Amnesia: The Pony Machine

by Darkryt Orbinautz

Rating: teen
Tags: Gore, My Little Pony: Friendship is Magic, Dark, Alternate Universe, Other, Horror, Crossover, Main 6
Length: 51476

Teddy, Ace, and Sweet Heart were just some foals with rich parents whom were dragged along to a tour of some rich mare's facility. They'd never imagined the horror underneath.

Teddy, Ace, and Sweet Heart were just some foals with rich parents whom were dragged along to a tour of some rich mare's facility.

They'd never imagined they would be the only ones who could stop the horror on going underneath.

Published 2013-12-14 01:30:04 UTC
Last updated 2015-01-09 19:28:00 UTC

Journals: Flathoof

Copper Flathoof's Journal

Entry for March 17, 1850.

I was recently transferred to Hoofington at the behest of my commanding officers. They felt my “unique investigative skills” would be better suited to the crimes around Hoofington. Which is really just a polite way of showing me the door. Grrr.

Still . . . I suppose Hoofington has been the victim of a recent crime wave. It needs all the able bodies it can get. Criminals and vagabonds are running loose in the streets, and it is my duty as a copper to go out and lift as many of them off the streets as is possible.

Perhaps I can get that promotion I've been craving . . .

March 21, 1850.

Ah, my first case since my transfer. And it is one of the most absolutely despicable things a pony could do. A foal, a child has been found murdered, thrown next to a dumpster by the school he attended. Our medical experts say that he was killed last night by repeated stab wounds, although anypony with half-decent vision could have guessed that second part by looking at the poor boy. So many holes . . .

My colleges and I have opened investigations into the precinct, asking around of anypony who might have known anything that could tell us what happened.

March 22, 1850.

Gaaaah! I am so very irritated, journal. What should have been an open and shut case is now a risky tango with monetary politics.

We've found that the murderer was a fellow student at the school. At some point in the blackness of the night, he stole his way into the cafeteria and took a knife from the cafeteria. With the knife, he ambushed his fellow student and stabbed him several times before disposing of the body by the dumpster behind the school. Being a child, of course, he didn't realize that simply dumping the body by a dumpster wasn't enough to remove the literal body of evidence.

When we made to apprehend the perp, his parents came to his defense, trying to bargain for his freedom. They said he had a mental condition, a learning disability. They said he couldn't tell the difference between celery and lettuce, let alone right from wrong. But as he was still a genius despite this flaw, it would be unjust of us to lock him in prison.

I must scoff at them. Unjust of us? What about the poor student that he murdered in blood as cold as ice!? We know he did it! We can prove the deed was by his hooves and he doesn't even deny it when questioned!

Those parents, though . . . why do I suspect that they have their hooves in the pockets of the city council? No doubt, we'll go through the legal proceedings, proving without a doubt their son murdered that student, only to have to let him go at the last minute because of some trumped-up excuse on the part of the town board. Probably with some stupid platitude. “Because of this boy's mental defects and intelligence, it would be inappropriate of us to imprison him . . .” or some such nonsense.

The only mental defect that boy has is being a psychopath.

We've released a statement to the public, so at least they know that we're not slacking off.

March 23, 1850.

An interesting thing happened today at the precinct.

A mare came in, an Alicorn. But I was taught that Alicorns only existed in royalty. Her wings looked crooked, like they had been slapped on. She said her name was Twilight Sparkle. Sounds vaguely familiar, but I can't quite place it.

Anyways, she barged into the building like she owned the place and demanded to see the child we had under custody. She claimed she had training in the field of psychology and wished to determined if the child was “insane at the time of the crime or not.”

I and several other cops tried to tell her and get her to leave, but she would not budge on the issue. The chief had us pull up her records, but we found nothing. There was no mention of a Twilight Sparkle in the past or present of Hoofington, nor in any of the neighboring towns with a small radius.

After a while, the chief hung his head and sighed. He instructed us to let her conduct her interview to satisfy her, then make her leave without a kerfuffle.

She went in. We pressed our ears against the listening device and eavesdropped as she bombarded the child with questions that made no sense to us, but to which the child responded eagerly.

When she finally exited, she held her hooves in the air and decreed “this child was not insane at the time he committed the crime!” She thanked the chief for his time and calmly left. Before she did, the chief asked where she was staying and she answered that she was staying at the home of one “Heart Throb.” Hmm. The chief sent a dispatch to investigate the home.

Nothing came of it. I'm suspicious about that Twilight lady . . . something about her just felt off.

March 25, 1850

Damnation!

Just as I expected. Just as I expected, we went through the motions. We went to the court. We made our case. Our ironclad, airtight, waterproof case, and you know what happened, journal? The child was found “not guilty by reason of insanity!” Blast it all to Tartarus! I knew this would happen. Gaah, I am so frustrated I'm not sure how I'm able to write straight!

I've made arrangements with the others at the precinct. They seem friendly and amicable enough. I'm going to the bar with some of the other coppers to get wasted. Maybe I won't remember this in the morning.

March 26, 1850

Well, today's been absolutely miserable.

The timing of our alcoholic escapism couldn't have been worse, as we all woke up with terrible hangovers . . . at least I did. I'm not sure how everypony fared. They could have them, but maybe they're better at hiding than I am.

Anyhow, that family which cheated us of a lawful conviction for first-degree murder – you remember them, don't you, journal? Yes, them. They're all dead. Dead as a doornail. Their throats were slit in the middle of the night.

I should be glad. I should be happy that justice has been done! But . . . I'm not. I'm not pleased. I'm almost . . . saddened, really, by the senseless loss of life. What crime had the parents committed beyond bribery and getting their child out of jail? Wouldn't we all want to keep our children out of jail, no matter how insane or dangerous they were?

But that wasn't the end of my suffering for me, nooooo! The chief tasked me and a few others with riding in the wagon to take them to the morgue on the other side of town. It might just be, but the morgue being in a different location from the police district seems like a poor design oversight.

But I haven't gotten to the worse part – well, second worse part, after the part with the murdering. As the wagon was riding down the street, the streetlamps went out. Just went completely kaput.

There was a piercing scream like a mare crying out for help. My fellows and I went for our pistols and took aim in the darkness.

Then, as mysteriously as they went out, the lights came back on.

And we were treated to a most distressing sight. The bodies of the family . . . they were gone. In their places were poor mockeries of pony bodies. Bags of sand of various shapes and sizes were bound together tight with rope and made into the rough shape of a pony.

When we returned to tell the chief about this – this body-robbing, he did not believe us! He had an absolute fit. Said we were falling down on the job, that we were slacking off and not fit to wear a uniform or carry our badge. He scanned the room, looking each of us square in the eye, then told us we had until nightfall the next day to find the bodies and bring them back. Preposterous! I would think a chief of police would know enough about investigating cases to realize that a single day was not enough to trace the clues to find who stole the bodies, how they sabotaged the lights, and why they wanted the corpses in the first place.

I sigh as a I write. Seems my time as a copper in this place is soon to be at an end . . .

March 27, 1850

I have severely misjudged the brilliant Miss Sparkle!

After we pleaded and, I'm not too proud to admit, begged our case against the chief that one day wasn't enough time, we were coldly told to go out and find the perps anyway. Twilight Sparkle came into the district again, and she said she knew of strange things happening in the street. That a large number of criminals were making a fool of the police escorts and making off with the bodies.

The chief was suspicious of her, as I once was. Twilight suggested that she and him both accompany the rest of us taking some new fake bodies on the route so the chief could see for himself. It took some convincing, but ultimately Twilight was able to get him to agree to the idea.

As per Twilight's instructions, we loaded up the wagon with the fake bodies from the other day. We went down the street during the darkness of the night. Just like last time, all the streetlamps went off, leaving us in total darkness. Twilight made some grunts, presumably fending off an invisible attacker. There was the sound of guns being fired, just before the lights came back on. One of the other copper simply had too much of the dark, panicked, and fired his gun wildly in the hopes of hitting the crooks. It was good that the lights came on when they did, or he would have shot the chief in his blind panic!

By far the worst of it was when we went to check the fake bodies. The body-snatchers had been so kind – by the way, journal, that was what's called sarcasm – as to take the fake bodies . . . and then leave real corpses in their place! Bloody, rotted, fetid cadavers oh-so-generously thrown into the back of our wagon.

And to add insult to injury, to rub salt in the wound, they weren't even the corpses of the family! They were the corpses of some other unfortunate souls who had met their fate!

The chief was obviously rattled. He had us throw the bodies out onto the road and hoof it back to the district with the wagon going as fast as possible.

In the aftermath of it all, the chief called the mayor. The chief, the mayor, and the town council all went to the streets and after a long conversation of discussion, decided it would best to evacuate all the homes and bar the street up. All the citizens were given wagons to pack their belongings and told everything would be relocated, but every possible way into the street except for perhaps the sewers had a wooden blockade erected in front of it. Not that a lowlife scum would be stopped by something as simple as a wooden blockade, but it would at least send the message that the area was a “Do Not Enter” sort of place.

The chief dumped the task of getting the now-homeless citizens into temporary housing until new homes could for them could be found or built. The things they couldn't carry into hotels were packed into boxes and put into storage, while dates were made for all of us – able, strong-bodied stallions – to go out one day and start building new houses ourselves. Bah! I'm no carpenter. I don't know the first thing about building a house!

And now that the street's been closed . . . I'm sure the criminals will flock to like moths to a flame. Nothing says “hey, this will be a good place to stash our stash” to a crook more than somewhere where it's guaranteed a law-abiding citizen wouldn't dare to go.

But there's a silver lining to all this at the end of the day. Hopefully, the crime wave will die down and centralize more into the routes with the most ease-of-access into the closed street. Crime radiating out in four directions from the street should prove more manageable than crime radiating out the entire city in a circle.

And better yet, just as I was heading home, Twilight Sparkle appeared and took me aside. She told me she had put in a good word for me at the district, and I was being considered for promotion!

March 28, 1850.

Good news, journal! Fantastic news! I got the promotion! I was so happy, I immediately made for the door to thank Twilight for her good word, only to find her already inside the building waiting for me! She asked if I had the promotion, to which I answered “YES!” in the loudest voice I could manage. I hugged and thanked her. I knew I would not have gotten the title were it not for her help with the case. I asked her if there was a way I could thank her. She jokingly answered that I should take her out to dinner sometime. I think I'll take her up on that offer.

But before she left the district this time, she whispered something in my ear . . .

She said I could truly thank her by making sure to protect the citizens and make absolutely sure they did not go into that awful street we closed down.

What a kind and caring mare! So concerned for her fellow ponies, even when they're people she's never met!

Author's Note

It's nice to be back writing this.

You know, I thought the update between His Vector Grey's ninth and tenth chapter was the longest time between updates I had . . . pretty sure that this story has even that beat.

I'm using a three-act structure for this story. "Journals" is our first act, and its about to come to a close. The next journal we'll be looking at?

Why, Twilight Sparkle's, of course.

Journals: Twilight Sparkle

April 21, 1772.

What a day! First we get invited to a wedding where my brother was marrying my old foalsitter! At first, I thought she changed, but turns it was much more simple than that. She had been replaced a Changeling! Nopony believed me at first when I said she was evil, but I guess I was kind of being a brat about it. My friends and I managed to fix everything, with a little help from Cadence and Shining Armor of course. Come to think of it, it really came down to me, Shining Armor, and Cadence, but I won't hold that against them.

After we beat the Changelings, we had the best wedding ever. But after she appointed the happy couple married, she disappeared from the celebration. I guess she had royal business to attend to.

April 22, 1772.

That's funny … Princess Celestia seems to be avoiding me. I try to talk her, but she looks away and says she needs to be somewhere else. Is she feeling bad about not believing me about "Cadence" being evil?

May 12, 1772

Whew! Okay. I was worried there for awhile, but I was right! Princess Celestia was feeling bad about it. She invited me over to apologize. I told her it was okay. We had tea. Everything seemed fine, but when I left, I saw her frown again.

October 7, 1772.

Guess who just got invited to go an expedition to a place she's never heard of before!

That's right. Me! Celestia asked me to accompany her on an expedition to recover artifacts from a castle that was long since destroyed. She says she only recently got our foreign allies in other lands to grant us access. Typical bureaucracy, I guess. I'm so excited! Before I moved to Ponyville, I used to do so many assignments with the Princess and ever since I got here I just . . . haven't had the time. Too busy with my friends, I guess.

September 9, 1772.

I'm staying in a hotel in Canterlot for the last couple of days. It's been raining. A lot. It doesn't bug me there. I guess life in the country has changed me, because I hear the Canterlot ponies talking about it being "the worst storm in years" but it doesn't hold a candle to Ponyville's lightest spring rains.

I went to get an apple fritter, like Applejack makes. I met Shining Armor while eating. He gave me his raincoat, even though I said I didn't mind the rain. Ugh! Does he ever listen to me? We had a talk. He said he didn't want me to go to Brennenburg with Celestia and hadn't talked Celestia out of only because she was the Princess. He heard rumors about awful things happening there. Fires. Ponies going insane. Creatures made of flesh sewn together. You know, typical horror story nonsense. I told him I wasn't going to cancel a trip with the Princess just because it made him feel uncomfortable. I went on my way to meet Celestia, who was talking with some of the other professors who would be on the dig.

Suddenly the stories Shining told me sprang into my mind and I, uncharacteristically being not skeptical, asked Celestia about them. Celestia told me that her foreign friends gave their assurances that while there was something evil in the castle once, it disappeared around the same time the castle mysteriously collapsed.

We went on the trip. We should have stopped. There were all sorts of warning signs before the castle ruins. It started with "WELCOME TO BRENNENBURG. TURN BACK NOW." Unsettling. I started to get unnerved. And not in the usual sense. It felt like there was actually something physical, something alive telling me to get out. But Celestia promised me she would defend me from any nasty creatures.

When we arrived and started digging, I found an orb. A beautiful, intricate arm. It entranced me. Celestia eventually noticed that I was so still and took the orb from me. But then she got entranced by it herself. There was a horrifying roar and one of the professors went insane and tried to attack us, saying we were changelings. He tackled me and was about to hurt me when Celestia blew a bloody hole in his chest. The blood got on my tongue. To my shock and disgust, I discovered I liked the taste of it.

We cut the expedition short to get me and the poor professor back to the hospital.

September 11, 1772.

Huh. Princess Celestia is acting weird again. She seems jumpy and tired. Any questions directed to her were met with mumbling and passive agreeing to whatever was being put forth to her. Her eyes were bloodshot, like she had been drinking too much coffee. Or maybe she needed a cup of coffee. She looks almost … pale. I never thought I see the Princess of the Sun looking like she needs more sun.

September 14, 1772

Oh, dear Celestia … wait, that's not right at all. I see what's wrong with the Princess now. That orb we retrieved from Brennenburg …

Shining Armor invited me to the castle, saying Princess had a super-special, top-secret assignment for me. Imagine my shock and alarm when Shining Armor leads me to a room, and inside, on a pedestal, is the orb! I took it away from Celestia for a reason! Seeing it, I had a flashback to Brennenburg and ran out of the room screaming. In hindsight, not my best move, as I'm sure several ponies saw me and are wondering why the Princess' student was screaming through the halls.

September 17, 1772

I've decided. I wasn't sure about it at first, but I've decided I'm going to sneak into the castle tonight and steal the orb. That thing has some sort of hold over Celestia, and I need to get it as far away from her as possible. I'll hide it in my library until I figure out what to do about it. Celestia would never think to look for it there. She wouldn't ever think I'd do something to defy her like that.

September 18, 1772

Well, I've stolen the orb and hid it in the basement. Celestia doesn't seem to know what happened. She has guards searching all over the castle for clues, but she doesn't seem to suspect me.

(September 19, 1772)

Still doing good. Princess Celestia sent me a letter this morning asking if I knew what happened to the orb. I sent a gentle-worded reply saying in as many clear, non-conspicuous words I could think of that I did not know.

. . .

Well, so much for that plan. Princess Celestia sent me another letter this evening. It read as follows:

You took it, didn't you?

September 23, 1772

Nah, nah, nah, I'm not listening!

At least that's the way I've been feeling lately, Journal. Princess Celestia keeps sending more and more letters demanding I give the orb back. I sent a reply to everyone saying I had no idea where the orb was and I didn't take it. I feel horrible, lying to her like that. But I have to. She's not herself! I … I'm not really lying to Celestia, I'm lying to whatever thing is inside that wants the orb. Just until I figure out how to cure her. I need to study the orb … or better yet, destroy it

…

AGH! I tried everything! Smashing, blasting it, using magic on it, trying to make explode, smashing it again, putting into boiling water, putting it into freezing water and trying to smash a third time when it was more brittle and nothing's worked! It's like it's invincible or something! I stopped trying to destroy it and instead tried to purge of its magic, hoping that would fix the Princess. But nothing worked there, either! Every way to dispel magic I know failed to yield any tangible results! She's still sending me letters demanding the orb …

…

I should be getting ready to go to bed. But I can't. I'm too worried about Celestia. I need to figure out something. I doubt simple returning the orb to Brennenburg will solve the issue.

