our food now?"

Both princesses were stunned. Their eyes were threatening to bug out of their heads as they stared at the Yorkie. Twilight was busy trying in vain to rein in her laughter. Get it? Rein in her... forget it. "Oh yeah, Princess. Their dog can talk. Did I neglect to mention that?"

And that, I thought, is why Twilight is best pony.

That's not how you say Rarity, Max.

Well look who decided to join us. How does it feel being freakin' wrong?

Celestia made a visible effort to regain her composure and managed to stop sweeping the floor with her jaw. "Well then, we'd best get the meal out of the way, as ow I am even more eager than ever to hear your tale." She turned to a set of smaller doors that I guessed to be a servant's entrance. "Bring out the feast!"

The doors were flung open and all worries I had about food vanished in an instant. A train of ponies, each bearing a different dish on its back, made its way into the dining hall. Combinations that I never would have thought possible were paraded before me and eventually set on the table. The torrent of ponies pouring through the doorway only seemed to increase as pony after pony entered. While there were plenty of floral-based dishes, fruit and vegetable arrangements greatly outweighed them. I couldn't even name most of the dishes they carried, but every last one of them looked delicious. I really hoped it only felt like I was drooling all over myself.

Finally, the river of servants dwindled down to a stream and eventually stopped. The last two ponies carried plates and silverware, which were placed in front of us. It took all of my willpower not to start cramming food into my mouth, but I and the rest of the flock managed to resist the urge. I turned to Celestia with an expression that was meant to be expectant, but probably looked more like pleading.

She allowed a knowing smile to cross her muzzle and simply said, "Dig in."

I doubt the alicorn expected us to follow her suggestion literally. I began shoveling anything I could reach in my mouth in complete disregard to the silverware placed before me. I didn't even pause for the time it would take to distinguish taste, though I'm sure everything was delicious. Of course, that probably doesn't mean crap coming from the girl who had enjoyed rabbit flambes on more than one occasion.

Eventually, my binge gradually slowed until I could once again interact with the world around me. This time, I opted to utilize the knife and one of the five different forks by my plate and began eating in what I hoped was a semi-civilized manner. Looking around, I saw that the flock had followed my earlier example, with the exception of I ggy, who was busy hacking up a daisy he had accidentally swallowed, with Rainbow Dash pounding on his back. Judging by the horrified looks we were getting from our dining partners, our table manners had not impressed them.

Chuckling awkwardly and making a point to swallow first (I know, I'm so freakin' considerate), I said, "Heh. Um... sorry you had to see that. We need a lot of calories, and it's been a while since we had a decent meal."

"Pay it no mind," Celestia tittered with a wave of a hoof, "But if I may, what kept you from feeding yourselves properly?"

I sighed and lowered my fork. My hunger was pretty much sated from my feeding frenzy a minute ago. "I might as well start from the beginning. Please don't ask questions until I'm done."

"Fair enough."

The room became completely silent as I began, even the flock had taken a beak from cramming food in their mouths to listen. "One thing you have to know about our world is that it's much more advanced than this one. Twilight probably told you about the 'creatures' that attacked her. Those were man-made machines that are just a fraction of what the scientists in our world are capable of. Unfortunately, we always seem to attract the evil ones. Alright, I want you to picture one of us with no wings. That's a normal human. Before any of us were even born, a group of sadistic scientists called whitecoats grafted avian DNA onto our stem cells. When we were born, we came out two percent avian, ninety-eight percent human. They raised us in our own little corner of Hell, and forced us to perform experiments that dragged us a little closer to insanity every day. Eventually, we escaped, and they sure weren't happy about that. Skip ahead about four years of running for our lives from those machines I mentioned and a lot of messed-up crap that would scar you all for life, we find out the whitecoats are planning something. When we got there, a group of them were planning on traveling to a different universe and basically take it over. We followed them through, and here we are. You don't have to worry about your nation, Princess, we intend to kick these creeps' butts as soon as possible, and then you'll never see us again."

I ignored the flocks' protests to my last statement, and instead looked to Celestia for her response. I didn't have to wait long. "You traveled with them for the mere purpose of sending them back?" she asked with a raised eyebrow.

"We couldn't let them do to this world what they tried to do to ours."

The with alicorn lowered her silverware and leaned forward. "Ms. Ride, I think that you-"

Her voice was drowned out as my brains were smeared against the inside of my skull. I was forced to view thousands of images from my past, flickering one after the other. The pain kept me from recognizing most of them, but quite a few other stills made their way to the forefront of my mind: a horribly deformed cat-mouse hybrid, dying of starvation due to a terrible metabolism, an eraser's jaws snapping shut less than an inch from my nose, the deadly flight under the Institute in New York, Total first revealing his ability to talk weeks after we rescued him from the Institute.

I was aware of an awful keening noise, and it wasn't until the pain finally started to lessen that I realized it was me. I regained feeling on the floor in much the same position Iggy had been locked in minutes before. As I got up, pushing the flock away and insisting I was fine while trying to maintain as much dignity as possible, I heard Celestia's accusatory outburst.

"Luna! What is the meaning of this?! What have you done to her?!" It was only then that I realized three things. It had been about four months since the Voice had made me experience an episode like that, the images I had seen just now were those that I had already lived through, rather than things I had never seen before, and Luna's horn had a quickly fading, midnight-blue aura shimmering around it.

The alicorn didn't respond to her sister's accusations, and instead sat staring straight ahead. Her eyes were wide and her face white underneath the indigo fur that covered it. She was muttering in a low, horrified tone that none of us could make out. It was only then that I finally put two and two together and realized that she had been the cause of my newest "incident."

I shakily got to my feet and made my way over to her. Standing in front of her as threateningly as I could given my state, I demanded, "What did you do to me?!" Immediately, I winced at the frail sound that escaped my lips.

This seemed to finally snap Luna out of her trance. She looked at me with hurt and sorrow evident in her eyes and said, "We are sorry. We... we had no idea that thou hast suffered so greatly. We simply needed to know that thine claims were true. We swear, we knew not of the pain our spell would bring you." I just stood there like an idiot, unsure of what to feel, let alone say. The dark blue alicorn turned to face her sister. "We had to know for sure, dear sister. Thou nearly accepted their story unchallenged. We could not allow that to happen."

Celestia's glare could melt solid stone, and I thanked God or anyone that may or may not be up there that I wasn't on the receiving of that look. "We will discuss this in greater detail later, Luna." She stood from the table and strode towards me. "Ms. Ride-"

"Call me Max. I've been called everything from arrogant to zealous. Ms. Ride has never been one of them, and I intend to keep it that way." I snapped irritably.

"Well Max," Celestia continued, placing extra emphasis on my name to try and appease me. It didn't work. ""I think that this meal is altogether over, and if you will all follow me than I will lead you each to your rooms." She turned to address the ponies still at the table. "I'll be with you shortly, my little ponies."

Six birdkids, one alicorn, and one Yorkie strode out of the dining hall, the enormous doors closing with deceptive silence behind us. Once we had reached a long corridor with doors lining both sides, my brain finally started working at an acceptable speed and I remembered a rather large reason for our visit to Canterlot.

I placed a hand on Celestia's shoulder and asked, "Wait, what about the whitecoats? They're still out there."

The alicorn simply chuckled. "Max, it's very late. We will have ample opportunity to reason with these 'whitecoats' in the morning."

I wasn't too sure about the whole "reason with the murderous scientists" plan, but this was Princess Celestia, almost a goddess, with her sister, the Elements of Harmony, and seven mutants for backup. If things went south, we might actually not have to run for our lives again. Who am I kidding?

"Alright guys, come here." I stuck out my fist and each member of the flock stacked theirs on top of it. Even Total put his paw in. Then we tapped each other's fists, saying good night to each one as we did. I waited for the flock to split up and take a room before I moved. As Fang closed the door directly to my left I began to step forward, but a hoof on my shoulder stopped me in my tracks.

"What was that?" its owner queried.

I couldn't help but crack a smile. "It's just a thing we do. You must be used to crazy antics by now, huh?"

"Y... yes," came the slow reply.

Before I could let any Freudian slips loose, I slipped into a room and checked for traps. There were none, just a dresser of mahogany, an ornately decorated door leading to (I hoped) a bathroom, and a king-size bed that I definitely didn't whimper with pleasure on as I sank into its deliciously warm blanket. Nope.

I rolled over again. It had been about an hour since I totally didn't squeal upon entering the bed, and I was still completely unable to sleep. I looked out the window and gazed over the treetops beyond it. Somewhere in there, the whitecoats were planning on... something. I couldn't sleep with that, but then the door opened.

Fang made his way to the bed and lay down next to me. He draped an arm around me and whispered, "It's alright, Max. It's not like we can do anything until the week is up." How does he always know exactly what I'm thinking?

"Thanks," I whispered back, "I needed that."

"I know. We love you, you know, all of us. You're the only one who can really hold us together, even in a freakin' TV show. "I know I'm the stoic one, but trust me, I flipped out when I saw Fluttershy. You're the only one who can really keep cool, no matter what's thrown at you."

"You know I'm never going to let you hear the end of that whole fangirl thing, right?"

He snorted. "Yeah."