I decided to experiment. I remembered how I liked the taste of blood while at Brennenburg. I wanted to know if that was natural, or if it had something to do with Brennenburg itself. So I … took a letter opening and gave myself a tiny slit on the hoof, then I sucked up the bleeding with my mouth. And it … it still tasted good. Really good.

Delicious, even.

. . . Oh dear Celestia, what's wrong with me?

September 26, 1772

Hmm. Celestia's constant letters seem to be taking their toll on Spike. He's asked me what's going that the Princess is sending me so many letters about it. I want to tell him … but I wouldn't want him to worry, either. I've decided to start ignoring them anyway.

Anyways, I found some old papers from Brennenburg and … they seem to describe the strange creatures Shining Armor was talking about. I wonder, is it possible to make a living creature out of stitched flesh? The papers describe one "variant" of these things as having a metal limb … is that possible? I think some experimenting is in order …

…

Started small with the experiments. Made a prosthetic hoof that fits over a real hoof, like armor. But it was fully functional, just like a real hoof, only bigger. As a wearable piece, it's fine, but is it really possible for something like this to replace a limb?

. . .

Fluttershy came over today. She asked me about the huge pile of letters that were on the floor. I pretended like I didn't know what she was talking about it at first. But then she kept asking me questions! So I used my magic to burn them all into cinders.

She didn't ask me anymore questions after that.

We started having more normal conversations, and I happened to mention my experiment with the prosthetic hoof. She was curious, so I showed it to her. She seemed confused by it.

Say, I wonder if she and the rest of friends would be willing to help with further experiments?

October 1, 1772

I … I cut myself again. To drink my blood. So good. The metal taste makes me think of machines. Ugh. Seriously, I need to go see a mental doctor or something. This isn't healthy. Or maybe I should find an actual vampire and get myself turned into one. I'll have to think about that one. Visit a ravenous life-sucking monster, or find a vampire?

I did more research into these flesh-monsters. They were apparently either victims of some poisoned wine, or of a mysterious creature that lurks in the darkness. The notes go back and forth on this one, like the people writing them couldn't agree on what it was.

…

Invited Rarity and Rainbow Dash over to see if they were willing to volunteer for experiments. Rainbow Dash was "game" for it. I started making more prosthetic hooves for her and wings made out of metal blades that would fit over her wings, but I … I don't know what came over me.

I stabbed one of the blades into her hoof, and drank the blood out of it. All they did was give me stares before Rainbow Dash gently took her hoof away and they both excused themselves. I can't blame them. Hopefully I can get a chance to explain everything to them.

October 9, 1772

Well, that's a relief! Rarity, Rainbow Dash, and Fluttershy got Applejack and Pinkie Pie and brought them all to the library for an "intervention." I explained to them I didn't need any interventions, I just discovered I liked the taste of blood and lost control of myself yesterday. That's all! Nothing to worry about. After clearing that up – and telling them several times there was nothing to worry about, and I wasn't going to do it again – I asked them if they would like to help with my experiments. I've been finding lots of interesting things in the Brennenburg papers. To my surprise and joy, they were up for it. They were nervous, but they were it up for it! I made an entire metal leg this time!

Also, Celestia's started slowing down the trail of letters. I'm not sure what happened. Maybe she had to go attend some other business to fool other ponies into thinking she was fine. Maybe she realized I stopped responding. Maybe she's realized I'm not going to give her the orb.

Whatever.

October 10, 1772.

I went searching and found some books in the deeper parts of the library about speculative biology. They had lots of speculative theories about how to make a flesh-creature functional and with metal implants. I started sketching some preliminary ideas about to combine this knowledge with the papers for Brennenburg to discover how a flesh-creature like Shining Armor described could have been made.

My friends came over again today. I showed them my sketches and told them I wanted their help in proving that a creature could have metal limbs! They were hesitant this time, and Applejack moved to tell me something before Spike came running in, burping out a letter. Fluttershy swiftly got to it before I could blast it with my magic. She explained to the others about me burning the letters, then opened it and read it out loud. What she read out made no sense coming from the Princess … unless one knew about the orb and its hold on her, which they didn't. They were so confused. They all looked at me.

I wanted to keep it a secret. I wanted to fix it myself, in secret, before anypony had to know about it. But they all looked at me so worried and desperate. Everything came spilling out. I told them about Brennenburg, about the orb, about Celestia, about how I stole the orb. They told me I shouldn't have kept this all a secret from them. They're right. I shouldn't have.

...

We took the train to Canterlot to see Shining Armor tell him about it all. But he didn't believe us! He didn't believe me! He never believes me anymore, not with the Changeling Cadence, not when I tell him I can take care of myself, not with Princess Celestia. He told us we should give the orb back! The nerve of him! Fine. Who cares what you think, anyway!? "Ooh, look at me, I'm Shining Armor, I'm all big and responsible and tough and who cares what my sister thinks because she's just a little filly!" HMPH!

After we got back, everypony else changed their mind about helping with my experiments. They're such good friends!

October 11, 1772.

Such extremely good friends. They let me start cutting into them! They let me start putting them under and performing examinations on their unconscious bodies to discover the mystery of the flesh-creatures. That takes an awful lot of trust for them to let me knock them out with medical grade drugs! So trusting … such wonderful friends I have … we're gonna have so much fun experimenting! We'll discover new things, wonderful things, about the limits of pony biology! We'll invent new medicines, new cures for diseases! It'll be great!

October 25, 1772

. . .

. . .

What have I done?

I've turned all my friends into monsters. I've succeeded in recreating the flesh-monsters with iron hooves … with my own friends! I cut into them and I … I altered them. I just made those iron wings for Rainbow Dash as a prototype! I didn't mean to replace her wings with them! And Fluttershy and Rarity … they have all kinds of mutations and metal limbs and it's all my fault!

[The page is wrinkled with stains from tears.]

I ask them why. Why didn't they stop me? Why didn't they say something? Why didn't they … fight me, if they had to? They said they could tell keeping the orb a secret and fighting some sort of secret war with Celestia was having an effect on me. They knew I needed some way to relieve my stress, and by the time they themselves realized how far off the deep end I had gone, it was too late anyway!

Oh, they're such good friends … they were trying to help me. Granted, stopping and shouting at me might have helped better, but they were trying. Such wonderful friends of mine … and I butchered them like pigs!

It's the orb's fault! It must have … influenced me like it did Celestia, only more subtly! Or it's the stress. The stress did it. The stress and the orb! All the letters Celestia sent me, calling my names, saying I was a failure and -

No, no. It's my fault. It's all my fault. My head is clear. I can't blame anyone for my mistake. But maybe now that the fog is gone from my mind, I can start to work on reversing the processes of what I did.

November 1, 1772

Oh, of all the …

Princess Celestia sent Shining Armor and a squadron of guards to raid the library in search of the orb! I had to engage Shining Armor in a magical duel. I won. I beat him. I beat him, and I scared the other guards into retreating with him. But I feel so guilty! My own brother … Princess, why? WHY? That explains why she stopped sending letters at least. She was planning on sending Shining Armor to do her dirty when she stopped. And I know the guards will be away for awhile, but their loyalty to Celestia is absolute. They'll come back until they either get what they want or Celestia calls them off. And given her mental state right now, that's not likely.

I feel so horrible. Celestia's gone insane, and I can't fix it even though I know what's wrong. I still have that awful orb inside my house. I've been trying to fix what I did to my friends, my kind, wonderful, caring friends, but I can't undo anything with the royal guard putting the library under siege! And I had to fight my brother … not just an argument, or a spat, but a no-rules fight to the finish, winner take all! And now Shining Armor's seen what I did to my friends!

I feel so horrible about it all. So guilty. So bad I … I just want it all to go away. I just want …I don't have a plan. I always have a plan! I'm the pony in our group who comes up with the plans! Oh, I just

I think …

I … I don't … I don't know what to do.

I … want it all to just go away. I want – I think …

I think want to kill myself.

Yes, yes. That sounds like a good solution. Shining Armor won't fight me. I don't have to deal with the orbs, and my wonderful loving friends won't have to deal with the fact that their best friend turned them into horrific monsters! Yes … the sweet peace of death.

...

...

…

…

…

Second Journal of Twilight Sparkle, May 23, 1782.

Hmmm.

Yes, yes, well, picking off from where we left off, the "suicide attempt" - and that's being generous - was a bust. I set off an explosive spell in the library, and to all outward appearances, we perished, and the Orb was lost in the fire. We survived and made our escaped into the wilderness. Now, we live off what we can, taking in the generosity of strangers, fruits from unclaimed territories, and making sure no pony who sees realizes we're the former representatives of the Element of Harmony.

I suppose you're curious about a few things, Journal II. Well, after the explosion at the library and we led the world to believe we were dead, we went for a life on the lamb, or say the saying goes. It's been years since I last had access to my original journal, so I've christened you "Journal The Second." Why do I capitalize the "Orb" when I did not before? Well, let's just say I've learned several things that I did not know before.

May 30, 1782.

The girls have informed me of their desire to quit running around like criminal scum and settle down somewhere, with a normal life, like what we had before. Unfortunately, so much has happened, so much has changed, that I do not think it possible for us to go back to the way we were. However, I do respect their desire for a more stable life. Not yet, though. I had to assure them. Not yet. Not while ponies still remember us as the ponies who bore the Elements. When time passes, and we fade from memory, then we can settle down.

June 5, 1782.

Yet more proof that we need to wait! Today, we were buying some fruit from a vendor using gains we got from performing menial labor, and he nearly recognized us as Princess Celestia's former aides! If this isn't enough proof we need to lay low for awhile, I don't know what is.

June 15, 1782.

Applejack's informed she wants to talk to her sister. I've been making sure we paid regular visits to Ponyville, so she and Rarity didn't miss their sisters growing up. It was always observation – only – no contact. I suppose perhaps I should let them talk … very well. I will allow it.

July 1, 1782.

Finally made it back to Ponyville. We met with the Cutie Mark Crusaders – who have since gotten their Cutie Marks – out in the back orchard of Sweet Apple Acres. We made it clear to them that they could no pony they had seen us. They seemed to understand.

July 8, 1782.

Oh dear, oh dear. We couldn't have come at a better time, could we? The Cutie Mark Crusaders got together with some gear to go Crusading one more time, for old time's sake. I'm not sure what they were doing, but they crashed and now they're in the hospital together.

The rest of their families are to soon receive notices informing them of the hospital stay.

July 9, 1782.

Applejack, Rarity, and Rainbow Dash were insistent on not leaving the bedsides of the Crusaders. I suppose I can't blame them. If something happened to -

[There is a sudden scrawl, like something made the writer's hoof lose control and veer randomly. The word "Shining Armor" is messily crossed out.]

If something happened to somepony close to me, I wouldn't want to leave their bedside either. It's commendable, really, the dedication between two sisters …

July 10, 1782.

Apple Bloom, Sweetie Belle's and Scootaloo's injuries are worse than we thought. The hospital staff has told they may not make it.

Say, I've done some amazing work with Fluttershy and Rarity, as well as Applejack. Perhaps I could …

July 11, 1762.

Sweetie Belle, Scootaloo, and Apple Bloom all passed away. The doctors did all they could, but it wasn't enough. Rarity, Rainbow Dash, and Applejack never left their sides the entire time, holding their hooves to the last, even as the monitors flatlined. The doctors insist they have done all they can.

But I am no doctor.

I can do more.

July 12, 1782.

I've made an absolutely fascinating discovery. Hospital staff really, really don't like it when you break into their morgue and make off with their corpses. We've been galloping all day. Honestly, the complaints they had. "Their families need to be notified!" boo-hoo-hoo. Rarity, Dash, and Applejack ARE their family and they've been notified. They got their bodies plum strap to their backs, see? Hard to get a better notification than that.

July 13, 1782.

So it turns out the Ponyville Hospital takes corpse-napping extremely seriously. We've been galloping for a day and a half now, and the hospital security is still trying to run us down with their van. Bah. We've managed to hide from them for now, but we need a plan of action to escape them before they catch us and drag us back to the Princess.

July 15, 1782.

We've determined the best course of action is to go to Hoofington and set up a camp there. It's distant and disconnected from the rest of Equestria, so its unlikely they will recognize us from our … former lives. We'll start the march tonight.

July 17, 1782.

Goodness, this ponies are absolutely determined to retrieve these bodies. As we were coming up on the border outside Ponyville, we found a checkpoint with royal guards stationed about. I could tell they were looking for us, waiting for us to show, hoping we'd be coming this way. Curses! We'll have to fight through them. We'll use our wagon. We'll stuff it full of our things and used it as ram.

February 17, 1790.

That took far longer than it had any right to. Eight years to get to Hoofington, dogged every direction we went by guards and coppers who wanted the Crusaders' bodies back. They can't have the bodies back. I need them – we need them for experimentation. Can you not see the grief on fair Rarity's face? Or the emptiness in Rainbow Dash's eyes? No, no. We will not lay the Cutie Mark Crusaders to rest.

There will be no need for that … as soon I get the resources. Girls, we're goin' SHOPPING! Nyah ha ha ha ha!

February 18, 1790.

I don't entirely trust that we're free of that tyrant Celestia's all-seeing gaze just yet. So we're going to continue laying low for now. Carry on as we have been, only now we have a dedicated hideaway. A nice little visit on the outskirts of Hoofington, out near the mountains. They're lovely this time of year, covered in beautiful snow and ice. Exquisitely pure and … pure and … virgin.

February 19, 1790.

I've instructed the girls to bury the Crusaders inside the grounds of the mountain. If my calculations are correct – and they usually are – the frigid temperature will preserve their bodies, at least until we can get until we can get our hooves on some quality embalming fluid.

February 20, 1790.

We've gotten the embalming fluid, found some unused trash cans in the garage, cleaned them out, and used them as coffins for the Crusaders. We're going into every scrapyard and garbage dump in Hoofington for materials.

[The remaining entries all unremarkable, repetitive muttering about needing parts and scavenging. Some of them are incoherent and suggest mental disorders. The repetitive entries continue until the March of 1850.]

March 4, 1850.

[There is one page that appears to have a complex mathematical diagram that stops half-way into it and veers into random scribbling with no form to it. …]

March 5, 1850.

I have decided something.

I loathe my former mentor. SO MUCH. Dear Celestia, how I hate … Celestia. For betraying me. For abandoning me. For using my own family as a sword against me. So I've decided to spite her. I've taken some flesh samples from myself, had the girls fetch more materials from Hoofington. It wasn't enough. Apparently, there's been a rise in crime on the town lately … criminals like thieves, murderers, and deviants. I'm sure nopony would mind if one of these crooks were to mysteriously disappear. I need more before I can make project. Besides, the Cutie Mark Crusaders still need fixing. They need more spinal fluid.

...

Huzzah! With the … donations from some forcibly relocated – I refuse to say "foalnapped" criminals, I've crafted a pair of artificial wings that I have stitched and grafted onto myself. There. How do you like them apples, Princes? Now I'm a Princess too!

March 8, 1850.

Ah, the wings have proven troublesome. They bleed at their bases. Profusely. I suppose it's nice to have a spot of blood always on hoof, but it quickly gets cumbersome and distracting during conversations. Sometimes they lock up and refuse to flap as well.

March 10, 1850.

Following my decision, the girls have informed of a decision of their own. They want a house. A house and a proper roof over their heads, not the tarp on some posts we've been using. But more importantly, they don't want just a house. They want a home. They want to give something back to the community that we've been scavenging the leftovers off of for so long. I suppose the nomadic lifestyle would get tiring after …. sixty years? That can't be right. Oh well. I'll make some plans. I'll ingratiate myself to the community!

I suppose living in a house with a roof would be nice …

March 17, 1850.

It took a while, but I finally found a decent pony who was willing to take me in. Her name is Heart Throb, and she's very pretty and nice. She wanted to keep an eye on me at first, but after her husband and I sat down and had a lot talk, she was fine with me staying. I say talk. It was really more of an interrogation. But I made him aware of my credentials and that I wasn't going to hurt his children. I think they've accepted me.

Although … she called me an "Alicorn." Disgusting word, "Alicorn."

March 19, 1850.

Oh, nostalgia! Heart Throb's asked me to tutor her kids, since she can tell I'm an educated pony. Teaching these foals study techniques and explaining to them why science and math doesn't have to be boring makes me think of the good old days back when I was a student.

….

I shouldn't think about that.

March 22, 1850.

Heart Throb sat down with me for lunch today. She mentioned there had been a murder recently. Horrific crime. Apparently one colt stabbed his classmate several times over. Sounds like a foal after my own heart. But she went on about how the parents of the accused were trying to use an insanity defense. I sipped my tea and told her I could tell if he was truly insane at the time of the crime. Then she asked about my wings …

March 23, 1880.

I've decided to go into the police precinct today. This will help my goals, certainly. I went inside and demanded to see the child, who I know was in their custody. The coppers were all very hesitant to agree to my demands, but eventually they relented and allowed my interview with the colt. I asked him questions. Specific questions. Questions that made no sense to a regular pony … but questions that made perfect sense to the mentally deranged like ourselves. He answered eagerly, excitedly. And I knew that he, like me, was in a complete and calm state of mind at the time he murdered his fellow.

I went outside the interrogation room and informed the coppers of my discovery. After giving my thanks to the chief for his cooperation, he asked where I was staying. I told him and I left.

After I returned to Heart Throb, I was upset to hear a dispatch had visited her and asked her questions. I also had to apologize for worrying her. I should have been polite enough to leave a note.

Later, Heart Throb discovered a clog in the sink. Her husband tried to fix it, but none of his tools were working right. I offered up using her potato peeler; it was thinner than anything else her husband and could probably to pick at the debris.

March 24, 1850.

Mostly uneventful today, save for some more tutoring time with Heart Throb's foals.

….

Well, that changed quickly overnight. I was up late tonight, looking for a towel and some medicinal liquids for my bleeding wings when I happened upon a pony in a mask, rummaging through the home. I picked a frying pan and set upon with the ferocity of a beast! He wisely decided to retreat before I could kill him. Unfortunately, the commotion disturbed Heart Throb's slumber. I had to assure her everything was fine after explaining what happened. I went ahead and washed my wings afterward.

March 25, 1850.

That's unsettling news. Apparently the child-murderer – that is, the murderer that is a child, not a murderer who kills children, though I suppose he's actually both – has been declared not guilty by reason of insanity in his murder trial. Disgusting. I imagine a bribe on the part of the parents helped to turn some cheeks the other way.

I've had to inform Heart Throb I will be leaving her today. She seemed quite upset at the news. She did manage to convince me to stay for one last dinner. I promised Heart Throb I would find her would-have-been robber and make him pay for his crimes.

I hate these criminals. Unsavory, disgusting. They are akin to pigs. They have no concept of neither filth nor cleanliness. I will rid this town, and eventually the world, of its pigs.

I made sure to take knife from Heart Throb's drawer before I left. I am going to give that family a little visit …

March 26, 1850.

I simply left the rich family's bodies in their houses for the police to discover. As I watch a news report, I realize that may have not been the best of ideas. I received wind of the copper's plans to transport the bodies to the morgue for storage and autopsy.

Thankfully, my friends had the capabilities for the heist. During the copper's ride into the street, we hacked into the lights of the district, disabled, then while the coppers were scared witless, we stole the corpses and replaced them with clever fakes. More materials for us to use, yes … then we turned the lights back on. I'm sure that one Earth pony – what was it, Flathoof?- will be struggling to explain this to his boss. Perhaps I should pay him a visit.

March 27, 1850.

I went into the precinct and struck a conversation with the chief. He apparently didn't believe his officers' story about the lights going out and the corpses being stolen. Stubbornly insistent on as such too. I managed to convince him to put the fakes bodies back in the wagon and give them a chance to prove their story. An excellent chance to prove to these ponies that I am trustworthy individual whose judgments can be trusted completely.

I gave the girls their instructions and set them in position, and accompanied the coppers in their station wagon as they rode down the road. On cue, the lights went. There was a gunshot. When the lights went on, it was revealed that one of the officers had panicked and fired blindly. The chief seemed convinced that his officers were being truthful when he saw the panicked officer nearly shot him in the face. They were also fairly distressed to see new corpses put in place of the fake bodies. Ah yes, the bodies of the crook I used for my first set of wings. I'll probably make a new set. Note: must steal bodies back from the police.

In the aftermath of it, the police chief, mayor, and town council all agreed to shut down the street and start a relocation program for the poor ponies inside. The street would be closed and barred up, condemned as a place of mystery and horror. The criminals in the street would use the dead street as a base, certainly.

… putting them all in one convenient place for my friends and I to pick them off as we need new materials.

For good measure, I put in a word about Flathoof to the ruling bodies of the town. Then, when he inevitably gets the promotion – as per my manipulations – he'll feel like he owes me. So tomorrow, I'll ask him to do his best to make sure no self-respecting citizen goes near the closed street, guaranteeing no innocent pony will stumble on my improvised … shopping center. For materials. Never enough materials.

March 28, 1850.

Put in that request to Flathoof. He agreed to it. Now, everypony in that street will be guaranteed to be a criminal, as no law-abiding pony will go near it. Thus making sure I will not use an innocent for materials. Like Heart Throb. Dear, sweet Heart Throb …

Likewise, with my help on the case, the mayor agreed to sell me a deed for the territory near the mountains my friends and I had used as a camp. They'll be so happy! He also agreed to hire a contractor for the construction of a facility for me to use.

March 30, 1850.

I had a dream. A prophetic dream. A dream that speaks of things to come. I heard a roar. A terrifying, familiar roar. A roar of a beast who walked through shadows and swam through air. I was in an industrial complex, like there's going to be in the facility. I was breathing heavily, breathing hard. Then there was another roar. Different this time, monstrous, deep, hollow … mechanical. Then I saw it. A machine. No, no, a Machine! A great and powerful Machine! A Machine that would allow me to achieve anything I wanted … a Machine that would rid the world of its pigs!

A Machine whose spark of life, whose seed of birth was not my own, but that of another. Of another pony, an Earth pony, with a beige coat and a wealth of ideas. A pony who had an experience with one of the Orbs, just as I have. A pony whose birth-name is Gaswield Industry, but he goes by the name taken from a foreign poem …

By the name … Oswald Mandus.

…

…

…

….

"Oh, Twilight Sparkle." Celestia cried, reading Twilight's first journal whilst on her throne. "If I could take it all back, I would." When the fire happened, the Orb disappeared, and Celestia's mind became her own again. And she realized the damage that had been done with her relationship to Twilight. She had Guards dig all they could from the library so Celestia could hold onto the mementos.

A Guard marched towards her, bowing. "Your Majesty, a visitor for you."

Celestia magically closed the book and hid it in her wing. "Send him in."

The Guard nodded. The double doors opened. Out stepped a beige-brownish coated Earth pony, wearing a fetching rust-red top hat and suit.

Celestia raised her neck, curious. "I know you."

"Do you?"

"Yes. I've seen your face in the papers. But more pertinently, you were at a party with myself and Fancypants, and you spilled grape juice on my chest, Mister Oswald Mandus."

Oswald blush. He nervously bowed. "Er, yes."

"You know," Celestia said, walking down the royal steps, "Oswald Mandus is not a very Equestrian name."

Oswald bowed. "Some might say I am not a very Equestrian pony."

"Hm. Handsome and clever with words." Celestia said, coming near him with a flirty smile. "You're just the whole package, aren't you?"

Oswald's blushed intensified. "Erm, yes, well ..." he cleared his throat. "I've received an interesting business proposition and was hoping to get your blessing."

"Oh?"

"Yes. I've been invited by Twilight Sparkle to help her with some prospects. I'm aware you used to have a relationship with her with a bad falling out and I wanted to be sure you were fine with me doing business with her."

Celestia's smile faded. "Yes, of course. Do as your like. I won't put any conditions on you."

Mandus nodded. "Thank you, Your Majesty. You are gracious." Oswald turned to leave the room.

"Actually," Celestia spoke, causing Mandus to jump nearly out of his skin. "There is one thing ..."

Mandus turned around, showing a confused frown.

"Twilight Sparkle is dead. Has been for some hundred-odd-something years." Celestia calmly walked back to her throne.

Mandus froze.

Author's Note

Well, there you go. The end of "Act 1" and the next chapter will be the start of "Act 2." Think of the last scene with Mandus and Celestia as an interlude between 1 and 2.

This chapter gave me some difficulties. First, I wanted to set way back to a hundred years, so Twilight's survival from the first journal entry to the time of the last would seem suspicious. But that doesn't work as well as it would a human character, as we don't know pony life-spans and whether Celestia's and Luna's longevity is the exception or the rule. Will they all live a thousand years, pending some other acted-upon cause of death like murder ... or not?

Second, I used multiple time-skips because I had just set the years so far apart than I need to gloss over large periods of time because I decided I didn't want to come up with enough material to fill out multiple journals entries of mulitple months from 1772 to 1850. That's eighty-three freaking years! Eventually, I was sure of myself that skipping over various times was the right thing to do, as it would detract from rather than add to the story.

Third, it comes across as Twilight just taking advantage of situations as they arise, rather than deliberately having a multi-stage plan to ingratiate herself to Heart Throb and later Hoofington.

Fourth, the use of bracketed, leaning on but not quite second-person journal entries. I wanted these to show signs of Twilight's increasing mental instability and madness, but I'm not sure if it integrates smoothly as clarification for a madwoman's delirium or breaks the reader's immersion.

I was on the fence about including the journal relating to A Canterlot Wedding, but I figured they made good canon-springboards for Celestia and Twilight's relationship falling apart. Calling Oswald Mandus "Gaswield Industry" is based off a comment I recieved that "Oswald Mandus" was a not a very Equestian name. The reference to a "foreign poem" refers to Ozymandias, who Oswald is named after.

This fic also went On Hiatus for a little while. I make it a general rule of thumb to mark my stories (at least on Fimfiction) as On Hiatus when I haven't worked on the next chapter in a while. And now that Act 1 is done, it will probably go on hiatus again after a bit. But this time when it comes back from Hiatus, it will continue without ... being ... Hiatus-ified.

The Facility: An Innocuous Invite

August. 1851.
Hoofington. The condemned street.

A stallion was walking through the street, wearing a grey hoodie. As no law-abiding pony would go near this street, it was no mistake to think he was a criminal. He cantered towards the wooden barricades which separated this street from the others. He smirked to himself, thinking about all the foals on the other side. The young foals who he would have great ease in getting the unlearned little ponies hooked on his drugs of choice. He placed his hoof on the barricade, preparing to climb it.

“Where are you going, mister?” A disarming soft voice asked him. The drug-dealer stopped and looked around to see a pretty, pink-haired mare staring at him with big, innocent eyes.

“Oh, um. Nowhere. I was just going to play with some schoolkids. I swung by there everyday, drop off candy for all of them.” The stallion fibbed. He almost felt guilty about lying to such a cute mare. But being a hardened criminal, not guilty enough to recant his statement.

“Oh, really?” The mare cooed, making him blush. “That's so sweet. Or … it would be, if it was true. But it's not true, is it, mister?” She began to walk towards him. “Come on, now. You can tell me the truth.” She batted her eyelashes at him. “Where are you really going?”

Her flirty gestures weren't enough to counteract her haughty demeanor. Said haughtiness offended the drug-dealer and made him lose his cool. Did this mare have any idea who she was dealing? “None of your business, that's where.”

“Oh, I think it is my business.” She said, coming closer to him. She broached his personal space and put her hoofs on the barricade behind her in a suggestive manner. “I love children, you see. So if you were doing something to hurt them, well … I might just be a little, teeny, tiny-bit upset about that.”

“Fine!” The dealer admitted. “I sell them drugs. Get them hooked early and have customers for life. And a fragile thing like you isn't gonna stop me just by batting your pretty eyelashes!” Having come prepared to fight other dealers on his turf, he pulled out an already-loaded syringe and jabbed it into her neck. The syringe was loaded to the point it would cause anypony to overdose and die right on the spot. He chuckled and smirked to himself as he depressed the needle into her throat.

“Heh heh … heh?” His laughter was replaced by a confusion as his lethal dose had almost no effect on her. The worst effect to befall her was for her to scrunch up her nose as though she was going to sneeze. She was, in all other respects, fine.

She glared at him. “Okay, mister. You put something in me. Now I get to put something in you!”

“What?” The dealer questioned. His eyes widened as a golden liquid dripped from the mare's mouth, pouring down as if she had a large bite of honey. “Whoa! What? No, no, please!” He begged as the mare threatened to close the distance between her mouth and his. “Get away! Stop! Maybe we can make a deal?” She wasn't interested in his attempts to bargain for his life, placing a delicate kiss on his lips. A gush of fluid surged from her mouth into his. He winced as he was forced to swallow it all.

“There.” The mare said, popping her lips off. “Doesn't it feel much better when you don't resist?”

The dealer had no answer for her, much too busy with the fact his eyes were rolling into the back of his head. His body jerked and chattered while foam appeared from his mouth, almost as if he was having a seizure. His body gave one last twitch before his eyes closed and he fell to the ground, limp.

The mare pulled out a leather strap and whipped it around, lashing it over his neck with precision. She backed away from the barricade, towing his body with the strap. With no one but fellow criminals around, few of whom would feel the need to stick their necks out for their competition, chances were the mare was going to get away with her crime.

Around the same time this was happening, in a more wholesome part of town, a little boy was waking up in his bed- Teddy. Though had Teddy known about the fate of the drug dealer on the other side of the town, he would have been glad to trade places with him. He was dreading this morning. A few days ago, his parents had been “lucky” enough to be selected for touring The Facility of one Twilight Sparkle. Who Teddy didn't care about. All he knew about her was what his parents told him, and his parents told him she was a brilliant inventor and civil servant.

Still, he didn't care. All this meant to him was an unnecessary trip to the store to buy a rental tuxedo (it was going to be a rental because Teddy's parents didn't trust with him owning one) and a trip to a stuffy old building he didn't care about.

“Teddy!” His mother called from the other room. “Are you up? We need to get ready and go to the store or we'll be late!”

“I'm up, I'm up.” Teddy complained, rubbing his eyes to free them of sleep. Against his will, he got down from his bed and headed to the bathroom to make himself tidy for the event.

“Quit being so down.” His mother told him, sensing Teddy's reluctance to go. “This is quite the honor to see Twilight at work. After -”

“After she fixed the crime wave last year, I know.” Teddy complained. He had heard this story before, the story of how Twilight Sparkle saved a city under siege from rampant crime in the spring of the previous year. Being a child, Teddy wasn't learned to appreciate the gravity of Twilight's accomplishment. He didn't understand how much work went into repelling a crime rate so high. He went to the washroom and freshened himself up. He remained grumpy and fussy as he was scooted out the door and steered towards the rental shop.

“One rental tuxedo for a rambunctious tyke.” Teddy's mother told the sales clerk.

“I have just the thing. Would you be interested in the special package, which comes with rips, tears, and mud-stains insurance?” The clerk offed. Teddy's mother looked to his father and smiled. Teddy sat there, hooves crossed and huffing. His mood improved somewhat when another family came through the door.

“Ace?” Teddy asked, recognizing their gold-maned son from his school.

“Teddy?” Ace replied. He ran up to his friend. “What are you doing here?”

“Oh, my parents are getting a tuxedo to put me in.” Teddy waved his hoof. “We're going to Little Miss Perfect Twilight's facility today. We “won” tickets for a tour.”

“Really? What a coincidence!” Ace gestured to his folks. “My parents and I won tickets too. We're also here to rent a tuxedo.”

“Ha! Is it because your parents don't trust you with a tuxedo either?”

“That distrust is well-earned, young colt.” Teddy's father snapped. He walked over, holding the tuxedo Teddy would be forced to wear. Teddy sighed.

“Look on the bright side, Teddy.” Ace said. “I heard Sweet Heart is going to be there as well. So we don't have to suffer alone. Misery loves company, you know?”

“Sweet Heart's going to be there?” Teddy exclaimed. He was almost oblivious as his parents dragged him to the fitting room. He had a huge crush on Sweet Heart at least as big as a skyscraper. Knowing she would be there, this drag of a tour through Twilight's Facility just went from intolerable to worth it, in his opinion. Once he and Ace were in their suits, their families walked to The Facility together. Along the way, they took the time to catch up on things.

“So, how's your life been going?” Teddy's mother asked Ace's father.

“It's fine. I've got a roof over my head, a steady job, a wonderful child.”

“The most wonderful child.” Ace boasted, demonstrating his inflated opinion of himself.

“Yes, the most wonderful child.” His mother said, pretending to play along with his belief. “Ah, we're here.” They stopped to observe The Facility and the small crowd gathered outside. No doubt they were more winners of the contest.

The Facility was an impressive building. It was huge, as big as factory, at least. Pipes on top of the building puffed out continuous clouds of smoke, which cast an inviting air over the building – it was a place for the hardworking pony. Its brick-red color was offset by the yellow lights coming from each window, which covered the front of the building.

“I think I see some of your school friends.” Teddy's mother whispered to him.

Teddy whipped his head around. “Do you see Sweet Heart?”