With him next to me, I finally managed to drift off to sleep. I know what you're thinking, and no, we didn't do that, you perv.

A/N Oh boy, guys, I'm really sorry about how long this one took. I had a severe case of a common illness known as writer's block. My ideas were just starting to become retarded. To give you a frame of reference, I almost made Celestia the Voice. Anyway, I hope you enjoyed this chapter! Unfortunately, I can't guarantee that other chapters will have faster updates because I'm starting to write Different Worlds: Kindred Hearts again; the finale gave me way too many ideas.

I know I loved being in it!

Gah! Pinkie! You gotta get back in the story! You're a major part of it!

Aw, thanks, but I'm not the Pinkie from your fic, I'm the one from the show!

What?

I'm the one from your story! Why did Luna do that to Maxxie?

There'd a Pinkie Pie for every fic ever...

Not just fanfiction, comics and animations too!

God help me...

Chapter 5 Rewritten

Chapter 5

I woke up and immediately panicked when i didn't recognize my surroundings. Sadly, this wasn't even close to the first time this has happened to me. Luckily though, this time I had simply forgotten where I had gone to sleep last night. As opposed to being kidnapped for the umpteenth time. I reached over to my left, expecting to feel Fang lying next to me, but my hand encountered only the soft sheets of my bed.

I bolted up and looked around. Fang was nowhere to be found in the seemingly empty guest room.

"Right here."

I spun to face the voice. Fang was leaning against the wall near the window where previously there had been only the bare wall of the room. Fang had discovered another little genetic gift not too long ago. As long as he remains completely still, he can't be seen. Your eyes will just slide right over him. I was still having trouble getting used to it.

"Morning, sunshine," I said, stretching.

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

I sighed theatrically. "You're so hyper all the time. If you don't calm down, I'm gonna have to put you in a time-out." He simply chuckled and shook his head. "How and when did you talk to her?"

"I was walking around the castle earlier."

"Really? She allowed such a foul monster to roam her corridors unattended?"

"Of course not. I left the monster in the room I slept in last night."

"Har, har." I jumped out of the bed and started towards the door. "Well, I guess I'll go wake everybody up." Fang couldn't even be bothered to respond to that, and grunted as I left.

I walked across the hallway that divided the guest rooms and entered one of them. Sprawled out on the bed in a tangle of ridiculously long limbs was Iggy. I shook his shoulder gently and said, "Rise and shine, Ig. It's time for breakfast."

"Not if you're making it, it isn't. Bite me," came the mumbled reply, but he did get up and follow me out of the room.

Eventually, the flock was gathered in the corridor outside our rooms. I did a quick head count and then we started walking back the way I thought we had come the night before.

After several minutes of trudging past seemingly identical hallways, Fang pulled me to the side. "You have no idea where you're going, do you?" he asked with a smirk.

"Yes I do! I'm, uh, just enjoying the architecture!"

He chuckled and shook his head. "Come on, fearless leader. Celestia told me where to go." With that, he turned a corner and took the lead.

Fang had us in front of the double doors in less than two minutes, so I guess I have to give him that one. For those of you keeping score at home, that's Fang: 1 Max: 258. I shot him the bird before opening the doors and leading the flock to the same table we had gathered around last night.

Inside, all the ponies had already gathered. When we took our places, Celestia once again called for the food to be brought out, earning a cheer from Rainbow Dash and Pinkie Pie.

Pretty much everything we've ever had for breakfast was brought out for us. I heaped a pile of eggs onto my plate. Don't question it. I don't know either.

This time, we made a point to not eat like a pack of starving wolves, and I could tell that the ponies were grateful, but that didn't stop Rainbow Dash from keeping me from my meal with another question. "Hey, you said you could fly as fast as me because the scientists did that stuff, right? So, can all of you fly that fast?"

I sighed and put down my fork. I guess I should have told them the night before, if only so I could have enjoyed that breakfast. "No. Over the last couple months, we've been mutating and gaining skills. Mine is my speed." I pointed to Angel. "Angel here can read minds." I decided not to mention the fact that she could control them, too. Something told me that wouldn't go over too well, and this time, it was my voice.

She suddenly smiled sweetly at Rarity. "No, she's not lying, Rarity." The unicorn leaned back, stunned, but Angel had already moved on. "You're right, Pinkie Pie, cuppins does sound better than mufcakes."

"I KNEW IT!" At least the mare didn't seem very concerned.

I cleared my throat awkwardly. "Okay, moving on. Nudge can sense impressions of the last peo-... ponies to interact with certain objects."

Nudge looked deep in thought for a moment, before saying, "The last pony to eat off this plate was a white... pegasus. Probably one of the royal guard. He accidentally dropped some mashed potatoes on his chest."

"Storm Tail," Celestia muttered. By this time, all of the ponies were staring at us as if we were a bunch of mutant aliens. Wherever would they get that idea?

"That is quite an admirable skill, Ms. Nudge." I made a point to ignore Luna. Sure, maybe she didn't mean to hurt me, but I rarely forgive, and I never forget.

"Anyway," I continued. "Fang, if he stays still long enough, can slip out of view, as is he happy to demonstrate." Everypony gasped as they looked over to his seemingly empty chair. A quick shake of his head brought him back into view, an impish and uncharacteristic grin on his face.

Twilight, of course, looked like she was about to squeal with joy at the prospect of so many new things to study. "And you two?" she asked, pointing at the Gasman and Iggy. "What can you do?"

Cazzy opened his mouth to reply, but I quickly cut him off. "We haven't found Iggy's skill yet and Gazzy is a mimic and... Nevermind. You don't even wanna know."

I could tell that they weren't happy with that answer, but everypony turned their attention back to their food. But then, the unthinkable happened.

I heard demonic cackling from the other side of the table, where the blonde ten-year-old was sitting, and my blood ran ice-cold. First, Iggy gagged and let out a strangled cry. Then, I heard the clatter of silverware as birdkid and pony alike began to smell their doom. Finally, the stench reached me, and I died a little inside.

""Oh dear," Celestia managed, coughing slightly. "What is that?"

That was is other "skill." Did you think we called him Gasman just for fun? I don't know what those whitecoats did to the kid, but they screwed something up when it came to his digestive system.

I jumped out of my seat, holding my nose and trying to glare daggers at the same time. Unfortunately, he was too busy falling out of his chair from laughter to pay much attention. "Gazzy!" I yelled. "Now?! Of all times?! In front of freakin' royalty?!"

He climbed back into his seat and between gasps of breath and guffaws, managed to choke out, "Well Max... everyone else got a demonstration... and you didn't even tell them what... what I can do!" Gazzy devolved back into incoherent fits of laughter as I turned to Celestia, seething.

"I'm so sorry about this," I spat through gritted teeth.

"That's... quite alright," the pearly white alicorn said, slowly setting down her silverware.

"That... was... GLORIOUS!" That one was Pinkie Pie. She and Rainbow Dash were rolling on the floor, laughing uproariously.

I made a last-ditch attempt to salvage the situation. "So..." I began, casting a desperate glance over to Celestia. "Now that you know our talents, do you have a plan for getting rid of the whitecoats?"

The princess latched onto the change of subject gratefully and said, "Yes. In fact, I plan to leave soon after we finish breakfast."

I looked around. After Gazzy's little "demonstration," nobody seemed very keen on eating, except the little devil himself, of course. "There doesn't seem to be much eating going on anymore, Princess," I said, shooting a disapproving glare at Gazzy that was completely lost on him.

"It would appear so," the princess agreed. "Well then, once- Gasman, was it?- Once Gasman finishes his meal, then we will leave. I hope you don't mind flying on your own power. I would prefer not to take the chariot and risk intimidating them."

Applejack butted in before she could continue. "Not ta be rude, yer Majesty, but not all of us can fly."

"What my sister means to say is that we have decided it would be safer if you all stay here."

As one, six mares began to protest. "Oh come on!" Rainbow yelled. ""I think we can take care of ourselves, thank you very much!"

"Ah beg yer pardon?!"

"Dashie's right!"

"Princess, I honestly believe you ought to reconsider."

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

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

Celestia raised a hoof and instantly the ponies fell silent. After clearing her throat, the alicorn said, "I am fully aware that you all can handle yourselves, and that fact was a major reason for my decision. If we confront these... 'whitecoats' with two princesses, six bearers of the most powerful magical artifacts in existence, and six of their mortal enemies-"

"And a dog!" Can you imagine who might have said that?

"And a dog, then they may feel threatened and attack us. I would rather not risk anypony getting hurt, no matter where they hail from. It is simply safer this way." At that, most of the ponies mumbled grudging agreements, and Luna nodded in approval.

"Well, now that that's settled, please make yourselves at home until we return." Turning back to address the Avian-American side of the table, she said, "I suggest we set off as soon as possible. I don't want these whitecoats meddling in our kingdom until I am sure of their intentions."

I suppose by now you're asking, "Max, you've found yourself in a cartoon world that you watch in your spare time. How are you avoiding flipping out or having some existential crisis?"

To which I would respond, "Why are you asking me questions? Do you expect me to answer you?" Truthfully, I was just avoiding thinking about it. I figured that if I did, my head would explode just as fast as it would if Iggy shoved one of his bombs down my throat.