“Sweet Heart?” Teddy's mother placed a hoof over her eyes to focus her gaze. “Ah, she's right over -” The minute she pointed her hoof, Teddy was off as if fired from the barrel of a gun. “There … geez, you'd think he had a crush on her or something.”

“Sweet Heart!” Teddy called. “Sweet Heart?”

“Hmm?” Sweet Heart turned her head to face him. “Oh, Teddy! Hello. I didn't know you'd be here.”

“Oh, trust me. I wouldn't be. But my parents made me come. But enough about me. Tell me about you.” Teddy purred, resting his hoof on his chin. She looked so beautiful in the frilly white dress she was wearing.

“Well, I -” Sweet Heart was interrupted by a voice as sharp as eagle claws.

“Teddy.” Their schoolteacher, Miss Hackney, whistled. “You're not trying to drag Sweet Heart into trouble, are you?”

“Oh no, Miss Hackney.” Sweet Heart spoke up on Teddy's behalf. “Teddy was just asking how I was doing. Isn't that right, Teddy?”

Teddy nodded. He continued to nod, hoping Miss Hackney would get off his case.

“Uh-huh.” Miss Hackney nodded, leering at Teddy with suspicion. “Well, you behave now. We wouldn't want to earn ourselves extra detention, would we?”

“No, ma'am, we wouldn't.” Teddy agreed.

Hackney raised her head. “I think it's time.”

Any further small talk between the tourist group was cut short by the creaking of The Facility's enormous door. With a creeeak and an eeeeee, it moved along the ground at a snail's pace. Three beautiful mares stepped out from the door. One had her hair styled in a spiral which Sweet Heart was sure was a pain to manage. One had simple, short hair and the last had her dark red hair tied back in a braid, wearing a Stetson hat. Each of them were wearing black cloaks over their bodies.

“I think somepony should have told them it wasn't Nightmare Night yet.” Teddy whispered to Sweet Heart, snickering at his own joke.

“Hello.” Each of the cloaked mares bowed. “Our names are Sweetie Belle, Scootaloo, and Apple Bloom. We'll be your tour guides for the day. Any questions you ask, we will answer to the best of our abilities.”

“We will be showing you all the parts of The Facility. At least, the ones open to visitors.” Apple Bloom spoke in a Southern drawl.

“Please remain close to the tour group at all times, as there are several places off-limits to non-employees.” Sweetie Belle requested.

“Keep all your hooves to yourself.” Scootaloo said. “Do not reach out and touch anything unless you are advised it is okay to do so. Failure to comply with this policy can result in being removed from the tour group, banned from future tours,” Scootaloo raised her hoof over her mouth to muffle her voice, “and possible dismemberment if you stick it in the wrong place. Hrrk!” She cleared her throat. “Thank you. Let's go inside, shall we?”

“What she'd say?” Teddy whispered to Sweet Heart while the crowd moved around them. “Possible dis- what?”

“I don't know.” Sweet Heart said. “I just know that means no breaking the rules … so don't get any ideas, Teddy.”

“Moi?” Teddy asked, feigning offense as he walked with the crowd. “I would never.”

Entering the building, most of the tourists were surprised by how sparse the building was in its front room. A service desk was off the right of the maroon-colored empty room. Two bridges were on the upper floor, with one staircase leading up to them. They were two doors on each end of both bridges. There was little to nothing else in the room, save for an old pony resting her front hooves on a walker with glasses and her hair tied in a bun.

“Twilight Sparkle herself!” Teddy's father exclaimed, bowing to the lady. “Is it an honor to see you in person! Although ... may I ask why your Facility isn't … impressive as expected?” He looked around the room, once again taking it its emptiness.

“This is the foyer.” Twilight answered. She lifted up her walker to move along the floor. Sweetie Belle and Apple Bloom were by Twilight's side at once, attempting to give their support to help her along, but she wasn't having any of it, giving them physical rebukes. “It's meant as a place where ponies can sit and talk and collect their thoughts.” Twilight said with the meek voice expected of an old lady. “Once you get past the second set of stairs, well … THAT'S where things get impressive.”

“Will, um, Twilight Sparkle be joining us on the tour?” Teddy's father asked.

“Yes.” Twilight answered. “I'll be more than happy to answer any questions you might have on the tour.”

“Well, er, won't a lady in your, um, condition have … trouble getting around?”

“It'll be fine.” Twilight assured him, turning her walker to the side. “Just because I'm old doesn't mean I can't get around. Now come on, you whippersnappers. Let's get this tour started.” Twilight and her cloaked aides guided the tour up the stairs to the left.

“Wow.” Ace muttered, trudging along the tour group as if he was spellbound.

“What?” Teddy asked.

“She's beautiful, isn't she?” Ace asked.

“Sweet Heart?” Teddy questioned. “Because let me tell ya, pal, you better not be gunning for my girl.”

“No. Her.” Ace gestured his head at Sweetie Belle.

“Oh.” Teddy said. “Yeah, I guess she's pretty. What about her?”

“She's beautiful.” Ace repeated.

“I heard you the first time, dude.” Teddy rolled his eyes as the tour went further and further up the stairs. They came across a branching path, as the stairs split two ways midway up. One side lead to more stairs, the other to a bronze vault door.

“Er, Miss Twilight?” Ace's father raised his head. Twilight stopped her walker on the steps and turned to him.

“Yes?”

“Is this our first destination?” Ace's father pointed to the door.

“No, that's the first of our many employees only areas.” Twilight answered. “Our Facility is quite complex, mister, so please don't expect the tour to take a linear path. Come. Our first destination is further up the stairs.” Going further upstairs took them to one of the bridges they had seen in the foyer. Now they could down and see the solitary work desk and the front entrance from above.

“As can you see, we've reached the first bridge.” Twilight Sparkle said. “This is important, as there are plenty of bridges, so if you get lost and can remember the number of the bridge, it makes it much easier to get back to the front entrance.”

“Ah.” Teddy's father noticed a steel plate on the bridge which had the Roman numeral for 1 engraved on it. He was admiring this system until The Facility's entire structure shook beneath their hooves. A roar echoed through the room, akin to a sleeping dragon awakening, his voice hoarse from inhaling the fumes of his own sulfuric fire breath. “What was that!?”

“That? Oh, that was just the foundations settling. It's nothing to worry about, I assure you.” Twilight said to them. A few of the tour group had some trouble swallowing this explanation, but none of them felt confident to question it.

“I want out of here!” One of the other children screamed, turning to run away.

“Sit down!” Miss Hackney scolded him. The child's fear of the building subsided to his fear of his teacher and he sat.

Teddy's father chuckled. “You sure know how to handle kids, Miss Hackney.”

Hackney chuckled. “Well, I should hope so! I studied all of Cheerilee's books, you know. She was a great teacher in her time, and if I haven't learned something from her writing, well then … I'd wonder what good books were!”

Sweetie Belle sighed. “Ah, I remember Miss Cheerilee. She was nice.”

Hackney and Teddy's father exchanged looks. Hackeny adjusted her glasses. “I'm sorry, Miss Belle? … Cheerliee was at least one-hundred years ago, and you don't look a day over twenty.”

"Well, I ... I mean, er ..." Sweetie Belle was saved from attempting to explain this discrepancy by Teddy attempting an ill-timed prank.

“Hey, Ace!” Teddy whispered. “If you like Sweetie Belle so much, why don't you go up to her?” Teddy pushed Ace on the back, causing him to roll down the bridge and smash into Sweetie Belle. Sweetie Belle fell over to the ground, her leg producing a clang against the bridge. There was a ripping sound, similar to scissors ripping clothes, and a snap of bone which made everyone wince.

“HEY!” Scootaloo roared, flaring out her wings. “Hooves to yourself! Get back in there.” Scootaloo cowed Ace back into the tour group. “Which one of you twerps pushed him, huh?” Scootaloo scanned the crowd, searching for guilty faces. Nopony had seen Teddy do it, and Teddy had a practiced poker face.

“Are y'all alright?” Apple Bloom asked, helping Sweetie Belle up to her hooves.

“I'm fine.” Sweetie Belle said. As Apple Bloom pulled her up, she stumbled back and forth. Her's and Apple Bloom's faces went wide with panic, grimacing. “Ah, my leg snapped!” As though trying to cover up a secret, Sweetie Belle covered her mouth.

“Come on. This way.” Scootaloo said, guiding Sweetie Belle past the tour group and down the stairs.

Sweet Heart looked after her with concern. “Mama? What's going to happen to her?”

“Well, Sweet Heart, if her leg snapped, she's going to be … put down. It's not right for a pony to walk with only three legs, so … it's best if she gets put of her misery.”

“Oh.” Sweet Heart groaned. “That's terrible.”

“It's for the best.” Her mother told her.

“Oh, I'm sure Sweetie Belle will be fine.” Twilight assured him. “We have great health insurance. Come, let's continue the tour, shall we?”

“Are you sure you can go on with only one aide?” Teddy's father asked.

Apple Bloom took offense to his statement. “Sir, Ah assure you, Ah am more than able to lead the tour and help Twilight by my lonesome … as long as nopony pushes each other again.” She sneered. “Come on now, y'all.”

Apple Bloom and Twilight turned and continued down while Twilight droned on about how the fascinating machinery on the other side of the door.

“Well, I guess I won't, right, Ace?” Teddy teased, in good spirits considering he had almost caused the death of a mare. “Ace? Ace!” Teddy whispered under his breath. Ace was running down the stairs, pursuing Sweetie Belle and Scootaloo. “What are you doing?” He ran down the stairs after him.

“Teddy!” Sweet Heart exclaimed under her breath. She ran after him as well, somehow defying the odds by slipping away from the tour group unseen.

“Ace!” Teddy shouted, chasing his friend. “Ace, what are you doing?”

“I'm going to rescue Sweetie Belle from being put down!” Ace shouted. “And then she'll fall in love with me and we'll get married!” Ace got hearts pulsing in his eyes.

“Ace, you're crazy!” Teddy shouted.

“Think of the age difference!” Sweet Heart shouted. Teddy looked over his shoulder, surprised about Sweet Heart being present. He stopped. Sweet Heart was unable to decelerate in time and smashed into Teddy, and they tumbled down the stairs as a snowball of ponies. The snowball collected Ace into and kept rolling into they smashed into something metal as a tangled mess of pony limbs.

“Ugh.” Sweet Heart groaned, the first to rise from the pile. She rubbed her forehead. Her eyes went wide. “Oh. Oh no.”

“What?” Teddy asked, pulling out from under Sweet Heart. Ace was the last to get up.

Teddy saw what was causing Sweet Heart so much distress. They were back at the bronze vault door, and the door was open.

“Hmm!” Teddy smirked, getting an idea. “What do you think is in there, hmm?”

“No..” Sweet Heart insisted. “We are not going in there. Twilight Sparkle said it was off-limit to non-employees!”

Ace stroked his chin. “You don't think Sweetie Belle and Scootaloo went in there, do you?”

“It's a possibility.” Sweet Heart said. “It's also a possibility we could get into huge amounts of trouble for even being near it, so let's go – ACE!” Ace was already climbing over the vault's rings and entering inside.

“Whoo-hoo! It's party time!” Teddy cheered, following him.

“Oh, to heck with it.” Sweet Heart complained, realizing trying to talk her friends out of their crazed lust for adventure was no use. She might as well keep an eye on them - somepony had to be the smart one of the group. “Wait for me!” She hopped into the door after them. What they found on the other was … unexpected.

It was a wide and vast room, far, far larger than what the outside of the building suggested it could contain. It was like a scene taken straight from a travelogue, with dirty, sand-colored bumps of dirt, a clear waterfall in the far right of the room, and a floodgate pouring polluted water down a drainage system. It was best described as being as though someone had taken a desert paradise and a sewer and mixed them together.

“Wow. This is … interesting.” Sweet Heart observed. The three of them trotted around, admiring the room. Strange as it was, it held a sort of beauty to it. She stopped, noticing a flowerbed of mushrooms.

“Ugh.” Sweet Heart bent down to observe the fungi. They were covered in glowing green and blue liquids. “What is this stuff?”

“How should I know?” Teddy asked. “You're the smart one.”

Sweet Heart nodded. “Yes am I, So, remind me why are we in here again?”

“Oh, it had something to do with Ace's crush on Sweetie Belle.” Teddy teased. “It makes him do crazy things, you know?”

“Hmm. You wouldn't know anything about having a crush, Teddy?” Sweet Heart teased, fluttering her eyelashes at him.

Teddy blushed. “I, uh, well ...” Teddy attempted to deflect by walking forward, only for his hoof to strike vicious and squishy.

“Uh, Teddy?” Sweet Heart asked with no shortage of worry. “What did you just step in?”

“Um ...” Teddy looked down to see his hooves in a thick red liquid. He lifted his hoof to examine. “I think it's blood?”

There was a brief pause.

“BLOOD!?”

“AAAAAAAAAAH!”

Compounding their fright and scaring them out of their wits, there was another roar like the one they heard from the bridge, which was so not just the “foundations settling.” Teddy and Ace were brought around to Sweet Heart's way of thinking, and Sweet Heart's thinking was to make a mad dash for the door.

With a creak, the vault door slammed shut just seconds before they reached it.

“What?” Sweet Heart exclaimed. She jumped on the door, pounding it and bucking it with her hooves. “No. No, no, no. This cannot be happening.” She sunk to the floor and put her hooves around her head. “This cannot be happening. What's going to happen to my grades? I'll get grounded!”

“Really?” Teddy asked. “We're trapped in a strange room and that's what you're worried about right now?”

“This is all your fault!” Sweet Heart snapped at him, ignoring his question. “If you hadn't pushed Ace when you did just to be a jerk, none of this would have happened! Why are you always such a jerk, Teddy?”

“I ...” Teddy muttered. “I thought it was funny.”

“Well, it wasn't!”

While Sweet Heart chewed out, Ace squinted at the other side of the room. “Hey … I think I see a door.”

“Oh, great! A DOOR!” Sweet Heart exclaimed. “All of our troubles are solved now!”

“Hey, there might be someone who can help behind it!” Ace suggested.

“Or it could have, like, I don't know, a dragon or an angler fish or something!”

Teddy raised his brow. “An angler fish?”

“Well, it's either an angler fish or we stay in here waiting for somepony to rescue us.” Ace said.

Sweet Heart attempted to protest, but she didn't have any good counterarguments. So they trudged over to the door. Ace knocked on it. There was no response.

“Knock again.” Sweet Heart instructed. “Harder.”

Ace nodded. He banged on the door, thrusting his roof. Still nothing.

“I'm just gonna go in.” Ace said. He grabbed the doorknob and threw the door open.

“No! What if there's an angler fish?” Sweet Heart complained.

“Oh, good news!” Ace said. “There's Sweetie Belle in there!” Ace went inside.

“Hmph. I bet they're getting her ready for the slaughter as we speak.” Teddy mocked, attempting to put distasteful images in Ace's head.

"Teddy!" Sweet Heart scolded, grabbing and dragging him around the door.

“Hey, Ace! How's Sweetie Belle?” Teddy teased. At least before he noticed how accurate his earlier mocking was, as Sweetie Belle looked primed for slaughtering. His jaw dropped in horror and he was on the verge of vomiting.

Within the room were multiple electric cords and plugs, with an EKG machine set up and an tool tray placed next to a slab. On the slab itself was Sweetie Belle, her cloak dropped to the floor. Her entire body was covered in stitches and black braces holding her patch-up corpse together. A glass window was stuck in her chest, allowing view of her beating heart, pulsing as if it was being forced to do its job past its expiration date. Her leg was severed at the knee, hanging by a stitch.

Teddy, Ace, and Sweet Heart burst into hyperventilation, not thinking to try to flee. And when Sweetie Belle let out a groan and pushed herself up, they were transfixed by fear.

Sweetie Belle's eyes were slow to open and glassy. Her head made groggy rocking motions. “Twilight? I'm ready for my surgery.” She blinked, her glassiness faded and her eyes becoming clearer. “Wha – you're not Twilight.” She blinked again. Her eyes widened and she jumped down from the slab, approaching towards them with her disconnected leg trailing behind her. “You three aren't supposed to be here!”

The three foals let out a scream and made it a point to hightail it out of the room. Behind them, Sweetie Belle slammed her hoof on a button, producing the lights and sounds of a klaxon.

The minute the foals made it out the door, they ran from one problem and into another. A monstrous blue pegasus was waiting for them. She had metal plating over her back, exposing her distended spine. A metal patch was over her right eye, electrified generators pumping in and out of her back like pistons. One of her hooves was even replaced by one of generators.

She raised her generator-hoof at them, menacing them with the unspoken threat of being electrocuted.

“Kids, do your parents know where you are?"