I looked around the balcony at the back of the castle, facing the rest of the kingdom. Around me, the flock was busy chatting with their favorite ponies, but I couldn't focus on anything but the task ahead. I watched the sun slowly rise into the morning sky, thinking about the whitecoats. How am I even going to find them? I wondered.

Have a little faith, Max. chimed the Voice. I'll guide you once you get going.

Gee, thanks. I sighed and looked out over the Everfree Forest. It was hard to believe that the serene-looking trees could be so foreboding when viewed from under their branches. I shuddered when I thought of the Princesses' plan. If- no, when things go to crap, I hoped that they could hold their own in a fight. The flock sure wouldn't last long against that many.

Speaking of the devil, just then, the two alicorns strode out onto the balcony. "We've informed them that we will not be seeing anypony today, and we'd best leave before the presses try to find out anything interesting about the princesses' private lives," Celestia tittered.

"I have said before and I will say again, sister, this 'Freedom of the Press' is pointless if our subjects abuse it as such. If we wished, we could simply-"

Celestia cut her sister off before she could build up too much steam. "We've been through this, Luna. You know that I won't waver from my position. Besides, nopony puts much stock in the tabloids." Out of the corner of my eye, I noticed all of the Ponyville residents cringe guiltily at her last words. "That being said, it's probably time for us to leave."

Around me, everybody was saying their goodbyes and getting ready for the upcoming flight. I looked down and opened my arms. Total jumped into them and I zipped him up in my windbreaker. Noticing the ponies' curious looks, I simply shrugged and said, "The dog goes." I wasn't about to argue about it.

Celestia didn't offer any complaints. She simply gestured towards the sky and said, "No matter, lead on... fearless learder." My scowl was flawlessly countered by her mischievous grin.

I sighed an leaped off of the balcony, my wings snapping open and filling with wind. I angled toward the Everfree Forest, trusting the flock and princesses to follow, and the Voice to let me know if I get off course.

I swooped over the trees, feeling completely free. You will never know how truly liberating flight is unless you either sprout wings or just happen to be a fellow Avian-American. Looking behind me, I could see the princesses and the rest of the flock soaring majestically.

You're slightly off-course, Max. Turn about ten degrees to the north. I turned back forward and corrected my course, expecting the flock to follow my example. I really hoped the Voice knew where it was taking me, because all the trees below me looked exactly the same.

The sound of wings flapping next to me alerted me to another's presence, and I looked over to see Celestia gliding a few feet to my right. The show could never do her justice. Her pristine, white coat practically glowed in the morning sun, and her pastel-colored mane and tail billowed out behind her. The alicorn embodied pure grace in flight, and for a moment, I couldn't take my eyes off her.

"Max," she began. "I want your honest opinion. Do you believe that these scientists will come to see reason and agree to leave? Luna has neglected to tell me anything about your past- whether out of fear or a belated respect for your privacy I do not know- so I know nothing about them but what you can tell me. Do you think that they will cooperate?"

I flew in silence for a second or two, collecting my thoughts. Whitecoats- I wanted to say- have made our lives a living hell since the day we were born. They experimented on us, tortured us, and more recently, tried to kill us in every way imaginable. Because of them, I had to learn to take care of six kids at an age where most kids' biggest fear is their next math test. Because of them, none of us had had a proper childhood or even known our real parents growing up. I wanted to scream out how much I hated whitecoats and everything they represent, but I didn't. Celestia had enough to worry about, and if push came to shove when the diplomatic approach failed, we definitely had the upper hand. Levitation magic alone would be enough to turn a fight with fifty or so flyboys in our favor.

Instead, I said, "Maybe. I mean, these whitecoats seemed different. Unlike the others, they just wanted to find a new world, not wipe out the population of the existing one. Maybe they're more peaceful." And maybe I'm a fairy princess, waiting for my Prince Charming to come and sweep me off my feet. The alicorn nodded, deep in thought, and fell back, allowing me to take the lead once more.

Five minutes later, the Voice spoke up once again. Dive into the forest. Don't approach them from the air.

I turned to the mismatched group behind me and pointed downwards, saying, "We're almost there. Follow me." Leaving no time for objections, I spiraled down to the trees below. Taking great care to avoid the groping branches, I finally settled on the forest floor and waited for the others to arrive.

"What gives, Max?" Gazzy began, fudging his landing a bit and stumbling. "I couldn't even see the clearing, and this doesn't look like a campsite to me."

I couldn't even respond before Iggy interjected. "Think about it, moron. If we come in by air, then the first thing they do is send the flyboys after us. At least this way they might listen to us first."

Gazzy clearly wasn't happy with that answer, and mumbled, "It's not exactly like they're gonna welcome us with open arms anyway." I have to say, I agreed wholeheartedly with that sentiment.

Get moving, Max. Head North-northwest.

I sighed. "Alright, guys. Enough horsing arou- crap. Uh... let's just go. We walk from here." I pointedly avoided the curious gazes of the princesses and pushed through the foliage, my internal compass pointing me in the right direction.

Nice choice of words, Max.

How am I gonna get you to shut up?

I'll tell ya one thing. I have no idea how you humans manage to walk everywhere. It takes freakin' forever, dirt, mud, and twigs manage to get everywhere,- not like that's a new experience by any stretch of the imagination- and your feet get ridiculously sore. I was almost happy when I realized that we had almost arrived at the whitecoats' little campsite, but then I remembered why we were here.

"You better start laying on the charm," I said to the two alicorns as they pushed through the last few branches and emerged into the early morning sun. I motioned for the flock to hang back in the cover of the trees, and I followed behind the princesses, out of sight.

Peeking around them, I saw that the whitecoats had been busy. All around the clearing, tents had been set up for them. Towards the center of it, a much larger tent stood proudly. I figured it was either the residence of Ms. Head Honcho, or it contained all the food and other provisions. Probably both. The flyboys were all at the far side of the clearing; none of them were moving, thankfully. Once again, I thanked any God(s) that may exist that the whitecoats hadn't had the foresight to add guns on them.

Suddenly, Luna began to speak. Not at an ear-splitting volume, mind you. This time she was just short of deafening.

"People of..." She looked confused for a moment and turned to me. "What was the name of your planet again?"

"Um... Earth?"

"People of Earth. It has come to our attention that your kind wishes to settle in our land! Mine sister and I wish to hold conference with you all so as to divine your intentions!"

By now, the whitecoats were beginning to emerge from the tents. Most looked confused or scared, though confusion reigned supreme. Especially when they realized that they were being addressed by a mythical creature. A second later, I realized that my initial suspicions were correct. The head whitecoat woman walked out and stared at us. I hoped that the alicorns' bodies were enough to keep me hidden.

Suddenly, I saw another flicker of movement behind the woman. The entrance to the tent had been drawn aside again, this time by, surprisingly, a flyboy. As I looked closer, however, I noticed that it wasn't a normal flyboy any more than I was a normal human. It stood at least a head taller than the others, and its body fur went from a steel gray to a pitch black. Its claws and fangs were both half a foot long, and the fangs jutted out from its muzzle menacingly. Its wings were spread out behind it and were much darker than Fang's.

When it spoke, I felt a chill run up my spine. Its voice was still canned and robotic, but it had an inflection in it that the others lacked. A sentience that could express emotion, like rage, hate, and contempt. "Ah, Luna, Celestia, I wondered when you would pay me a visit. Do you remember me, your dear, old friend, Nightmare?"

I was listening to this the whole time I was typing. You're welcome.

Chapter 6 Rewritten

Chapter 6

Guys, I sincerely apologize for the lateness of this update. Writer's block has gotten so bad that I had to step back and ask myself where I was going with this fic. So now I know what I'm gonna do with this and- Is that a real gun? No, put that down. Just- Aah!

I felt Celestia stiffen at the flyboy's- no. Nightmare's words. When she spoke, I was shocked to hear anger, even rage in her tone. "You are no friend of mine, Nightmare. Your lies corrupted my sister and turned her into a creature of darkness and hate. Why do you spin your web of fallacies among these scientists?"

"Hold on," I whispered, finally recognizing the voice despite its robotic tone. "Did I miss something here? That almost sounds like Lu-"

"It would be best if you remained silent, Max," Luna muttered through the side of her mouth. A quiver of anger or fear- I couldn't tell- in her words.

The whitecoat next to Nightmare just laughed. "So you must be this Celestia that I've heard so much about. Well, Princess, I regret to inform you that Nightmare has told me nothing but the truth. In fact, once I explained our purpose here, she offered me quite an interesting proposition: a place by her side once we overthrew the two inferior princesses."

Luna stepped forward and challenged them both. "I'm afraid that you are gravely mistaken to place your trust in Nightmare. She is a being of darkness who thrives on the hate and jealousy of others. Her very purpose is to deceive and corrupt, just as she deceived and corrupted me, and just as she will deceive and corrupt you."

Nightmare strode forward, chuckling. "Oh Luna, you talk too much." She rose a clawed hand that started to glow with a dark aura, and before we could react, a blast of deep blue magic struck Luna directly on the horn.

With a cry of pain, the princess fell back, batting feebly at the air in front of her. Celestia whipped her head around and rushed to her sister. "Luna!" she cried.