Author's Note

Author's Notes for “An Innocuous Invite”

Well, there you go. The first chapter of Amnesia: The Pony Machine proper, without of any that journal nonsense.
This chapter feels ... flawed, in my opinion.

-The pacing is off. Pacing is difficult to get right in any story, but in a horror story, it's crucial. I feel as though it moves too fast when it should have moved slow and moved slow when it should have been fast.
-A bit too much "Jump Scares," such as when Teddy steps into the blood.
-Not enough prose.
-Too much of the plot being forwarded by dialogue instead of action.

I wasn't quite sure what to make Rainbow Dash into at the last scene, but I ultimately went with making her the Tesla enemy from A Machine For Pigs. Other considerations were the Brute and various mixtures of attributes from the Brute, the Suitor, and the Wretch.

The Facility: The Descent Begins

The monstrous pony glared at them. The room was filled with the sound of the generator-pistons in her back going pa-push pa-push pa-push. Through her one, single eye, she glared at them, oblivious to their overwhelming fear of her.

“Maybe you didn't understand me, kids. I said, do your parents know where you are?”

“Uh-uh ...” Sweet Heart stammered. “N-no.”

The pony frowned at them. “Well, we're just going to have to do something about that, aren't we?”

The pony leveled their malformed hoof, aiming it at them with the clear intent to strike. Sweet Heart, as always, was the brains of the group. She formulated a plan for their best course of action.

“RUN!”

Sweet Heart, Teddy and Ace all broke into a gallop, running as fast as they could from the monster. The monster took a swipe at Sweet Heart with its weapon, but missed as Sweet Heart ducked underneath it and fled.

“Hold still - this will be good for you!” The pony shouted, galloping after them.

Despite being taught by cartoons not to look behind her when she was being chased by a monster and instead focus on running, Sweet Heart glanced over her shoulder at their pursuer. She noticed the monster's gait was steady and uneven. Observing her build, Sweet Heart came to the conclusion she was athletic and healthy, aside from the patchwork of machines sewn into her flesh. So why she was moving so slow and not chasing after them with the speed of a cheetah?

Sweet Heart could see why. With the weapon in her front right hoof, the monster pony had to move slow to compensate for the uneven distribution of weight on one side.

“Mushrooms mushrooms mushrooms!” Ace warned the group of more of the liquid-covered fungus ahead, and they had to scramble to slingshot themselves around and away from the mushrooms. This path sent them heading straight towards the pony.

“Metal pony-thing!” Ace added. He and the group veered to the right, escaping another strike from the pony's weapon by the narrowest of margins. Their pursuer let out a frustrated growl, disliking the struggle of her prey.

“Hold still.” The pony growled. She attempted to run after them, but her weapon had become lodged in the soft soil of the room.

Sweet Heart continued to observe and take notes about her patterns and behaviors. With the metal in her hoof affecting her speed, Sweet Heart felt confident they could continue to outrun her. It was a war of attrition, the only question being who would give out first; them or her.

Of course, that conclusion did not factor in the primary trait of a pegasus. The ability of flight granted to them by their wings. Their pursuer saw the distance her prey and herself, and realizing she was not going to catch them by chasing them on foot, spread her wings. They were worn and tattered, with bones and metal patches in them. They shouldn't have been able to function. Yet, they did. The pony took to the air and landed right in front of them, growling and snarling. They had to skid to a halt to avoid crashing into her.

“Seriously, hold still. This will make easier on all of us.” She took another swing at Sweet Heart, who ducked it again.

Between the legs of their assailant, Sweet Heart saw the river in the room. She gasped, having an idea. The pistons in the monster's back were generating electricity for her to use in zapping and shocking unwanted intruders. Sweet Heart had studied enough in school to know water conducted electricity.

“Follow my lead!” Sweet Heart shouted! In a bold show of daring, she ducked under the monster's legs and ran under her.

“Go UNDER the crazy monster trying to kill us? Are you crazy!?” Ace shouted.

“Grrr.” The “crazy monster” looked back and forth between Sweet Heart and Ace and Teddy, trying to determine who was an easier target. She decided it was Sweet Heart, as she galloped after the girl towards the river.

Perfect. Sweet Heart thought. The plan's working so far.

Sweet Heart stopped galloping just by the riverside, frightening Ace and Teddy. Didn't she realize a deranged monster was chasing after her?

The monster took the bait, raising her weapon and skulking towards Sweet Heart at a leisure's pace. She was sure Sweet Heart wasn't going anywhere. “Now I've got you.” She let out a battle cry as she charged and readied herself to swing at Sweet Heart.

Sweet Heart dropped to the ground and rolled to the side. The monster saw what she had done and tried to will her body to stop, but she accumulated too much momentum and kept going, propelling herself straight into the water.

“Oh dear.” She said, knowing what was about to happen. She landed in the water with a splash. The generators in her back did not appreciate getting wet and went haywire, pumping faster than a heartbeat and sending out electric shocks into the water. The river lit up with the chemical reaction, flashing a bright blue color which illuminated the room, if for only a brief moment. The shocks traveled out into the water, electricity jumping from one hydrogen molecule to the next, electrocuting anything unfortunate enough to be inside the water at the time. Which included the monstrous pony whose body was full of metal, and metal was an excellent conductor.

She screamed and twitched as the electricity fed into her, shocking her. Sweet Heart, Ace, and Teddy gathered together, unnerved by having to watch this pony writhe in pain. Although she may have been trying to kill them a moment ago, it was still a painful sight to endure, watching her struggle and listening to her scream. After a while, the generators gave out, no longer pumping or producing electricity. The river ceased flashing and her body rolled over onto its back, her hooves in the air as though she was a dead fish rising up to surface level.

“Uugh.” Teddy groaned.

“How unfortunate.” Sweet Heart said, her bleeding heart full of sympathy.

“I know it's not pretty, but it was either her or us.” Ace reminded them. “Come on, let's get out of here before – AAH!” Ace shouted in panic as he saw Sweetie Belle limping towards them. Her detached leg trailing along the ground behind her should have been amusing, but it was nothing short of horrifying.

“When I catch up to you three ...” Sweetie Belle threatened them, walking with a gait to adjust for her bad leg. “Oooh, the things I am going to do to you!”

“Ha!” Ace laughed, backing away into the water. “You'll never catch up to us. Not with your leg like that.”

“Children?” A soft, elder voice called, followed by a creak.

Ace, Teddy and Sweet Heart whipped around to see the vault door was opening. Through it were Apple Bloom and Twilight. Apple Bloom was frowning while Twilight was wearing a smile of concern, though Sweet Heart could somehow sense an insincerity from it.

“Mistress Twilight.” Sweetie Belle said, stopping and bowing her head. “These children – they came into the operating room and tricked Rainbow Dash into the river. With your permission, of course, I would like to punish them.”

“Oh, you'll do nothing of the sort, Sweetie Belle. Rainbow Dash will be fine. Celestia knows it's not the first she's crashed and burned.” Twilight Sparkle said, using her walker to pull herself into the room. “These kids got away from their parents on the tour and they're right worried sick.”

“As well they should be!” Ace shouted. “We've seen what kind of weird, sick things you've been keeping down here! When we when tell our parents about this, they'll go the police and have you shut down for good!”

Twilight chuckled. “Now, I don't doubt you little foals would do that for a second. But you need to come see your parents first before that happens. The parents who you ran away from and disobeyed the orders of, I might add.” Twilight smirked at them. A smirk full of malice and the intent to cause pain. Despite how hateful and unnatural the smirk was, Sweet Heart felt as if it was the first time she had seen the real Twilight Sparkle since meeting her.

“Come.” Twilight nodded her head at the door. “Apple Bloom will take you back to the tour group. Go on back to the operating room, Sweetie Belle. I'll be right along.”

Swallowing the lumps in their throats, the children walked to the door under Twilight's watchful and foreboding gaze. Apple Bloom held her hoof out, counting their heads as they jumped out from the vault door.

Ace wiped his brow, more than relieved to be out of the forsaken room behind the door. His relief was called into question as he saw the tour group before them with their parents at the forefront.

“Young man,” Teddy's father said, “do you have any idea how worried sick we were about?”

“Mom, dad!” Teddy exclaimed, running up to them and hugging them. “It was awful in there!”

His father whinnied. “Do you really think now is the time for hugs, son? Your mother and I have been worried sick about you. Running off from the tour group the way you did, jeopardizing the tour AND your own personal safety -”

“No, dad -”

“And to think you got poor little Sweet Heart and Ace tied up in it as well!” Miss Hackney added. “I can't fathom how big a lie Teddy told you to drag you into this, Sweet Heart.”

“But I -” Sweet Heart sputtered.

“No buts, young lady!”

Sweet Heart scowled, her face curling with discontent. Unwilling to accept the blame of her elders, she ran up to her father and dragged him by the hoof.

“Hey! What are you doing?” Her father protested, jerking his hoof away in vain.

“Come on. I'm going to show you something.” Sweet Heart growled. She was going to pull them though the vault door and show them Twilight's horrific work. It wasn't in her nature to be as pushy as she was, but she was determined her parents were going to see Rainbow Dash and realize the truth of what was happening behind those doors. Perhaps Teddy was rubbing off on her.

Her determination and anger faded at the sound of a loud clicking. Sweet Heart gasped as she saw Twilight and Apple Bloom close the vault door and latch it shut. “No!”

Sweet Heart's father jerked his hoof away from his daughter, experiencing more success than on previous attempts. He rubbed his sore hoof, glaring his daughter down. “What has gotten into you, Sweet Heart? First you run off, now this?”

“But Dad! Twilight's been doing things - awful things in there!”

Sweet Heart's father closed his eyes, letting out a sigh. “I'm disappointed in you, Sweet Heart. Not only do you run off with Teddy, but you believe this cockamamie story Teddy cooked up to get you out of trouble?”

“What? No! Dad -”

“Hey -” Teddy shouted, unwilling to let the slight against him stand. He had made up a few stories in the past, but this wasn't one of them.

“You're in no position to be objecting, mister.” Miss Hackney cut Teddy down. “We should all be grateful your misbehavior didn't get all of us thrown out and banned! The chance to explore Twilight Sparkle's wondrous Facility is a rare treat, and you've gone and squandered it! I hope you're proud of yourselves.”

Realizing none of the adults were going to listen, the three children hung their heads and sighed. “Yes, Miss Hackney.” They spoke in unison.

“I do hope they weren't too much of a problem for you, Miss Sparkle?” Sweet Heart's father asked the matron of the building.

“Oh, no. No trouble at all.” Twilight answered in a gentle voice.

“Is there anything we can do to make it up to you?”

“No, no … well, there is one tiny thing.”

The children gulped. Having seen the results of Twilight's gruesome work on Sweetie Belle and Rainbow Dash, they became afraid of the possible of being made into Twilight's next test subject through means of some clever manipulation of their parents.

Apple Bloom produced a paper.

“Simply have your children sign this paper saying they won't discuss what they've seen inside these walls with anypony.” Twilight gestured to the paper, putting an emphasis on the last word.

“Done.” Sweet Heart's father took the paper and presented it and the quill Apple Bloom produced to his daughter. “Go on. Sign it.”

Sweet Heart took the quill. She was willing to sign the written agreement, on the tiny, unspoken condition of ignoring it in its entirety the moment they were safe from the Facility. As she wrote her name down, she felt a tiny prick on the side of her hoof. When she finished writing, she noticed the ink was a vivid red color and her hoof had a cut on it where no wound existed a moment ago.

It took naught but a few moments for her to realize she had just sighed a contract in her own blood. Teddy and Ace did the same, Sweet Heart too disheartened to warn them against it. Their parents would just shout them down again. Teddy wince and Ace rubbed his hoof as Twilight took the sighed paper away.

“Good, good. Now that's settled, I'm afraid I'm going to have ask everypony to leave. You see, the antics of these three have taken up too much time for the tour. If we tried to finish it now, it would be well past everpony's bedtime.” Twilight bowed her head. “As such, I bid you adieu. Perhaps we can have better luck the next time I'm doing a promotion, hmm?”

“Perhaps. Come on.” Teddy's mother said as she scooted her rascal of a son towards the exit. As the children were escorted to the building grounds, Sweet Heart looked over her shoulder. She saw Twilight and Apple Bloom, waving them off with warm gestures of the hoof. But their smiles conveyed malice and a sort of unsettling, unspoken threat of harm if they tried to tell anypony what they had seen.

And having written her name in blood, Sweet Heart was sure they would have a way to know if she tried to tell anypony.

Some time later at Teddy's residence, Teddy walked with a delicate step towards his still-irate father, who was resting on a recliner while holding a newspaper in front of his face.

With no small amount of passive-aggression, his father bundled up the newspaper and rested it on the table. “Have you thought about the stunt you pulled today, son?”

“Yes, I have and I ...” Teddy caught himself in the midst of apologizing and shook his head. What was he doing? He didn't come here to apologize. “No, dad, I haven't, and you know why? Because there's something evil and unnatural going on inside that building! There were these mushrooms covered in blood, and this pony who was like a cyborg or something.”

Teddy's father held his hoof out for him to stop. “Son, do you not remember the part where you sighed a waiver wherein you would not tell anpyony anything about what you saw in the building?”

“Yeah, but -”

“I don't think you understand what that means. A pony like Twilight in charge of a business like her's has a lot to lose if her copyrights and parents get leaked around. So it would be best if you didn't leak them. On top of that, I don't believe a word you're saying. I mean, cyborgs? Bleeding mushrooms? You'll forgive me if I'm a bit skeptical.”

“No, I won't.” Teddy muttered to himself. “And you're just still mad because I misbehaved! If you were so blinded by anger, you'd realize I'm being serious right now!”

“Uh-huh.” His father nodded.

Teddy shook his hoof, attempting to reign in his anger. “Can I at least go outside and play with my friends?”

“After what you did today, what do you think the answer is going to be?” His father asked him, picking up his newspaper once more.

Teddy looked to the door and back to his father. I didn't hear an explicit “no” in there, he thought to himself. He was just going to gloss over the implicit no. Making sure his father was engrossed with his morning news, he sneaked out the door and made a full-steam gallop towards Sweet Heart's house. He didn't have to travel far, as Sweet Heart and Ace were heading in the opposite direction towards his own abode, and they met at the corner of the street.

“Hey guys.” Teddy said. “Did your parents not believe you either?”

“Oh, you don't know the half of it! Not only did they not believe me, they said I shouldn't make up stories just to make myself look better!” Ace complained. “Me! Make up stories? Can you imagine?”

“I don't have to imagine. I live it every time you score on a baseball game ...” Teddy muttered before Sweet Heart shut him with a bump to the knee.

“Shush.” Sweet Heart told him. “What are we going to do? Our parents won't listen to us. I know Miss Hackney won't listen to us. And any other friends we might have will probably avoid us out of fear of getting into trouble if we try to get them involved!”

“We need to put our heads together and think.” Ace said. “Think, think, think.” He repeated, bashing himself in the head with his hoof. “Where do ponies go when their parents won't believe them and their friends won't help? Who do they turn to?”

A brainstorm sparked in all of three of their heads.

“The police!”

“So let me make sure I understand you correctly … you're trying to tell me that Twilight Sparkle's Facility houses – amongst other things – zombies, cyborgs, and fungus which produce blood?”

The three children nodded at the officer sitting across the desk. “Uh-huh, uh-huh.”

“Well, I'm sorry, kids. I don't believe you.” The officer told them, picking up a piece of paperwork as though it were more important than them.

“But Officer Flathoof -!” Sweet Heart complained. “Don't you have a moral and ethical obligation to give every claim some level of investigation, should an actual crime have been committed?”

“I'm sorry, kid. But Twilight's got a good record.” Flathoof said. “She's helped the townsfolk, cut down the crime rate, introduced inventions which have made several ponies' lives easier. She even helped me get promoted once, you know? And you … well, no offense, but you're kids. One of whom I know is quite the troublemaker.” He glared at Teddy, who gave a sheepish grin. “When I put your record up against Twilight Sparkle's, well … you lose, simple as that. Are you sure you didn't imagine up some of these things?”

“Imagine – uugh!” Sweet Heart groaned. She turned towards the door. “Come on, guys. Let's go. This chump isn't going to help us.”

Ace and Teddy looked to each other. Sweet Heart, whose sweetness was such a dominating aspect of her personality the word “sweet” was in her name, calling somepony a chump? Of course, unlike them, Sweet Heart had a perfect track record for good behavior until today. So for her parents to disbelieve her, followed by the police not believing them, the stress might be having some effect on her.

“So what do we do now?” Teddy asked, galloping after Sweet Heart as she descended the stairs leading up to the police station.

“I … I don't know.” Sweet Heart confessed, dropping to her haunches and covering her face. “I've never … I've never had my parents not believe me before. Not like this.” She hiccuped, crying a bit.

“We do the only thing we can do.” Ace said. “It's up to us.”