I slowly looked back to Nightmare and the whitecoats. I was now fully revealed to them. Who was that who said that this wouldn't end well again? Oh yeah! Why does no one ever listen to Max?

Nightmare was looking me over with a curious eye. "So you are one of the mutants that Ms. Carpenter has been telling me about. I should have known that you would run straight to the princesses. I suppose the rest of you are hiding nearby?"

I didn't say a word. I just stared, balling my hands into fists.

"Well no matter. I'll deal with all of you soon enough."

By now, Celestia was slowly rising from her unconscious sister's side, fury burning in her usually benevolent magenta eyes. "No, you won't, Nightmare. You will regret what you did to my sister."

Nightmare lifted a claw and examined her nails nonchalantly. "Oh, I am sure of that, Celestia." She gestured to the flyboys on the other side of the clearing. "Kill them both."

As one, fifty flyboys rushed directly towards us, teeth and claws bared. "Iggy!" I yelled, settling into a fighting stance. "Now would be a good time!" Right on cue, a couple of Iggy's trademark homemade bombs flew over my head and landed in the middle of the group. It wasn't nearly enough. His bombs only destroyed about ten before they were on us. I saw a spell from Celestia wipe out another five out of the corner of my eye as I threw a punch at the nearest flyboy. I dimly registered the rest of the flock jumping into the fight as I got behind one and kicked out its knees. Those idiots; they should have flown away as soon as the flyboys attacked. Speaking of which...

"Guys! Think 3-D! Get airborne!" I kicked off a flyboy and snapped my wings open, fighting for altitude. Around me, the flock was doing the same.

Good thinking, Max. I was afraid I would need to remind you again.

Little busy, Voice.

Indeed. Drop now.

I folded my wings and narrowly avoided a swipe from a flyboy's claws. I yanked on its foot and caused it to fall out of the sky. With a little more room to breath now, I quickly took stock of how we were doing.

So far, we were holding out pretty well. In the air, our small, nimble forms had a huge advantage over the larger and slower flyboys. It was pointless, though. It would only be a matter of time before their numbers overwhelmed us. Iggy already sported a black eye and Fang and Nudge had both taken nasty cuts.

The next few minutes didn't go so well. One flyboy got a lucky cut on my arm. It wasn't long, but it felt deep. Another managed to pull on my wing and wrench it to the side. I punched one flyboy and caught a glimpse of Angel and Gazzy; both looked like they were about to fall out of the sky. We needed to leave, now.

I started to yell to the flock, then cursed viciously. The flyboys had positioned themselves so that the only way we could go was down. Sending another flyboy spinning with a kick, I looked down, desperate for some kind of escape route. Celestia stood there below me. She had ever left her sister's side. The alicorn stood proudly, the sun gleaming off her white coat, and magically blasted any flyboy stupid enough to get close. I could tell she was tiring, though, and I could already see several of the robots trying to flank her.

I had been in more life-or-death situations than I can count, but I honestly couldn't think of a way out of this one.

"FLOCK! COME TO ME! NOW!" Celestia's Royal Canterlot Voice put Luna's to shame, but that wasn't a concern of mine right then. The only thought on my mind was following her instructions immediately. That voice had an inflection that told you there would be dire consequences if you didn't do as you were told that exact second, which, in retrospect, there would have been.

I hit the ground and knocked away a flyboy that had been sneaking up behind Celestia. "STAY CLOSE TO ME!" the princess screamed, still in her Royal Canterlot Voice. We gathered tightly around the alicorn, watching her back and sides, as her horn began to glow with a golden light. Slowly, a sphere of light began to form at the tip of her horn. The sphere rapidly expanded to envelop our group.

There was a bright flash and a crack, and I could no longer see the clearing, or anything, for that matter.

Julia Carpenter, head researcher for Project New Beginnings, lowered her arms from her eyes as the blinding light faded away. She looked over to the source, but all that was left was scorched earth and the shattered remains of a little less than half her robotic erasers. Those still standing milled around, wondering where their prey had gone.

The scientist spun to face Nightmare, fury building inside her. "Why didn't you help?!" she demanded. "You defeated the blue one so easily! Killing the others would have been child's play! Now thanks to you, almost half of my robots are destroyed and the mutants were allowed to escape."

The possessed robot casually gazed at Julia, boredom written across its face. "Do not worry about your precious robots. They will be taken care of in due time. As for your mutants and the princesses, they will perish when I wish them to, and Luna will be dead in two days."

"You can repair the eraser units? How?" the woman asked skeptically.

"Magic, of course, and I can do much more than repair them. I can replicate them."

Julia was not satisfied. "Mark my words, Nightmare. Many before me have been defeated by these nuisances. I refuse to underestimate them. If you had not been so arrogant, then they would be dead and no one would be left to oppose us!"

Quick as lightening, a claw seemingly materialized at the scientist's throat. She immediately froze for fear of impaling her jugular on it. "Allow me to make something clear, dear Julia. I allowed the first slight to my judgement because you were confused. Should you imply that I do not know what I am doing one more time, I will not hesitate performing some research of my own. For example, I have been wondering what color your species bleeds. Please do not entertain any illusions of leadership. you answer to me now." Nightmare removed her claw and turned away, walking back into the tent. "Oh, and by the way, I suggest you prepare yourself and the scientists under you. We've an invasion to plan," she said over her shoulder.

There was another loud crack, along with a fizzling noise that reminded me of static electricity, and I once again could feel and see my surroundings. I fell to my knees. There had been a split-second in which I could feel nothing at all, and that terrified me. I had been put through a similar torture at Itex, and for a moment I thought I was back in that hellish isolation tank.

I heard Celestia yelling about something, but it was hard to tell what about with the persistent ringing in my ears. Slowly, I began to take stock of my surroundings. My clothes were in tatters- not a new experience- and burns covered my body- been there, done that. The only new thing about this situation was the fact that the burns were apparently from the teleportation, and the world of colorful talking ponies. That was a new one. I looked up to see that we were in some unnamed corridor in the Canterlot Castle. The rest of the flock were shakily getting to their feet, looking just as bad as I did. The only ones without burns were Luna and Celestia, but I really didn't envy either of their positions. The night princess was still passed out on the floor and her sister stood over her with tears streaming down her face.

By now, the ringing in my ears had diminished slightly. "SOMEPONY HELP ME! I NEED A DOCTOR!" And there went my ears again. Trust me, I'm no stranger to explosions of noise,- Iggy made sure of that- but Celestia's Royal Canterlot Voice at close-range made Iggy's biggest bombs sound like firecrackers. Not even the big, go America firecrackers that you sit and watch from a nearby cave; more like the small ones that you throw at Total because the way he freaks out is priceless.

I've been here too long. Pinkie Pie's starting to rub off on me. Where was I?

Before long, a group of guard ponies galloped around the corner. Without a word the unicorns levitated the fallen princess into the air and took off the way they came while the others herded us after them. Normally, I would have made some sarcastic comment about being able to walk on my own, but I was a little busy trying to coax some feeling back into my ears.

I took about three steps before I passed out.

I groaned and slowly clawed my way back into the land of the living. Without opening my eyes, I could tell that someone- er... somepony- had been kind enough to put me in a bed. Well, either that, or whitecoats had stormed the castle and kidnapped me. Soon they would come in and tell me that my whole life was a lie... again. You can't afford to rule out all the possiblilities.

I wrenched my eyes open and looked around. I was in some kind of hospital room or something. That was not good. The flock doesn't do well around doctors, needles, chemicals, or even disinfectant for obvious reasons. I really didn't need to have an episode right now. The good news was that my wounds had been cleaned and bandaged.

They didn't really need to bother though. We Avian-Americans heal incredibly fast. In fact, judging by how most of my burns were almost gone and my cuts were scabbed over, I guessed that I had been out for about six hours. I got out of my bed and faced the wall beside me, then smacked a hand to my forehead. Maybe I could have come to the same conclusion by looking out the window to see the setting sun instead.

I stretched and started for the door, intending to find the rest of the flock. God help anyone who got in my way. Before I could reach the door, however, it was thrown open with a crash. A golden glow encased my body and I was slammed into the far wall, unable to move. It was only then that I got a look at my attacker. Celestia walked through the doorway, and I swore I could see fire burning in her eyes; fire that was every bit as hot as the sun she controlled.

Remember what I said a second ago? Scratch that. God help me.

"Maximum Ride!" she barked. "You have a lot to answer for!"

My response was automatic. "So do you, Princess. Where I come from, it's not considered proper etiquette to burst into a guest's room and then attack her."

The alicorn ignored my barb. "Because of you, my sister is gravely injured. Because of you, an ancient foe of Equestria as a nation now returns with a contingent of soldiers at her back. And because of you, those forces are now in direct opposition to me and my kingdom! And now my sister uses her quickly fading strength to tell me that you have prior knowledge of our world?! What have you been hiding, Maximum Ride?!"