Sweet Heart and Teddy glared at him as though he were an alien from outer space.

“Ace, you don't mean ...”

“Yes, I do mean. Think about it, Teddy. Our parents didn't believe us. The police are clearly in Twilight's pocket.” He cast a scathing glare at the police station entrance. “We're the only ones who know what's really happening inside that place. So we, as ponies, have an ethical and moral duty to stop it.” Ace put his hoof over his head, saluting an imaginary flag.

Sweet Heart and Teddy didn't want to admit it, but he was right. It was all up to them to do it. It was up to them to stop Twilight's sins against nature. It was up to them, even though they were just a trio of kids. Even though they had no experience, no training, no combat skills or special powers, and no idea what they were doing.

But still. If not even the police would help them, it was clear their was no other choice. They would have to begin a descent into the darkness of Twilight's Facility, probe its secrets, and learn how to drive into the stake into the black vampires' hearts.

“So, what's our next move?” Teddy asked.

“We need a way in.” Ace said. He rubbed his chin. “A way to sneak inside without being noticed. We can't just go up to the front door, or those goons of her's will throw us out.”

“You know, we did see sewage inside that room we were in.” Sweet Heart said.

Ace and Teddy glared at her. “Sweet Heart, you … you're not suggesting we climb in through the sewers, are you?”

“Hey, I don't like it anymore than you do. You think I want to get all muddy and filthy running around inside those tunnels? But it's our best bet.”

Ace hung his head. “As unpleasant as the idea may be, Teddy, she's right. To the sewers we go! I hope everypony brought noseplugs ...”

After ambling about the town square for awhile, they found a porthole covering they could use to gain access inside The Facility … or so they hoped. They had to duck behind a market stall at least once on their way to avoid being found out and caught by their parents. So this had better be worth it.

Ace and Teddy set about removing the cover from the ground for them to climb in. The scraping sounds the lid made as they dragged it along the concrete were foreboding and told them of their certain doom if they were foolish enough to continue on this path.

They hesitated, rethinking this course of action, but a simple nod from one another was enough to convince them to continue. Ace was the first one to climb down, followed by Teddy, with Sweet Heart bringing up the rear.

“Oof.” Ace groaned. “It's dark in here.”

“Why didn't any of us think to bring a flashlight?” Sweet Heart bemoaned.

“Well, no use going back for one now.” Ace said. “Come on. This way. We'll make our through by sound. Remember to go slow so you don't accidentally step into sewage water.”

“Oh yes. Thanks for the helpful reminder, Captain Obvious.” Teddy said.

They wandered through the dark tunnels. They had to put up with the dim lighting and the noxious smell of sewage waste and runoff during the course of their little misadventure. As they continued to make no apparent progress despite how long they had been trekking, doubts began to settle in their minds. Perhaps they should go back while they still could and leave well enough alone. Perhaps they should have told their parents what they were doing, so at least somepony would be around to worry if they didn't return.

“Maybe we should turn back.” Sweet Heart muttered, the smell getting to her.

“Yeah, maybe ...” Ace concurred, nodding his head. Even though Sweet Heart couldn't see it in the dark. “What do you think, Teddy?”

“I think ...I smell flowers.”

“Flowers?” Ace asked, incredulous Teddy's nose was even still functional after having been exposed to the sewer muck for as long as they had been. “How can you possibly smell -”

“No, he's right. I smell them too.” Sweet Heart said. She sniffed the air. “This way.” She took point, holding Ace's hoof as she guided towards the flowers, whose pleasant smell stood out like a sore thumb amidst the stench of polluted sewer water.

“Hey, guys, I see light!” Teddy said. His voice came from a distance in the darkness, worrying Ace and Sweet Heart.

“Teddy?” Sweet Heart asked. “Teddy, where are you? Stay close to the group!”

“It's no problem, guys!” Teddy assured them. “I've found an exit and I'm going in!”

“Teddy, please!” Sweet Heart begged. “Wait up!” She and Ace ran a frantic pace in their attempts to catch up with him. They were just a hair too little, too late, as they saw Teddy's rump hanging out from an unusual window. Light was coming off the window pane, illuminating Teddy's backside as he kicked and flailed before making it inside.

“Oh, dear ...” Sweet Heart muttered.

Teddy flew out the window on the other side and crashed into the floor. He was relieved to have a soft landing. Looking down, he saw it was because he had landed onto some sort of garden patch, full of grass and flowers. Pushing himself up, he observed the layout of the room. It appeared to be a large, indoor garden, with flowerbeds scattered everywhere and plants of various shapes and sizes populating the room. Some skylights were installed in the ceiling to allow light for the plants.

“Huh.” Teddy muttered to himself, stepping down from the garden he landed he. He wandered about for awhile until he noticed, some distance away, the shadow of a pony nestled amongst the flora.

He bit his lip, unsure if this was a good thing or not. He stepped backwards, trying to escape notice. As he did, he observed the tiling of the floor. He thought he recognized it from somewhere. With horror dawning on him, he realized he did.

It was the same tiling as in Twilight's Facility. Which was both good and bad. Good because they had found their destination, bad because it meant the plants could be any kind of nasty things.

Teddy continued sneaking, attempting to hide behind a large bush. He thought he might have been safe and he could lay low long enough for the shadow to leave the room … until Ace and Sweet Heart decided to take this particular moment to come tumbling through the window, landing near him.

Teddy winced, seeing the shadow perk up its head.

Sweet Heart and Ace didn't seem to notice. Sweet Heart engaged Teddy in a hug, which Teddy would have loved in any other circumstance.

“We were so worried about you!” Sweet Heart said before bopping him on the nose. “Don't you go running off like that again!”

Teddy nodded. “Yeah, okay, sure. Fine. But Sweet Heart, we oughta -”

“Excuse me?”

Everypony looked up to see a pretty young pegasus mare approaching them. She had long pink hair and wore a kimono dress. There was a small patch of grass in her mouth, which she chewed and swallowed before speaking.

“Oh dear.” She said in a voice as soft as melted butter. “Are you three foals lost?”

“Lost?” Teddy said, doing his best poker face. “What do you mean, lost?”

“Did you get separated from your parents during a tour?” The pony speculated. “Oh, maybe you were playing around and fell in from the sewers.” She gasped. “Oh, you didn't fall out of a flying machine, did you?”

“N-no ma'am!” Ace assured her. “We did not fall out of any machines or fliers, hehheh. Our names are Ace, Teddy, and Sweet Heart. What's yours?”

“You can call me Fluttershy.” She explained with a smile. “Now then, why don't I help you foals get back to your parents?”

The three of them gave a nervous laugh, attempting to stall for time as they tried to come up with a good excuse to convince Fluttershy to ditch the idea. “Why not? Well, um, you see ...”

Fluttershy gasped again. “Oh no! You're not orphans, are you?”

Ace sighed. This mare's penchant for jumping to the worst-case scenario was beginning to wear on him. “No ma'am, we are not orphans.”

Fluttershy placed a hoof on her chest. “Oh, good! If you were, well … I might just decide I'd have to adopt you. I love to play with little foals.”

Teddy chuckled. “Ya-ya do?”

Fluttershy nodded. “Oh yes. I love to hear the pitter-patter of their little hooves. Oh, and they just get so excited about the tiniest of things! It's adorable, really. It's just like playing with a pet.”

“Oh, really? How nice.” Sweet Heart said.

“Oh, um, not that I'm saying you three are pets!” Fluttershy assured them. “Maybe that wasn't the best choice of words.” Fluttershy gestured to the door. “Now come on. Let's get you three home. Does that sound good?”

“Um, all right.” Ace said. “I guess it's not the worst fate in the world – oh my Celestia, WHAT IS THAT?” Ace pointed his hoof at a disturbing sight in the ceiling. A pony was hanging from the ceiling tiles, tied by leather straps and bound with a gag stuffed into his mouth, spinning like some grotesque ceiling fan.

“Oh, phoo.” Fluttershy complained, looking up at the suspended body. “I thought I put him away already. You three really weren't supposed to see that.”

Teddy, Ace, and Sweet Heart became quite frightened. “O-oh no? W-why not?”

Fluttershy sighed. “Well, goodness, I'd hate to do this. Especially to a trio of foals as lovely and cute as yourselves, but … I'm afraid now that you've seen my, um, acquisitions … I can't let you leave here alive. I'm so sorry. Mistress's orders. If it were up to me, I'd just give you an amnesia potion and let you walk out of here. I'm terribly sorry.”

Teddy, Ace, and Sweet Heart gulped as Fluttershy began approaching them, a pair of fangs spouting from her lower lip.

Author's Note

The title of the chapter is taken from a soundtrack on the Amnesia: A Machine For Pigs OST.

I fear I may have done bad form by ending the fifth chapter in the same scenario as I ended the fourth, with the trio of kids about to be attacked by a monster.

The Facility: Faces of Madness

“Now, ma'am ...” Ace said as he and his friends backed away, trying to put some distance between them and Fluttershy's dripping fangs. “You seemed pretty reasonable a moment ago. Maybe we can talk this out?”

Fluttershy stopped in her tracks. She appeared entranced by the idea. “That would be nice … I don't like having to use my fangs on sweet, innocent foals like yourselves ...” Her fangs disappeared, retracting into her upper lip.

“Uh, Ace?” Teddy asked. “What are you doing? She's one of Twilight's minions! Her toady! She's not going to reason with us!”

“I don't know.” Sweet Heart said. “She seems nicer than the electric one or Sweetie Belle … maybe we can reason with her. Maybe … maybe we could even make her our ally!”

“Oh, get with the times, Sweet Heart. No pony says “ally” anymore.”

“No pony says “toady” either, Teddy.”

“Both of you, shut it!” Ace said. “Fluttershy and I were trying to talk. Now, Miss Fluttershy, what would it take for you to let me and my friends go?”

“Oh.” Fluttershy put a hoof to her chin. “Well, I suppose you would have let me use the amnesia potions on you three and sent you back to your parents.”

Ace chuckled. “Uh, no ma'am. I mean, what would it take for you to let us go through the facility and try to stop whatever horrors are going on here?”

Fluttershy pursed her lips. Ace could sense he said something which had made her uneasy. “Now, a lot of those “horrors” you're talking about involve some of my best friends, so I can't let you mess with them. But! I could let you stay here, sort of, um, adopt you, I suppose and ...” Fluttershy's mind and voice went spacy and far-off. “Play with you … like … toys. Wonderful toys ...”

“Now wait just a minute.” Teddy stomped his hoof. “Just a few minutes ago, you said you weren't calling us toys!”

Fluttershy appeared to be drifting off into her little world, drooling like some kind of doofus at the thought of making the children her “toys,” for whatever no-doubt unholy thing she was using the word as an euphemism for. Teddy's stomping seemed to bring her back to reality. “What? Oh yes, I did say that, didn't I? Oh, I'm sorry. I don't know what got into me. Sometimes I just think about what Twilight and I do and I just get caught up in all the fun we have.”

Ace seemed to be making progress with Fluttershy. The hanging colt on the ceiling, not dead just yet, began to flail. His fruitless sounds of struggle sent a panic into Teddy, who went into a flight-or-fight response. His choice being to fight.

“You know, seeing what happened to Sweetie Belle and Rainbow Dash, I don't think we want any of that kind of fun.” Teddy said. “You know what? Forget this. Let's get out of here.”

Teddy reached behind him. Despite not knowing what kind of dangers could be present from handling the foreign plants without protection, he grabbed one of the flowers by its pot, lifted it up over his head, and hurled it into Fluttershy's face. The force of Teddy's arch was enough to break the flowerpot against her head, the ceramic shards falling to the floor mixed in with plant stalks and leaves.

“Ow!” Fluttershy stumbled on her hooves, rubbing her head. “That wasn't very nice … why are kids these days so mean?”

Sweet Heart gritted her teeth, guilt tearing at her for Teddy's rash actions. Ace tugged her at the shoulders.

“Come on, we need to go!”

The three of them burst into a sprint, running past Fluttershy and escaping through the rows and rows of potted plants and gardening soil. They were so many of them with their neat organization, it was almost as though they were navigating a dangerous maze.

The blow to her head hampered Fluttershy's ability to register and process events around. But when she recovered and realized the children had gone, she turned after them and held out her hoof. “W-wait!” Fluttershy called after them. “Please don't go! I'm sure we can still work something out!” Dropping down her fangs, Fluttershy began her pursuit of the foals.

“Teddy, are you sure what you did was right?” Sweet Heart said. “I mean, Ace and Fluttershy seem to be reasoning with each other rather well!”

Teddy snorted to dismiss her. “Yeah, maybe. But I don't trust her. She's one of them, Sweet Heart.”

“So? You don't just throw a flowerpot into somepony's head just because you don't trust them!” Sweet Heart replied.

“Oh yeah? Fine.” Teddy said. “Why don't we stop and turn around have a nice chat with her over tea and biscuits?”

The children, even though they should have known better than to stop during a chase, brought themselves to a halt when they heard a disturbing gurgle behind them. They looked around the room to find the source of it and were baffled when they saw it was Fluttershy.

Fluttershy had come to a stop, her cheeks swollen and gurgling with some kind of fluid.

“Uh … are you all right, Miss Fluttershy?” Sweet Heart asked out of her big heart. Fluttershy's answer to spit out a huge glob of … something, which landed in front of their hooves on the floor. It was some kind of brown, sticky mucus and it stuck to the floor.

“You really want to trust somepony whose mouth does that?” Teddy asked Sweet Heart.

“No, not really.”

And so they resumed their flight. They continued down the corridors of the garden maze, turning left and right and left again in a feeble attempt to lose their pursuant. Teddy, like before, got sick of it and decided to correct the situation – his way.

“Hold on.” Teddy swerved away from the group.

“Teddy, what are you doing!?”

Teddy ignored Sweet Heart's surprise and broke into a gallop. He went straight for the flowers and flora decorating the room, ramming his forehead into a potted cactus at full speed. As he was hoping it would happen, the potted cactus full over, knocking into an adjacent plant, which itself fell over. The second plant fell into the next plant in the row, and the third plant fell into the fourth, and this continued through the entire row like a line of dominoes. The plants, through what could only be explained as sheer, unrelenting luck, fell towards Fluttershy and collapsed on top of her, burying her underneath a pile of broken plants and snapped branches and twigs.

“I … don't believe it.” Sweet Heart said. “You did it, Teddy! You actually did it!”

“Oh, gee, you really think so? That means a lot coming from you, Sweet Heart ...” Teddy blushed, bashfully circling his hoof on the floor. He shook his head and cleared his throat. “I mean, of course I did! I'm not lame, like, Ace over here.”

“Now is no time to be picking on me to compensate for your own insecurities!” Ace said.

“Compensate what?” Teddy asked. “I have no idea what you mean by -”

“Quiet.” Ace held a hoof out. “I hear something ...”

“I hear it too.” Sweet Heart perked her ear up.

“Me three.” Teddy said. “It almost sounds like somepony … throwing up? Gross.”

“Oh my goodness. I hope they're okay.” Sweet Heart said. “Vomiting could be a symptom of many things! An eating disorder, food poisoning, or – or -”

Or a determined mare whose biology had been altered by a demented mad pony-witch to expel gushing currents of a green fluid which dissolved matter. A fountain of sickly-green fluid rose burst out of Fluttershy's prison of pots and plants, accompanied all the while by the sound of somepony vomiting. The liquid disintegrated all it touched. It was clear to the children it was some kind of acid. Fluttershy herself soon followed the fountain, emerging from her entrapment. The green acid was leaking, nay, pouring from her mouth. It was dripping down onto her hooves, causing them to sizzle. Fluttershy seemed little bothered by the acid on her hooves. Knowing what kind of alterations had been made to Rainbow Dash, they knew Fluttershy's non-reaction to the flaming acid was something worse than just sheer adrenaline.

Her eyes were focused on the three fillies with a terrible fury.

“You know ...” Fluttershy started, moving her head as she spoke, which caused the acid to go spray everywhere. “When Teddy threw the pot at me, I was willing to give you three the benefit of the doubt. He panicked and acted rashly, that was all. But now … after you drop nearly a third of my garden on me, I realize you're all just TERRIBLE NAUGHTY FILLIES!” Fluttershy's roar was so thunderous as to rock the building around them.

“Come on, run!” Ace encouraged, turning in the other direction and galloping as fast as his legs would carry him. Sweet Heart and Teddy weren't far behind. Fluttershy leaped down from the mountain of plants and ran after them, hocking loogies made of her noxious burning bilge. The foals rotated around positions like cars in a race to avoid getting caught the bile. One spitball of clipped the end of Teddy's tail, burning off its hairs.

“She got my tail!”

“She'll get a lot more than that if you stop! Keep running!” Ace reminded him.

“I see a door up ahead!” Sweet Heart said. Just a few meters from them was a large, steel door. It was covered in deep-red rust, which made it look bloodstained.

“It's our best chance! Quick, everypony, through that door!” Ace ordered them. Sweet Heart got there first and held the door open for them. She squealed at Fluttershy's approach and ducked when Fluttershy spat another spitball at her. It flew over her and hit the wall, giving her time to run around the door and slam it shut.

“There's no way this will keep her out.” Teddy realized.

“Maybe it will. Look.” Ace pointed to a slab of metal in the corner of the room. On the door were metal holdings meant to hold the slab up and bar the door. They did what any reasonable ponies would do and worked together to lift up and put it in place, barring the door shut. They flinched when they heard Fluttershy bang on it from the other side, trying to make it open.

“You know it's just a matter of time before my acid burns through this, don't you?” Fluttershy shouted from the other side.

“She's right.” Sweet Heart said. “We have to keep moving.”

The others nodded and they turned. They weren't quite expecting what they saw next.
The room they were in was a prison room full of crammed jail cells. Each one had at least a half-dozen roughed-up ponies.

“Um ...”

Sweet Heart's innocent stutter caused all of the ponies in the cage to notice her. They began rioting, banging on their cell doors amidst screams demanding they be let out.

“Let us out of here!”

“Get me away from this place!”

“I don't wanna die here ...”

“Calm down, the bunch of ya!” Teddy shouted, trying to be brave. His words had little effect.

“PIPE DOWN!” Sweet Heart bellowed like a mother, which was enough to quell the crowds into silence.

“Well of course!” One of them with the voice of somepony with a chronic smoking problem said. “Anything for a pretty lady like yourself, heh heh.”

“I'm pretty sure I'm, like, twenty years younger than you. Maybe more.” Sweet Heart said, unnerved by him. She examined him and his cellmates further, noting the rough shape of their bodies. Some of them had eyepatches and scars.

“Are you … all criminals?” Sweet Heart asked, reaching the only conclusion she could.

“Yeah, we're criminals!” One of the ponies shouted. “You see that yellow dame in the other room? She and her buddies go through the street regularly, looking for thugs like us to pick off! Like fruit at the market!”

“They figure since we're crooks, nopony will miss us when we're gone.” Another said. “And they ain't half-wrong about that, either.”

“Please, can you get us out of here?” One of them asked. “I swear I'll give my rogue lifestyle if I can just get out of here alive ...”

“I don't know ...” Teddy said. “You're all criminals? All of you? Then how do we know we can trust you?”

“Ya don't, but would ya really leave us hang us out to dry here? I don't think so. You look like good kids.”

“I guess ...” Sweet Heart was going to think it over, but the sound of the acid hissing as it chewed through the door made her lose her train of thought.

“Let me ask you something ...” Sweet Heart said, her eyes still on the door. “If we let you out of here, will you keep Fluttershy from chasing us?”

“Yeah, yeah, sure, anything! Just get us out!”

“Okay.” Sweet Heart nodded. She looked to the door and watched as the acid bore a hole through large enough for Fluttershy to step through safely.

“Now I've got you!” Fluttershy growled at them.

“Uh, Sweet Heart? Shouldn't we be running?” Teddy asked.

“Not yet.” Sweet Heart answered. Fluttershy's mouth bubbled and gurgled as she worked up more acid to spew. She spit out another glob at the foals. Sweet Heart tackled her friends to the ground, allowing the acid to fly over … and hit the cell door's lock straight on, disintegrating it.

“Oh … dear.” Fluttershy mumbled, realizing what was about to happen.

One of the crooks gave the door a light tap, testing it. It swung open and he led them out of their cell. “C'mon, boys! Let's go give this dame her what-for!” He was met with unanimous cheers by his fellow criminals. They spread out of the cell and split into two groups. One charged at Fluttershy, flanking her before tackling and dogpiling on top of her. The other group began banging on other cell doors to free their fellows.

“Oh dear.” Fluttershy repeated as more of the criminals were let out and she was buried under their flying, tackling bodies. “RAINBOW DASH! APPLEJACK! HELP!”

“Does anypony have some rope or something to tie her mouth with?” One of the crooks asked. “That way, she can't use her acid or knock-out potion or whatever else is in her teeth!”

Meanwhile, the foals were making their escape into the next door they saw- one at the end of the hallway. It led them to a staircase which they half-way up when Sweet Heart stopped.

“Is everything okay, Sweet Heart?” Teddy asked.

“Oh, I'm fine.” Sweet Heart told him, looking away. “It's just … was it really right for us to let those criminals out of their cells to beat Fluttershy? I know it was my idea, since you boys are useless at coming up with plans, but still.”

“Hey! I resent that implication!” Teddy insisted.

“She would have drowned us in acid if we didn't, Sweet Heart.” Ace said. “I'll be honest, when we decided we were going to take on this awful facility all by ourselves, we should have known we might have to some … unpleasant things in here to survive.”

“Yeah, but ...” Sweet Heart was interrupted by the presence of a door at the top of the stairs. She was startled when it quickly slid open of its own accord, and two mares stood in the way – a white unicorn who resembled Sweetie Belle, and an orange Earth pony wearing a nice hat. Both of them were wearing the same black cloaks Scootaloo and Sweetie Belle had wore.

The orange raised an eyebrow at them. “Now what are you fillies doing all the way up here, away from your folks?”

“Wasn't Fluttershy screaming?” The Sweetie Belle look-alike said. “Why don't you go down and investigate that while I deal with these poor darlings?”

“Right. Pardon me, y'all.”

“Eh-heh, sure.” Sweet Heart said she moved out of the way to let the mare walk down the stairs.

“Mm, now that's that's done, why don't you three accompany to my quarters for some tea?” The unicorn asked them. She turned around and went into the room, meaning to lead them.

After Fluttershy turned out to be an acid-spewing freak of nature, all of the foals knew better than to trust any mare in this wretched building. They knew something was up, but they decided to follow the unicorn anyway. Unlike other times, mostly during chases, when they did something they knew they shouldn't, this decision wasn't a mistake born of panic. It was a calculated move to increase their chance of survival. After all, she wasn't trying to kill them … yet.

The only questions were when she would, how, and what they were going to do to escape it.

“This way, please.” The unicorn told them, noticing how they were hesitating.

“Of course.” Sweet Heart stepped through the door after them. They were led into a large room, much like the foyer of The Facility they had seen during their tour. They were two stories, one of which had a bridge which they walked on. They were so many doors, it was hard to tell how Twilight and servants managed to keep track of which ones led where.

“Please refrain from sticking your limbs through the railing.” She told them. “Wouldn't want you falling out and going splat, now would we?”

Ace pretended to laugh. “Yeah, we wouldn't want that, would you?”

The unicorn stopped and turned around. “I'm sorry?”

“Er … what?” Ace said, feigning ignorance. “I didn't say anything.”

“Hmm.” the unicorn was skeptical, but she continued on.

“Say, has anypony ever told you you look like Sweetie Belle?” Teddy asked.

The unicorn humphed. “It would be more accurate to say that Sweetie Belle looks like me.”

“Say,” Sweet Heart said, “I just realized you haven't told us your name.”

“I'll tell you when we sit down.” She told them.

“Mmm.” Sweet Heart nodded to accept this. Following the unicorn without much to do, her eyes wandering around the room. She looked to an adjacent hallway and her eyes bugged out of her head. “What is that?”

The thing she noticed had also noticed her and charged out of the hallway. It rose up its hoof and struck Sweet Heart, knocking her door. It was some form of demented, twisted pig, with its skin made of patched-together flesh, with mismatching green, yellow and brown all over it. The patches of skin were connected by stitching, and fat rolls were so heavy on its face as to make it appear as if had no eyes. It let out a distressed, squealing shriek and raised its hoof to strike Sweet Heart again.

“Stop!” The unicorn shouted. The pig did as it was told and turn towards her. “That's quite enough. These lovely children are guests, who I'm taking in for tea. I will thank you not to attack them and to resume your route through the building.”

The pig raised up its snout and snorted at her.

The unicorn's demeanor changed. “I'm sorry.” She marched up to the pig. “What did you say, young man?” She slapped it across the cheek.

The pig grumbled and lowered its head, oinking like it was apologizing.

“Quite right.” The unicorn said. “Now do as you're told!” The pig turned around and went back into the hallway. The unicorn turned them and smiled. “So sorry about that little mishap. Those pigs are darling things, really, but they need to be told what they're supposed to do every now and then.”

“Yeah, sure, no problem.” Sweet Heart fibbed, even though her heart was pounding. Teddy and Ace nodded their heads to agree with, despite having their blood pressure through the roof.

“Oh, what unfortunate timing, too.” The unicorn rued, looking to a door. “If he had been just a minute later, we could have been in my room already.” The unicorn's horn glowed, using her magic to pull the door open. “Come.” She gestured to the open door before walking inside herself.

The children gulped before going inside. The room was dressed in soothing blues and pinks and decorated in a feminine fashion. There were a few mirrors, a wardrobe, and beauty products in the room, giving the sense of vanity. The unicorn sat down at a blue round table which looked perfect for tea parties and gestured for them to join her.

“Now that we're here ...” The unicorn said as she poured a teapot into cups. “My name is Rarity, and I'll be your host this evening.”

“Evening?” Ace said. “I thought we were still in the afternoon.”

“Is it?” Rarity said. “Oh, it's dark and musky around all the time, I have no idea what time of day it is.” Rarity took a sip of her tea. She raised her brow at the children. “Go on, darlings. Drink your tea.”

Sweet Heart leaned over the table, looking into the cup. It didn't appear to have any dead giveaways, like tea leaves making a skull or weird glows, but she still was sure it wasn't anything she wanted in her body. It was poisoned, she would bet. “No.”

Rarity glared at them. “Drink your tea.”

Sweet Heart crossed her legs, remaining defiant. “No.”

“Don't you children know … how incredibly rude it is to turn down a host's gracious offerings of beverages?” Rarity's eye twitched.

“We're not drinking this tea until you tell us what's in it.” Ace said. “Because we know you did something to it.”

Rarity sighed. “Fine. It has a bit of amnesia potion in it. You'll drink it, it'll knock you out and wipe your memories of this place, and then we'll dump you on the streets.” Rarity growled at them. “And if you're lucky, maybe your parents will find you before somepony else does. Now drink your tea!”

“Why would we do that after what you just told us?” Teddy asked.

“Because ...” Rarity snarled. “I am the one in control of the situation here, and you don't want to test me. Or would you prefer I call one of those pigs back up and have them rip you limb from limb?”

The children shrunk into their chairs.

“There we go. Good boys. Now drink it.”

Sweet Heart gulped. She held the teacup up, her hoof shaking with uncertainty. If she drank it, she wouldn't remember what was going down in The Facility and wouldn't be able to reveal to the world. If she didn't, Rarity would have them killed by those pig-things. She observed the tea, noticing the steam rising up from the cup.

This gave her an idea.

“Hey ...” Sweet Heart whispered. “Do you see this?” She gestured to the steam.

“Yeah, it's hot. So what?” Teddy said.

“So ...” Sweet Heart gestured to Rarity.

“Oh.” Teddy and Ace caught onto her meaning.

“One three … one, two … THREE!” Acting together, the three of them tossed their cups up, splashing Rarity's face with the hot tea.

“Oh!” Rarity groaned, shaking her head to flick the liquid off. “You filthy little brats -!”

The three of them didn't waste any time to let Rarity get her bearings back. Putting their teacups back on the table, they turned around and bucked them the cups into Rarity's face. The cups shattered into her muzzle, getting shards embedded all over her skin.

“Ugh!” Rarity groaned. Using her magic, she opened a drawer and pulled out a handheld mirror. She held it to her face. “After I pick all of these shards out of my face, you three are going to get it! Ow.” She muttered as she plucked on piece from her skin, allowing to freely bleed. “Oh, I don't wear the shards look well … or the blood.”

While Rarity was distracted with her appearance, the children ran out of the room. They didn't stop to catch their breath, looking for for which to go. Remembering about the monstrous pig in the direction they came from, they ran down the other way. They didn't get far before a hoof burst out of a door and grabbed Teddy by the tail.

“Woah!”

“Teddy!” Sweet Heart and Ace went to help their friend as he was helplessly pulled into the room. They followed inside and were met with a brutal sight. The room was covered in shelves, and each shelf had a knife block on them for storing the sharp silverware. Teddy himself was being held hostage by a bright pink, poofy mare holding a knife.

“Oh, whee!” She said. “This will be so much fun!” Just before she ran the knife through Teddy's hoof.

“Aaa!” Teddy

“Teddy!” Sweet Heart said.

“You crazy …”Teddy muttered, holding his hoof to stop the bleeding.

“That's what they tell me!” She said, in the cheeriest voice imaginable. “Now it's your turn!” She handed the knife to Teddy.

“Um, what?” Teddy said.

“It's your turn!” The pink pony repeated. “We're playing a game, see? It's been of my favorites. I call it “Knifey-Wifey Stabby-Wabby,” where we each take turns stabbing each other! And it's your turn!”

“Oh, okay.” Teddy said, pretending he understood the crazed logic behind such a game. He raised the knife over his head and aimed for her chest.

“Ah-ah! Wait!” The pink one said. “There are certain rules. No stabbing anywhere vital. So eyes, face, mouth, heart, stomach, liver, and kidneys are all out! Just legs, flanks, and tail only.”

Teddy, angry at the mare for stabbing him, didn't think about what he was doing. He just did what came to him and ran the knife through her leg.

“Yes!” She cheered and clap before yanking the knife out of her leg. The bleeding didn't seem to bother her. She noticed Sweet Heart and Ace in the doorway. “Oh, I didn't see your friends there! Come on in, take your turns!” She gestured the knife at them.

“Eh, sure.” Sweet Heart stuttered, too afraid to say no. The pink pony gestured for Teddy move and bounced towards Sweet Heart, giving her the knife. The pony sat down on her haunches in front of Sweet Heart, smiling while she waited for Sweet Heart to stab her.

“What do I do?” Sweet Heart whispered. “I know she hurt Teddy, but I don't want to stab anypony ...”

“Stall! Make something up!” Ace responded. “Don't worry, Teddy and I will think of something!” Ace began hunting around the room for something to help with their situation.

“I'm waaaiting ...” The pink one told Sweet Heart with a dangerous note in her voice.

“Um ...” Sweet Heart stumbled, trying to buy time. “Actually, could you turn around? I think I want to stab your flank ...”

The crazy mare giggled. “Sure!” She got up and turned around, presenting her Cutie Mark for stabbing action.

“Um, no, wait. I think I want to do it in the front.” Sweet Heart pretended to change her mind.

“Okay.” The mare turned around again without any complaints.

“Er, no, wait. The flank, yeah.” Sweet Heart said.

“Make up your mind, will ya?” The mare said as she turned around again.

Ace and Teddy know the crazy mare wasn't going to buy Sweet Heart's act forever. They needed to do something, and fast. Ace pointed at one of the shelves full of knives.

“How's that going to help? We already know she doesn't react to stabbing.” Teddy whispered.

“We're not going to stab her, moron. Come on. Get on the other side.” Ace told him. They went to the sides of the bookshelf and grabbed it with their hooves. Taking in deep breaths, they heaved and ho'ed as rocked the shelf back and forth.

“Could you turn around again?” Sweet Heart asked.

By now, the mare was catching on. “You know what? I'm starting to think you don't even WANT to stab me! We can't play the game like that!”

“O-oh, n-n-no?” Sweet Heart stuttered, breaking into a sweat. “Well, maybe it's – it's a stupid game and it needs improvement!”

The crazy mare gasped. “You take that back!” Sweet Heart didn't have to, as Ace and Teddy succeeded in pushing the shelf over, sending the knives flying out and dropping the shelf and all of its heavy knife blocks onto the mare, pinning her. “OOF!”

“Move, move, move!” Ace shouted. He and the others hightailed it out of there while the crazy mare struggled to lift the shelf off her. They closed the door behind them. Sweet Heart wiped the sweat off her brow.

“Goodness, what were we thinking when we decided to come here?” Sweet Heart said. She curled up on the floor and stroked her tail. “I want to go home ...”

“Hey. Hey.” Ace poked her in the shoulder. “You can't have a breakdown now. We've already come so far. Besides, it's not safe for us to stay in one spot. Who knows how far along Rarity is and how long that shelf will hold that other pony down.”

Sweet Heart sighed. “You're right.” She got to her hooves and heard a sound of something being dragged across the floor. “Do you hear that?”

“Yeah, but … what it is?” Ace asked.

“Down there.” Teddy pointed at the bottom floor. The three of them laid on the floor and watched for threats. The orange pony from earlier and Fluttershy were moving across the floor. The orange one had a bloodied axe hitched to her side.