Despite my rather dangerous position, I couldn't help but get pissed. "Are you kidding me? If it weren't for me, you wouldn't even know that the flyboys were here! In fact, you probably wouldn't know this Nightmare creep was back until her foot was planted firmly up your pretty princess a-"

Her glare shut me right up in the middle of what would have been one of my better smart-alack rants. It was the eyes that did it. They weren't the eyes of the generous and loving princess. They were the eyes of a desperate mare who was terrified for the safety of her sister, and willing to do anything to protect her. Including telekinetically crushing a certain birdkid like a tomato can.

I gulped and sighed. Maybe it was the stress getting to me, but my nose was itching really badly just then. I decided to simply come clean, sort of. "Alright, Princess, in my world, people... um... tell stories about this world. When the whitecoats came through their portal thing, they had no idea where they would end up. It was just by purely random chance that we're even having this conversation. We didn't even know this world existed; those stories were supposed to be fictional.

Celestia eyed me curiously, but I could tell I was no longer in danger of becoming a smear on the wall. I could even feel the force holding me still loosen, allowing me to scratch my traitorous nose. "If the stories of our world were fabricated," the regal, white alicorn asked. "Then why were they so accurate? My student informed me that you knew her name before she even introduced herself."

"I honestly have no idea."

She looked me over once more before letting me go completely. "Very well. I believe you."

I shook my wings and rubbed my arms, trying to restore circulation. Try as I might, I couldn't understand the alicorn. We were so different. Sure, I was innocent, but she had no way of knowing that other that my word. I wished I could have been raised in a world where I could afford that amount of trust. "You believe me? Just like that? Why?"

Celestia silently turned and walked out of the room. She looked over her shoulder and smirked at me, saying, "You keep your secrets, and I'll keep mine, Ms. Ride. Call it an alicorn's intuition, if you will. I do apologize for my behaviour, but considering the situation, I'm sure that you can see I am rather emotionally compromised right now. The other members of the flock are staying in the rooms around you, and I am off to visit my sister." With that, she was gone.

I sat on my bed and thought about what had just happened. Celestia had mentioned that Luna's strength was rapidly fading. That couldn't mean what I thought it meant. Could it?

Voice, any thoughts?

After waiting for a response for ten minutes, I sighed and stood up. I needed to see the rest of the flock, probably Luna too. Once I opened the door, however, I realized that both those tasks would be impossible. I inhaled the heavenly aroma that rolled over me and started walking in the direction my nose took me.

The flock and Luna could wait. I smelled chocolate-chip cookies.

Hey, my story is now the length of one Background Pony chapter... *sigh* Sorry for the short chapter.

Chapter 7 Rewritten

Chapter 7

I must have chased that scent through the castle for ten minutes. I ran with my nose in the air and my face set like a birdkid on a mission, which I was. As I tore through the hallways, I must have heard at least three royal guards shout for me to stop, as if I cared. My footfalls mingled with the clops of their hooves striking the ground in a cacophony of sound as they gave chase. Still didn't care. I needed those cookies.

Maybe I should explain. Chocolate-chip cookies are my kryptonite. Seriously. I would sell my soul for a dozen of those suckers. Not the crappy store-bought ones, mind you. I'm talking about the real deal. Cookies homemade from scratch.

Anyway, back to the chase, not that it was much of one to begin with. I left the guards in the dust after just a couple turns. A life of running away from anything and everything will do that to you.

The heavenly aroma was getting stronger, now. I could almost taste those cookies. Turning a corner, I spotted a modest, barely noticeable door at the far end of the hall. I crossed the hall and threw the door open as soon as I reached it. The second my foot crossed the threshold, I located the source of the smell. In one corner of the room, which I later found out was the royal kitchen, I saw Pinkie Pie reaching into an oven and drawing out the tray, on which rested all that is good in this universe.

In retrospect, I probably should have waited more than one nanosecond before snagging one of the cookies.

Holy mother of freaking... I thought, as all the fires of Hell burned on my fingertips and tongue. In my head, I finished that sentence, but none of it could actually be printed anyway, so there's not really a point. It was totally worth it, though. Those cookies were at least as good as the kind my mom makes, if not better.

Pinkie Pie set the tray down on a nearby counter and turned to me. "you're supposed to let them cool off, silly!" she chirped, oblivious to my sarcastic eye roll. I neglected to point out that she had been holding the tray with her mouth, without any kind of protection, as her explanation would probably just make my brain hurt. Instead, I fanned my tongue until it cooled off.

"Don't worry, Pinkie. She does this every time someone makes cookies. If she hasn't learned yet, she never will." I just barely resisted the urge to scream like a little girl when Fang's voice rang out of a seemingly empty corner. I flipped him the bird in an attempt to hide the fact that he almost made me piss myself. Judging by the self-satisfied smirk he wore, it didn't work.

"Just for that, you get no cookies," I stated, expecting the issue to be closed.

Just then, the door to the kitchen burst open, and three royal guards entered, all severely out of breath. "The princess... has requested... that you meet her..." one of them managed to say in between gasps for air and wheezes.

i ignored his request at first, in favor of another chance to be incredibly aggravating. "Shouldn't Canterlot's finest be a little more... physically fit?"

The one who had spoken before seemed to take offense to that for some reason, and stood up straighter to answer. "Equestria hasn't had a credible threat to it's security in almost twenty years."

"Unless you count Nightmare Moon, rampaging dragons, and Discord."

"Celestia personally ordered us to keep out of all those situations."

"Gee, I wonder why. How does it feel to know that six mares are better at your job than you are?"

Finally, Fang cut in. "Okay, Max, why don't you stop antagonizing the guards and do what Celestia asked us." I watched the leader shoot me dirty looks out of the corner of my eye. Directing his next words at the ponies, Fang asked, "Do you mind leading us there, sirs? We don't know our way around that well."

Without another word, the guards stalked out, and we began to follow. At least Pinkie remembered to bring the cookies. Fang walked next to me in silence, and I couldn't help but stare at him. In the three days we had been in Equestria, Fang had spoken more than he had in the past month. Being here must have made him really happy for him to be opening up like this.

As we walked, I couldn't resist a little needling. 'So, when did you become such a diplomat?"

Instead of a sarcastic reply or rude gesture, like I expected, Fang simply turned and sincerely pleaded, "Max, can we please save the sarcasm for the evil megalomaniacs? Just stop pestering everyone for a minute."

I was speechless. Fang had always been one for sarcastic mocking. Not only that, but I had never seen him act that sincere, except when we were making out, but that's another thing entirely. Instead of replying, I snatched a cookie from the tray on Pinkie Pie's back and lost myself in bliss. Pinkie Pie's cookies were a solid fifteen on a scale of one to ten.

I was just finishing off my fourth cookie when the guards leading us stopped. I kicked myself for not mapping out potential escape routes and looking around. The marble and stained glass had given way to white painted brick and wood. The door in front of us was a thick, wooden one that was much wider than regular ones. The whole place gave me a hospital vibe, which was not good. The flock doesn't do hospitals. I needed another cookie.

As I was opening my mouth to ask about the room, Sir Self-conscious turned and addressed us. "We'll wait here for the rest of the mutants and the bearers of the Elements of Harmony to arrive. Princess Celestia has requested that everypony be present before entering."

Great, waiting, my favorite past-time, right next to listening to whitecoats monologue and getting caught in a trap. I decided nt to be the smart-aleck mutant Avian-American that I am and get information like a normal person. "Can't you tell us anything before we get in?"

Mr. Guardpony wanted to be uncooperative. He simply said, "The Princess has requested that we let her explain the situation when the others arrive."

"C'mon," I pushed, hoping to get anything at all from him. "You can't say any more than that?"

The stallion just stared straight ahead with a tight-lipped grimace. He didn't need to say anything, though, because I just put two and two together. We were in a kind of hospital, and on of us was hurt, badly.

"This is about Luna, isn't it?" I asked grimly.

"Princess Luna," came the automatic response. Then, "...Yes."

Just then, the rest of the flock rounded the corner, led by a few guards of their own. Shortly after that, the rest of the Mane Six arrived from the opposite direction.

"Finally!" I exclaimed. "Can we go in now?"

as an answer, one of the guards gently knocked on the door. A barely audible voice responded from within, and the pony pushed the door ajar.

upon entering, I found that my suspicions had been correct, unfortunately. The whole room smelled strongly of disinfectant. All four walls were white-washed, and the only furnishings in the room were a small dresser and a large bed. On it was Luna, unconscious and hooked up to a hear monitor and all the other hospital machines that make me extremely antsy.

On the side of the room across from us, a doctor who looked just like a pony whitecoat stood, talking quietly to a distraught Celestia. The princess was trying in vain to cover up her expression, but it was clear that something had her very worried. Her normally serene facade had slipped, and her eyes had a haunted look that I was all too familiar with.

Twilight was the first to speak up, due to the fact that the flock and I were trying to resist the urge to make a dash for the nearest window, preferably causing as much damage as possible in the short distance. After rising from an instinctive bow, the unicorn nervously began, "Is... is Princess Luna alright?"

The doctor stepped forward to answer. "Well, her vital signs are all stable, but she hasn't so much as twitched since we brought her here. Outwardly, she seems to be asleep, but she's shown next to zero brain activity aside from motor functions for almost a full day now."

"So what does that mean? Is she, like, a vegetable or something?" Gazzy questioned with all the tact and subtlety of a shotgun. Luckily, the doctor stepped in to calm everybody before they got too worked up.

"No, no, nothing like that. She's just... well... she's in a very deep coma, and we don't, uh..."

"They don't know!" Celestia suddenly spat ferociously. The worried expression from before replaced by a mask of fury. "They don't know what's wrong with her, they don't know what kind of spell the Nightmare used, they don't know anything!" The entire room was deathly silent, save for the steady beep of Luna's heartbeat monitor, as the dam broke and Celestia's tears began to fall. her countenance changed dramatically once again and she cried her eyes out in front of all of us.

"Princess..." Twilight murmered shakily, drawing nearer to her mentor.

The alicorn's head shot upwards and her eyes locked with her student's. "Twilight," she pleaded desperately. "My faithful student, surely in your studies you've learned about ancient magics the Nightmare may have used. Please, you must help my sister. I... I can't lose her again. I can't."

"I'll... I'll try."

The room became silent as a grave once more as Princess celestia, co-ruler of Equestria and the godlike regent of the sun, broke down into quiet sobs right in front of us. Looking around, I saw the guards looking nervously at each other, unsure of what exactly to do. The other ponies looked like they were all about to rush in and hug the princess, with the exception of Twilight, who was already at Luna's bedside. the flock, my small army and invincible warriors, looked the same way as the ponies did. Me? I was trying my hardest not to bawl my eyes out.

No one moved for almost a minute, until Angel was the first one to break the deadlock and walk forward. She slowly approached the alicorn, who was now lying flat on her stomach, and knelt at her side. "No one blames you, Princess. This isn't your fault. Everyone is going to do the best they can and get back at the one who did this, but we need you to help us. We need you to tell us what the Nightmare is."

Wow. I mean, I knew she was a mind-reader and all, but there's a difference between that and being a freaking psychologist, but it sure worked. Celestia looked up at her with puffy, red eyes, sniffed, and drew herself up to her full height once again.

The princess just stood for a moment, composing herself, and began to speak in a wavering voice. "Alright, my little ponies, I suppose you all know the legend of Nightmare Moon by now, and I assume the flock already has some familiarity with it," We got some strange looks from the ponies for that one. "but there are aspects of that tale that I kept secret, things that I never even allowed to become part of the legend. What ponies don't realize is that Nightmare Moon was not just the embodiment of Luna's jealousy, but a separate entity. The Nightmare is what we call it. We don't know where it came from, just that it is a creature that predates us by a substantial margin. I've only seen its true form once. It is an amorphous black cloud that has the ability to possess ponies, and, apparently, machinery. We do not know why it does this, only that it gains a sadistic pleasure from turning ponies against each other."

So yeah, Equestria has eldritch demons now. Wonderful. "So that explains the Nightmare Moon fiasco," I mused, "but why is it back? I thought it got friendship cannoned by the Elements of Harmony."

I might be able to explain that," Twilight interjected, stepping forward slightly. "From what the Princess said, it seems to me that the Nightmare, however strange it is, is a living creature. Since becoming the Bearer of Magic, I've delved deeply into the lore of the Elements, and I have discovered that while the magical energy of the Elements exponentially increases the latent natural magic residing in even those without a horn..."

"For God's sake! Get to the point already!" I cut in with all my usual tact. Twilight shot me a look that could send an eraser running with its tail between its legs before continuing.

"Big rainbow light make scary black cloud go away but no make dead! Simple enough for you? The Elements can't kill. It goes against their nature, as I was trying to say before I was so rudely interrupted." Twilight's sarcasm was scathing, and I almost lit up at the prospect of verbally jousting with someone other than Fang. I opened my mouth to reply, but then I saw Fang standing in the corner, shaking his head ever so slightly.

Resisting the urge to be a smart-aleck just to spite him, I asked, "So if we can't use the Elements? How do we get rid of this thing?"

Twilight looked disappointed at the fact that she didn't know something. "Even I can't answer that," she grumbled, turning towards Celestia.

The alicorn, for her part, was barely listening to us. Instead, she was gazing sadly at her bed-ridden sister, mumbling to herself. When she noticed that all eyes were on her and looked back to us, she sighed. "I... I don't know. When the Nightmare possessed Luna, I tried everything I possibly could to help her break free. I used the Elements as a last resort, and they were never meant to be wielded by one pony. My incompetence forced Luna to spend a thousand years alone on the moon, with that... thing as her only company."

"So what you're saying is, we're screwed." I regretted the words as soon as they came out of my mouth, positive a sharp retort was coming. What I didn't expect, however was Celestia's head to lower even further. With a quiet sigh, the alicorn turned back to her sister and began stroking her mane, whispering soft words of encouragement.

Wordlessly, I led the flock out and the ponies, minus Twilight, followed behind us. When we were a sufficient distance away from the door, I turned back to them. "Okay guys, that settles it. We need to get the whitecoats out of here, possibly kill us an immortal smoke monster that ruins lives for kicks, and get back to our world."

Don't forget to save it when you get there.

Shut up, Voice.

"Any suggestions?"

Iggy and Gasman both raised their hands.

"Blowing up their camp is Plan B, I promise."

The hands lowered.

"Didn't that lady mention they were opening the portal again in a week to let the rest through?" Nudge asked.

I thought back for a minute. "Yeah, you're right. How long have we been here now? Two or three days now?"

"Today's the third day, Max," Gazzy piped up.

"Geez, three days already. Alright, we're gonna have to take on about fifty flyboys and their whitecoat handlers, take down an eldritch demon, and force said whitecoats to run away right when they get reinforcements. You guys are gonna have to give me some time on this one."

"I say we take 'em on right now!" a scratchy voice rang out. I turned to see Rainbow Dash crouched, wings spread, looking like she was ready to take off. In fact, she did just that. As she shot past me, I snagged a handful of her rainbow-colored tail, stopping her in a way that probably made newton roll over in his grave. Rainbow looked over her shoulder, an amused look on her face. "Who are you? Applejack?"

Her joking tone faded when she saw my scowl. "Don't ever underestimate these people. I can't say much about the Nightmare, but the whitecoats and flyboys will kill you if you cross them. We need a plan and some massive firepower before we take them on. The Elements would probably help."

Rainbow dropped back to the ground and walked back to her friends. I turned to take the flock back to our rooms, when Applejack yelled after me. "Now hold on just a minute!" I spun sharply and glared at her, not in the mood for more delays. The farmer was undeterred, and continued. "How in the hay do ya'll know so much about us? Ah don't recall any of us tellin' ya'll about the Elements."

Crap. I should probably stop tossing out random information; I'm better than taht. Luckily, I'm a very convincing liar. Practice makes perfect an all that. "Celestia told me the basics, alright? Now if you don't mind, I need to figure out a way to save your world and mine."

With that, I stormed off down the corridor, not caring if the flock was behind me or not.

The Nightmare stood, raising her arms and striking an imposing figure among the mass of floating machine parts. She had taken one of the eraser units apart piece by piece, a grotesque display made worse by the fact that she left the grown skin on the machine as it was disemboweled.

With a gesture, she floated one of the pieces towards her. After observing it for a moment, the creature willed a part into existence with a flash of light. The piece was identical to its counterpart down to a molecular level. She continued this with the next piece, and the next, and so on. Steadily, the pace increased as the Nightmare learned more about the complicated machine and how it worked.

After about ten minutes, the process was complete. The Nightmare now had two full sets of parts. With a flick of her wrist, the creature manipulated each piece into its proper place. Soon, two identical eraser units stood side by side.

The Nightmare allowed herself a moment to smile to herself. now that she had memorized the inner workings of the strange robotic creatures, it would be much easier to create full units, instead of one piece at a time. She raised her arms again, feeling the magic course through her. Her claw-like hands glowed with a dark blue light, and there was a blinding flash as the Nightmare released the power she had been building.

When they finally cleared their eyes, the various whitecoats that had gathered gasped when they saw what the Nightmare had created. The monster allowed herself a self-satisfied smirk to cross her muzzle as she observed the line of over one hundred brand new machines that stretched from one end of the clearing to the other.

One scientist, however, was not gawking at the machines at all. She was simply staring at the Nightmare with a carefully guarded expression. With a wolfish grin, the Nightmare sauntered over to the whitecoat, halting just in front of the woman.

"Please, Ms. Carpenter. I wish only friendly feelings between the two of us. After all, in exchange for your resources, I am offering your people safe haven when I take over." The female scientist said nothing, and simply glared at the Nightmare. "Hmph. No need to be so bitter. I was just reprimanding you for speaking out of turn."

The Nightmare turned and began to walk away, when she stopped an looked back over her shoulder. "Oh! I almost forgot. Gather your underlings and tell them to pack their things. We invade Canterlot at dawn tomorrow."

Chapter 8 Rewritten

Chapter 8

It was dark. The only light in the small room was the green-tinted glow of the heartbeat monitor. The sound of quiet hoof-steps was heard as a lavender unicorn paced back and forth beside the large bed that dominated the center of the room and supported the Princess of the Night. Twilight halted her pacing to cast a worried glance at her mentor, who had fallen asleep hours ago in one corner of the room, tear stains still visible on her usually pristine coat, even in the semi-darkness. Shaking her head, the unicorn resumed her troubled pacing.

On her third pass, Twilight stopped again, this time right at Luna's head. Closing her eyes, the purple unicorn focused, and with a flash of her horn, opened her eyes to observe the traces of magic lingering in the room. Of course, there was the spell on the heartbeat monitor, which was highlighted in a faint green glow, Celestia's aura, which gleamed a brilliant golden hue, and the thing that worried Twilight the most.

Luna, instead of glowing with a deep blue light, barely shown at all. Twilight cast her gaze upwards, resting it on the pitch black aura encasing the princess's horn. Whatever spell the Nightmare had cast on her was clearly responsible for her current state. The problem, however, was removing it.

Twilight had never seen magic such as this before. Sure, she had come across basic combat spells and the like in her reading, but never anything powerful enough to keep an alicorn comatose for more than a day. because of that, the unicorn had no idea how to get rid of the spell. Twilight wouldn't put it past the Nightmare to weave some kind of booby trap into it that could kill Luna. Even assuming there were no traps, the unicorn didn't think she was strong enough to negate the Nightmare's magic.

Sighing, twilight cut the flow of magic and blinked, returning her vision to normal. Using her magic to augment her sight hadn't told her anything more than it did the other four times she used it. For the fourth time, she lowered her head and resumed her nervous pacing, muttering half-thought plans and desperate theories into the darkness.

With a flick of my wings, I banked sharply and felt the cold, night air slap me in the face. As cold and uncomfortable as it was, it was still better than lying in bed. Don't get me wrong, the bed in the palace was better than the ones they put in schmancy hotels, but I needed to think, and when I need to think, I go flying. I don't know how long I had been circling the castle, mulling over every detail that could possibly help us, but judging by the fact that the sun was beginning to peek out over the horizon, I'd say I had been up there for quite a while.

I was banking again to make another lap around the castle, when black feathers suddenly filled my vision. I just barely managed to do a quick barrel-roll out of the way before I got a face-full of down. Whipping around to face my would-be attacker, I raised my fists and got ready for a fight. That is, of course, until I saw who it was.

"Whoa, Max. Calm down," Fang said, just barely managing to hold back his laughter. "I didn't expect you to turn so sharply."

Instead of responding, I turned and resumed my circuit around the palace, not caring if he was following or not. A voice at my side told me that he was. "Hey, don't be like that. I came into your room to check on you and you weren't there. Have you been out here all night?"

I just turned to face him, letting the bags under my eyes answer the question for me. "I don't know what to do, Fang. No matter which way I look at it, we're boned. I mean, our only chance is to get close enough to hit the Nightmare with the Elements, and that's supposing we can fight through a small army of flyboys, and our only chance of doing that is a mentally unstable princess. Not to mention there's nothing guaranteeing that she won't just come back again."

"Hey," he started, cutting in front of me and hovering in place. "Don't underestimate the ponies. They can hold their own."

"That's the point!" I snarled, shocking myself as well as Fang. "They shouldn't have to! It's our... no... my fault they're in danger at all!"

Fang grabbed my arms and puled me closer, so close that I could feel his breath on my cheek. "Stop it," he almost whispered. "Well get through this, just like we always do. Heck, I'd say it's a better situation than most of the crap that happens to us. You need to stop blaming yourself and believe in yourself as much as I do." With that he kissed me so hard I almost forgot to flap. We stayed like that, floating thousands of feet above the ground, tangled up in each other's arms in the early morning light, for about a minute.

All too suddenly, he jerked away, not making eye contact. Instead he stared off into the distance, face going pale. "Look," he said, pointing in the direction of his stare.

I turned to face the rising sun. I could just make out black outlines moving towards us, too big to be birds, too fast to be clouds. "Flyboys?" I asked.

"Flyboys."

We burst through my bedroom window and tumbled out into the hall. I whistled and the flock almost instantly burst out of their rooms. Without hesitating, I started shelling out orders. "Nudge, go to Luna's room and see if Celestia can get her out of there. Gazzy, find the mane six and tell them to get the Elements. Iggy, try to slow them down. Do not under any circumstances, get closer than you can throw.

"Slow who down?" he asked, frustrated at being woken up.

"Flyboys," I said grimly, "an army of them. Fang, Angel, and I will try to find the head of the guards and get them to organize some kind of defense. It won't be enough, but it might slow them down long enough to get everyone out. We meet here in ten minutes. Period. Once it's up, you drop everything and come back here. Go!"

With that, we all took off down separate hallways, with exception of Iggy, who dove out the nearest window. Fang, Angel, and I raced towards the center of the castle, looking desperately for the head of the guards. Which is why I brought Angel, of course. never let it be said that having a mind reader on hand isn't extremely useful.

"Which way, Angel?" I asked as we came up on an intersection of hallways. I could already hear muffled explosions as Iggy started his work.

She put her head in her hands for a moment, before pointing down the hall on our left. "That way." The words had barely left her mouth before we were off again.

A few turns later and we came across a large set of double-doors emblazoned with both princesses' cutie marks. It wasn't quite as big or ostentatious as the entrance to the throne room, but the room beyond was clearly important.

I flung the doors open and ran right into the center of the room. The few guards that were in there were apparently in the middle of idle conversation, at least until the doors slammed into the wall, making them all jump and look to me. I didn't need Angel to tell me who the captain was, as he was wearing much more ornamental armor made out of some purple metal. The stallion was a stocky, white unicorn with a blue mane and tail, both highlighted with stripes of a brighter blue.

He quickly stood and confronted me. "What is the meaning of this?" he asked with a voice that sounded like it better suited a surfer than a pony in charge of armed forces. "No one other than the Royal Guard is allowed in here, especially not a bunch of mutant, alien freaks!" Apparently my little snark against the guards had not only struck a chord, but spread throughout the guard.

Instead of going through a skeptical captain with a long explanation, I skipped the whole step, grabbed him by his mane, and dragged him to a nearby window. Shoving his muzzle up to it, I forced him to look out at the chaos less than a mile outside of Canterlot. A lone figure darted around the flyboys, casting explosives into their midst. The captain took it all in. I admit, the guy had a pretty good poker face, but I could see the beginnings of panic in his eyes.

"What's your name, buddy?" I asked the dumbstruck captain.

"Sh... Shining Armor."

"Good to know. I'm Max, by the way. Thanks for asking. Now, Shiny, do you see those flying things over there? Those are called flyboys. They are huge, bipedal robots with wolf skin grown over them. They are currently on their way here to find my colleagues and I. They will tear this entire city down looking for us. The only thing keeping this city in one piece right nw is my man Iggy. So, I think you guys should start getting ponies out of here before this place becomes a crater. Whaddya say?"

The pony stared out the window, shell-shocked. A second later, his face turned grim and serious. He whipped his head around to face his subordinates and began to bark orders. "Thunder Wing! Sound the alarm and begin evacuation. Storm Chaser, take charge of the defenses until I get back. Misty Aura, you're with me. We're getting the princesses out of here." The two unicorns rushed out, with the pegasi hot on their heels... tails? Never mind.

I turned to Fang. "You think five minutes are about up?" A simple nod was all I got in response.

When we got back to our meeting place, only Nudge was waiting for us. At my questioning glance, she said, "Some guards came and took Celestia and Luna."

"Alright, good," I said, "Go bring Iggy in. Hurry." A second later, she hurled herself out the window just as Iggy had done.

"Angel?" I asked when she was gone.

"Gazzy's on his way, "a frown crossed her face. "but the mane six is right behind him."

Sure enough, the group raced around a nearby corner moments later. Huffing, Gazzy stopped in front of us with his "posse" standing behind him, looking scared but determined. "They said they want to-"

"No, you guys aren't fighting with us. You all need to get out of the city. help evacuate ponies, if you feel like you need to do something, but if anyone's going out there besides the guards, it's gonna be me. Not even the flock." I couldn't let anyone get hurt if there was any way I could avoid it.

"Not gonna happen, max."

"No way!"

"We're not goin' anywhere!"

"We're not leaving you, Max."

"Ah think we can handle ourselves."

I sighed. What's the point of being the leader when no on bothers to listen to you any way?

Te sound of yells, screeches of metal, and explosions silenced the ponies' and flock's objections. Nudge and Iggy suddenly appeared in the window. "They've started the attack!" Nudge yelled. "Max, we need to do something!"

Looking out at the faces before me, I saw only hardened eyes, ready for a fight. Even Fluttershy's had melded into a mask of grim resolve. "Ugh. Fine, but you do exactly as I say. These things will kill you if they get the chance. Make sure you don't give them one." I looked back to the flock. "Guys, let's go."

One by one, we threw ourselves out the window. The sight that greeted us was not the same as the beautiful vista we had seen on the way in. Canterlot was a war zone. The flyboys had split into two groups. One was in the air, fighting the pegasi guards, while the others filled the streets, clashing with earth ponies and unicorns. Cries of pain and rage rang out all around the city. As we flew towards the battle, streaks of light flew past us on either side. A look back told me that they were spells being cast by a contingent of unicorns that lined the towers and castle's roof. At the forefront of the group was none other than my good buddy Shining Armor.

I returned my gaze to the battlefield that Canterlot had become, my mind racing. "Fan, Nudge, and Gazzy, go high. Help out the pegasi. Iggy, you and Angel are with me." The first three I mentioned flew off, and I turned to Iggy. "How many bombs do you have left?"

He pulled out a single, small device about the size of a tennis ball. "Just the one."

"Save it." I let out a breath through my mouth, trying in vain to steel myself for what I was about to do. "Alright guys, let's go." As one, we dove down to the brawl below us.

Chapter 10

Something has gone wrong. We don't seem to have an archived copy of that chapter.

Chapter 1 Rewritten

Chapter 1

I sat in the room I shared with Ella, my half-sister, in Dr. Martinez's house, contemplating life, the universe, and the number 42. Ever since the riot at Itex's headquarters in Germany, a mega corporation with their fingers in every industry known to man, the flock and I had been enjoying some well-deserved downtime in my amazing mom's house. Why are we called the flock, you ask? Why because we're just your average family of mutant birdkids. Well, family is the wrong word. Angel and the Gasman are the only blood-related siblings among us, but we've been together ever since we were created by the sadistic scientists at the hell-hole we call the School. Since we escaped, we had a relatively peaceful life in Arizona before being forced to fly across the country several times fleeing for our lives. Then we found out about Itex, who was a major supporter of the School, funding its sick experiments, and here we are. But why am I telling you this? You read the other books... didn't you?

In case you haven't (why the heck haven't you?!), I guess I should tell you a little about myself. My name is Max, Maximum Ride. I'm fourteen, thin, and very tall. In fact, we're all tall and thin for our ages, but we're not scrawny. The avian DNA in our blood gave us more strength, speed, stamina, and better senses than normal humans, making us all lean, mean, fighting machines, which has helped in the numerous fights with the human-lupine mutants called erasers and, more recently, flyboys, basically robots with an eraser covering grown on them.

My thoughts were interrupted by a prickling sensation on the back of my neck.

"Jeezum, Fang!" I yelped, jumping, "How many times have I told you not to do that?!"

He shrugged and smiled, feigning ignorance. "Whatever, it's coming on." Those four words would probably be all I heard the fourteen-year-old say that day. He turned and walked away, revealing his jet-black wings folded neatly into his back; my mom had been kind enough to cut slits in our clothes for our extra limbs.

I pushed past him and made my way downstairs. What could be on that drew me out of my brooding? Only My Little Pony: Friendship is Magic. Don't judge us. If you had as hard a life as us than you'd welcome something as lighthearted and upbeat as colorful ponies. The scene upon entering the living room was a rather typical one, nowadays. Iggy, the blind and lanky fourteen-year-old, and Gasman, who was ten and very blonde, were taking up the couch and fawning over how awesome Rainbow Dash was. Fang flopped down on the floor in front of them, and Angel was sitting in a la-z-boy, holding her Fluttershy plushie with one hand and petting Total, our Yorkshire terrier (we think) with the other. Mom (I still get chills when I realize she's my mom) and Ella were in the kitchen, watching the smaller TV in there while fixing dinner.

"Is this the new episode?" I asked, taking my place next to Fang.

Total lifted his head, "Yep, I'm not sure what it's called, but it's a Pinkie Pie episode." Did I not mention that he can talk? Well he can also jump about thirty feet in the air, he's a mutant too.

"A Friend in Deed," Iggy chimed in irritably, "Now everybody shut up, I already can't see it, at least let me hear it." When we were all back at the School, the evil scientists we call whitecoats had tried to "enhance" his night-vision, now he's completely blind. Whoops. He learned to make up for it through his other senses, however, and as long as nobody moved the furniture, he could make his way around just fine. He's also the best cook among us too.

We all settled down and watched Pinkie belt out no less than three musical numbers in the first ten minutes, and that wasn't counting the dance number at the very beginning. The episode continued, a rather charming one describing the mare's attempts to get a donkey to smile, until Nudge walked in. Nudge Channel, as we like to call her, is a mocha-skinned twelve-year-old who never...stops...talking.

"Here's that 'homework' you wanted, Max," she handed me a sheet of paper that I immediately shoved in my pocket, "You know, I really think that Cranky is just being a little too..." In this instance, her motormouth worked to my advantage as it kept my mom from asking me just what "homework" Nudge had been working on. Suddenly, I heard those evil words spill from her mouth. "...and of course Pinkie Pie is the best pony."

I almost slapped her right then and there, "Thou hast committed sacrilege in mine presence!" I screamed, "Pinkie Pie cannot hold a candle to the eternal glory that is Twilight Sparkle!" What can I say? That mare has some serious snark in her, and I admire that.

My little outburst caused a massive argument, with Iggy and Gazzy on Rainbow Dash's side, Angel advocating Fluttershy with Fang, yes, that Fang, silently backing her, and of course me and Nudge going at in a battle to the death. Total just chuckled and enjoyed the show, the little coward claimed that all of them were great and we were being stupid. The room was filled with yelling, mostly insults, for a while until finally Ella and Mom had to come in and break it up. They too, took the coward's way out and told us that all ponies were great.

When the noise died down at last, I heard a voice in my head. I personally enjoy the fashionista pony. It said in an ambiguous tone. What, you don't have a voice in your head? You can get them two for one at Target.

Shut up, Voice. I thought back. You have no idea what you're talking about.

When the credits rolled after the episode was over, I went back up to my room to examine the paper Nudge had given me. You see, Itex was never busted, just their CEO, and I had Nudge keep tabs on them on the ridiculously high-tech laptop Fang had stolen from one of their branches. Being a mutant has some weird side effects, and Nudge's is the ability to flawlessly hack anything, which is why this was her job. Flattening out the sheet of paper, I began to read.

The document outlined an amazing business opportunity for Itex's anonymous benefactors, something called Project New Beginnings, which sounded remarkably like the By-half Plan, a sadistic plot to literally kill half of the planet's population. The flock and I threw a monkey wrench in the works in Germany, but it looked like those reascals were at it again. It was taking place at the School in two days, just enough time.

"Max!" I heard my mom call "Dinner's ready!"

"Coming, Mom!" I left the room and went to go eat, slipping the sheet into my pocket as I did so.

A little less than an hour later, I sat in my room again, this time reading over a different sheet of paper.

Mom,

I'm sorry, but I'm gonna be gone for two or three days. I hate to just leave you like this, but this is something I need to do and I know you'll just try and stop me. The whitecoats are planning something big, like, By-Half Plan big. I promise I'll be back as soon as I can. Don't come after me.

I love you,

Max

Are you sure about this? The Voice asked.

Trust me, I know what I'm doing. I responded hotly.

No, you don't. This is very irresponsible, Max.

Irresponsible?! I'm about to save the world, again! What more do you want from me?! I was furious by now.

Max, you know you need the flock right now, remember what happened last time? I grimaced, the last time the flock had split I thought about nothing but Fang and his mini-flock until we met again.

Ugh! Since when have I cared about your advice? I set the short note on my pillow and faced the window. The sun was setting and the horizon was lit up a fiery orange. It was beautiful,but that wasn't what I was focused on right now. I figured it would take me about a day, day and a half of hard flying to get back to the School from here in Arizona, giving me less that half a day to stop the whitecoats. I tightened the drawstrings of my windbreaker, gave my wings a shake to loosen them up, and opened my window. The col breeze clew in my face and ruffled my feathers as I looked out over the forest surrounding my house. I was preparing to leap out the window when I heard a voice ting out from behind me.

"You're not planning on ditching the rest of us, are you?" I turned to see Fang, a smug look on his face, standing in the doorway with the rest of the flock behind him. I shot Nudge a withering glare, she had been sworn to secrecy, but Fang shook his head and pointed to Angel, who flashed me a grin that was, well, angelic. Oh yeah, did I mention that she can read minds and sometimes even influence them? Yeah, a six-year-old telepath, just what every family needs.

"I guess there's no way to get you guys to stay here?" I asked, still somewhat hopeful that the looks I was giving each of them would scare them away.

They all grinned and shook their heads, the rebellious maggots, and entered the room.

"Fine then." I threw myself out the window and into the cool evening air, not waiting for the rest of them. Secretly, I was kind of happy that they didn't let me go alone, but no one needed to know that.

I'm not one to say I told you so, but-

Shut up, Voice.

Chapter 9 Cancellation

Let me just start out by saying thank you so much to all the people who liked, favorited, commented, or even took the time to read this fanfic. I am so sorry, but I just can't find the time to write this, and frankly, I'm just not that good at writing in general. I had no specific plan for how this was going to turn out. I was literally just writing whatever sounded good at the time. That, coupled with bad plot devices and crappy references, was enough to get 8 chapters, but wouldn't be enough for a full story. Frankly, you guys don't deserve the obscenely long waits I've forced you to sit through for each chapter either. I'm officially cancelling this fanfiction, but any one of you is welcome to try to make a decent piece of literature out of this if you want to. I might try my hand at writing again if I can get a good enough idea, but it won't be this or anything else for a while. At least until I can get some good writing lessons. AP English might be a good place to start. Maybe I'll see you guys in the comment section of better fanfics, but for now at least, I'm done with writing them.

Thanks again guys,

Jspang