“Thank you so much for helping, Applejack.” Fluttershy said. “I would have been able to get them myself, but they managed to tie my mouth up before I could spit something at them … I hope I wasn't a burden ...”

“Aw, shucks, Fluttershy. Don't talk like that. All of us have an off-day now and then.” The orange mare, Applejack responded. “Mind, I don't think Twilight's going to appreciate feeding all of these guys to The Machine at once. You know how much she hates it when we have to go off-schedule.”

“Hopefully we can make it up to her.” Fluttershy said. As the two of them moved along the floor, the children saw what was making the scraping sound. It was the criminals from the cells, all of them dead. Their corpses were tied at the neck to make easier to move them all at once. Sweet Heart saw the one who said he'd give up his criminal life if he could just get out alive.

“Oh no ...” Sweet Heart murmured to herself. “That poor colt ...” All three of them began to cry. They may have seen some horrific things in The Facility so far, but none of them quite compared to seeing the motionless corpses of victims who been slaughtered like lambs.

“Are these the ones?” A cold, emotionless voice said behind them, causing all of them to snap up. Twilight Sparkle and Rarity were on the bridge with them. Rarity had cleaned her face off and Twilight looked much different. She didn't appear to be an old mare and she wasn't using her walker. In fact, she looked quite youthful, but her expression was cold and blank, like some kind of machine.

“Yes, these are the ones.” Rarity said.

Twilight narrowed her eyes at them. “Well, well … I remember you three. You were in the tour today. Don't you ever learn your lesson? We told you to stay out.”

“Well, maybe we haven't learned our lesson.” Teddy said. “But we have learned you're all kinds of horrible monster, and we're gonna stop you!”

Twilight seemed amused. “Oh, really? And how do you intend to do that?”

“We'll figure it out! … Right after we run away from the both of you.” He, Ace, and Sweet Heart dashed in the opposite direction.

Rarity moved to chase after them, but Twilight held her leg in front of. “No. Let them go. They won't get far.” Twilight reached into her clothes and pulled a large gem. A round, spherical orb with a jade color and smooth surface. Twilight gripped in her magic, which triggered something from it.

A horrible, hellish roar echoed through the building. It was demonic. It was draconian. It was paradoxical, sounding high and low, quiet and loud all the same time. Whatever it was, it sent Ace, Teddy, and Sweet Heart into a panic unlike any they had felt before. Their minds became unable to focus on any other concept beyond just “run.”

Throughout the building, some kind of fleshy substance materialized out of thin air. It covered the floor, the walls, the ceiling. It was red and stringy, stretching like spider webbing. Ace, Teddy, and Sweet Heart didn't even want to think about what it was made of, but even if they, they couldn't in their frenzy of fear.

“Are you sure that'll be enough to corral those three?” Rarity asked Twilight. “They've escaped Rainbow Dash, Fluttershy, myself ...”

“It'll be enough.” Twilight answered. “Trust me. It'll be enough. They'll find somewhere to hide and then … well, it'll just be a game of hide-and-seek.”

The children kept running, They were lucky they were moving so fast, as more than once, they were almost the victim of a pig-thing's swiping reach. After they had been running for what felt like months, the hellish sound Twilight produced quit ringing in their ears and they began to calm down and quit running.

“Owww ...” Teddy groaned, holding his ear. “What was that?”

“I don't know.” Ace said. “But whatever it was, it wasn't … natural.”

“Um, guys?” Sweet Heart pointed. “May not want to stop just yet. Twilight's probably looking everywhere for us?”

“Oh, hmm. What to do?” Ace looked around the hallway. He saw a trashcan and an air vent in the wall. “This doesn't like the best place for a trashcan.” He observed, regarding the trashcan.

“Don't look a gift horse in the mouth!” Teddy said. “We can use the trashcan to climb up and escape into the air vent! We can stand on each others shoulders and climb in.”

Sweet Heart examined the vent. “Are you sure it's big enough? Besides, I'm pretty it's screwed shut.”

Teddy mocked her. “'Besides, I'm pretty sure it's screwed shut' – I'M PRETTY SURE if we don't do something, those pigs will eat us!”

“But how are we going to unscrew …?” Sweet Heart gestured with her hoof, allowing her to notice she still had the knife from the one pony's crazy game. “Oh, the knife! We can use the knife to unscrew it!”

“Are we sure that will work?” Ace asked.

Teddy glared at him. “Do you have a better idea?”

“Eh, not really. Let's do it.”

Ace pushed the can so it would align with the vent. Being the most fit physical of them, he got on the can first, with Teddy up next before Sweet Heart took the top. Sweet Heart wedge the tip of the knife into the divots of the screws. She wiggled and jiggled as she try to get the incorrect combination of tools to work. With some fiddling, she was able to twist the first screw out.

“Yes!” Sweet Heart cheered, catching the screw in her other hoof.

“Don't celebrate yet!” Ace shouted. “The pigs will be coming any second. Keep unscrewing!”

“I'm on it.” Sweet Heart resumed her work, going after the next screw. It took a few minutes, but she managed to remove them all. Removing the grate and setting it down inside the shaft, she climbed in. She reached out and pulled Teddy up by his hooves. Ace clung to Teddy's hind legs so he would be pulled up with them.

“I hear them coming!” Teddy shouted.

“Everypony, lie down!” Sweet Heart instructed.

They spread themselves as thin as they could on the ground. Sweet Heart picked the grate and held it against the end of the vent in the hopes it would hide the fact it'd been tampered with. She peered through the gaps in the vent to see Rainbow Dash and a half-dozen pigs marching through the sector.

Rainbow Dash clambered around on her uneven hooves. She froze and began sniffing the air. Sweet Heart bit her lip, hoping Rainbow Dash wouldn't be able to smell them out.

“They've been this way.” Rainbow Dash concluded. “Come on!” She directed the pigs to follow her as they went further down the hall. Sweet Heart breathed a sigh of relief, but Twilight Sparkle and Rarity followed behind them, stopping in the hallway. Sweet Heart whimpered, fearing they would discover her.

“Twilight, darling, are you sure this is ideal?” Rarity asked. “I'm not so sure this is the best way to catch them.”

“Perhaps not, but it's one way.” Twilight said. “With The Shadow as my friend, it will be easy to induce soul-rending terror in those foals. They'll run around like chickens with their heads cut off, and you know what a chicken with its head cut off lacks?”

“What does it lack, Twilight?”

“Vision. Without its head, it contains no eyes to see. Sooner or later, it will bump into something. Just as those foals will bump into something ...” Twilight pounded her hooves together. “Besides … they'll not be able to fight The Shadow. Not unless they can find Mandus. You've read his journal, Rarity. You know how willing Oswald would be to fight.” Twilight smiled a haughty smile.

“I do believe you're right, darling. Let's keep looking. I believe Rainbow Dash has this hall covered.” Rarity and Twilight both left the hall from the other direction.

Sweet Heart wiped her brow for sweat. “Whew! For a second there, I thought we were done for.”

“Yeah. Let's just … sit here and pray to Celestia someone comes to rescue us. We can feed off the rats scurrying around.” Ace said. “I don't want to do this anymore.”

Sweet Heart comforted him, patting him on the shoulder. “None of us do, Ace. But if we don't, who will?”

“Sweet Heart's right.” Teddy said. “We started this job. We have to finish it.”

Sweet Heart looked around. “But I think we can take a rest for a moment. We should be safe here.”

Teddy raised his hoof to support the idea. But raising his hoof showed the cut he had sustained from the knife.

“Oh, Teddy … your blood's slowing down.” Sweet Heart said. “Don't you feel faint?”

“Nah.” Teddy said. “I feel fine.”

“Teddy, losing blood can be a big deal!” Sweet Heart said. “We need to get you some medical help.”

“I'm fine.” Teddy said.

“Teddy, you're not pretending to be tough to impress me, are you?” Sweet Heart asked. Teddy bit his lip and looked away.

“Come on.” Sweet Heart got to her hooves, but she had to crouch down to move. “Let's see if we can find an exit and some medical help.”

Teddy and Ace nodded, getting up with her. They trotted through the shafts, their footsteps echoing inside the tiny, constrained space. Each step made them fearful of discovery by a sharp-eared pig or Twilight's more observant minions. The tight space began to eat away at their oxygen levels, limiting how well they could breath. It also became cramped. The close proximity of their bodies shifted their body heat out, making the three of them uncomfortably warm.

“I see a light up ahead!” Ace shouted. “Light means good things, right?”

“Normally.” Sweet Heart said. “Let's hope that's the case here ...” She reached through the shaft and began using her to knife to unscrew it. After removing them all, she pushed the grate and climbed out first. She lost her grip and fell.

“Sweet Heart!” Teddy shouted. A thump followed.

“I'm okay!” Sweet Heart shouted. “The fall wasn't enough to hurt me … ow, ow … hurt me MAJORLY, anyway. Come on down!”

Teddy and Ace looked to each other, both wondering if maybe Sweet Heart had lost her mind. Deciding she (probably) hadn't, they jumped out and landed on top of her.

“Not on me!” Sweet Heart complained as she rolled the two of them off her. They stood up and brushed themselves off before taking an examination of the room.

“Where are we?” Sweet Heart asked. The room was small and decorated with a sense of inconsistency. There was a desk with vials in it, papers, and a ceramic pig. On the wall were various posters, including a “My, Myself and I” and “Hang In There!” kitten poster. There was also a black and gold tribal mask in the shape of a pig.

“H-hello?” A soft, stuttering voice greeted them.

The kids all screamed and jumped backwards. Twilight Sparkle was rising up from behind the desk. She looked different again. Last time they saw her, she appeared calm and in-control with not a hair out of place. Now, she looked rattled, unable to keep from shivering, and with her mane splaying everywhere.

The children screamed and ran around the room like the headless chickens Twilight compared them to earlier.

“N-no, wait, please calm down!” Twilight insisted. “I'm not going to hurt you!”

This caused the children to stop and stare at her. “You're not?”

“No! Not - not me, anyway.” Twilight said. Her horn lit up and she pulled out a kettle and cups. “Can- can I offer you some tea?”

The children exchanged glances with each other.

“I don't know.” Sweet Heart said. “We've had some bad experience with tea recently ...”

“Oh my.” Twilight said. “You did, didn't you? I don't think this batch has any poison or anything in it … I'll check.” Twilight poured a cup and sniffed it. “It doesn't smell off … ooh, maybe I should boil another batch.”

“Uh, wait.” Sweet Heart said. “Why are you are not trying to kill us like you were before?”

“Oh, well. Like-like I said, that wasn't me. It wasn't me-me. Um, I should explain. I-I have something called Dis-Dissociative Personality Disorder. It, um, means I have multiple personalities inside my head and they can change at random or in responses to certain stressful triggers. My, um, most, um, dominant personality is the one that wants you dead. But don't worry, you're safe with me!” She flashed them a smile as she tried to assure them. “Um, I think. As long as I don't change into her at any point. In fact, I think I'd like to ask you foals a favor.”

The three of them looked to each other. They were sure Twilight was just buying time while waiting for somepony to burst in and chop them with an ax, but they were interested in hearing her talk. “Favor?”

“Y-yes. See, I want all the bad, bad stuff that's happening in this facility to stop as much as you three do.” Twilight said. “There's something in the garbage … something that's been kept away from me because, if I had it, I could end it all. I want you to go into the dumpster behind the building and retrieve it for me.”

“How will we know what it looks like?” Sweet Heart said.

“I'll give you picture.” Twilight said. “It, um, actually, it got … dissembled. So really, I need you to find the parts for it and bring them to me so I can put it back together. Then, the Facility will shut down and my – I mean, other me's reign of terror will be over.”

Teddy crossed his hooves. “How do we know we can trust you?”

Twilight cocked her head at him. She examined him as if she was going spacy. “You have a bad cut on your hoof.”

Teddy rubbed the wound. “Yeah, no thanks to your friends.”

“I'm sorry. Pinkie Pie hasn't been herself lately ...” Twilight said. “But here. Please, let me … as a show of good faith ...”

“What are you talking about?” Teddy asked, frustrated with this Twilight's inability to string together a sentence. She lifted Teddy up with her unicorn magic and brought him to her. She pulled out supplies from her desk and applied some anti-bacterial salve to Teddy's wound before wrapping in gauze and setting him back down.

“There.” Twilight said. “That should help. It won't replace the blood you lost, but I'm sure a few good meals will fix that.”

“I don't believe it.” Sweet Heart said, Taking Teddy's hoof and observing it. “She fixed it, Teddy! She fixed it!”

“I hope that's enough to convince you.” Twilight muttered. “So, will you help me?”

Sweet Heart nodded, convinced by Twilight's healing of Teddy. “We will.”

“You will? Oh, thank you so much!” Twilight pulled a paper and a red marker and drew on the former with the latter. “Here, take this. It's a map of the ventilation system. Follow the path I've outlined in red, and it should take you straight to the dumpsters. Good luck.”

“Uh, Sweet Heart?” Teddy said. “Do we maybe want to talk about this? I mean, this mare did just admit to being crazy.”

Footsteps echoed from outside the door. “Twilight? Are y'all okay in there?”

“There's no time for you to discuss now!” Twilight said. She lifted them all up with magic. “Quickly, through the vent! Hurry, hurry!” She levitated each of them into the vent to get them out of sight before her friend came through the door.

“Twilight?” Applejack asked as she opened the door.

“Yes, Applejack?”

Applejack took her hat off her head and placed it in front of her chest. “I just wanted to make sure you were all right.”

“Why wouldn't I be, darling?” Twilight asked, holding a mirror in front of her face. She bounced her hair. “Oh, my mane is such a dreadful mess.”

“Well, it's just ...” Applejack spoke quietly, as though she was afraid of her own words. “Have y'all taken your meds today?”

Twilight didn't appreciate Applejack's question. She placed the mirror face-down on the desk. “Now, Applejack, you know how those dreadful medications make me feel … they make the voices in my head go away, and it's all so quiet and dull and I don't like it!”

“Yeah, okay ...” Applejack nodded sadly. She put her hoof on the door. “Ah'll … come back to check on ya later, okay?” Applejack left through the door while Twilight went back to admiring herself.

“All right, now that we're safe for the moment ...” Teddy said. “Sweet Heart, are you sure want to trust Twilight? The same Twilight who's tried, through her minions, to have our memories wiped or just plain killed?”

“I believe her when she said she was suffering from a multiple personality disorder.” Sweet Heart said. “I don't think the same Twilight you're talking about would have fixed and nursed your hoof like she did.”

“Unless she wanted something.” Teddy said.

“That “something” being the end of The Facility?” Sweet Heart replied. “I don't think that Twilight … that Main Twilight would want to end her own Facility, while … “Other” Twilight clearly wants it to shut it down.” Sweet Heart fiddled with the map “Other” Twilight had given them. “Let' see, according to this map Twilight gave us, we want to take … this way.” Sweet Heart turned to lead the group through the tunnels of the vent. Once again, the sounds of their hooves on the metal led them to fear discovery, but they managed to reach Twilight's intended goal for them without any encounters. They came across a grate with a smell emitting from it.

“Oh, ugh.” Teddy waved his hoof in front of his nose. “What is that smell?”

“Twilight did say she wanted us to go through the garbage ...” Ace mumbled. Sweet Heart worked on the grate using the screwdriver Twilight had given them. With an actual screwdriver instead of a re-purposed knife, the grate came off much sooner and more smoothly. Sweet Heart grunted as she bucked the grate and stuck her head out.

“Oh dear." Sweet Heart said. “This isn't going to be pleasant.”

“Why?”

“Just … hold your nose.” Sweet Heart said. Sweet Heart pinched her nose and hurled herself out of the vent. Ace and Teddy though she might have gone crazy, but followed her lead. They landed safely, though uncomfortably, on the trash bags of an open dumpster.

“Oh, ugh!” Ace stretched his hooves, disgusted with the filth on them.

“That's what I said!” Teddy crossed his arms, indignant are being parroted.

Ace shook his head. “Yeah, it smells. But we need to get that … that thing Twilight wanted. What was it?”

“Uh ...” Sweet Heart fiddled with the map. “She said she'd give us a drawing and that it was in pieces. Did she give us a drawing? I don't remember her giving us the drawing.”

“Augh!” Teddy exclaimed. “I knew we shouldn't have trusted her!”

“Wait.” Sweet Heart flipped the map over. “There is it! The drawings are on the back. That's clever.” There were more illustrations than drawings, with a high amount of detail for numerous bronze pieces.

And they had to find all of them. Every last, tiny, piece in this smelly old garbage.

Teddy sighed. “Let's start.”

Taking in deep breaths, Teddy and Sweet Heart went dumpster-diving while Ace climbed out and went into the adjacent dumpster. They kept at it for as long as they could, and it was awhile before Sweet Heart emerged with even just one of the bronze pieces. She burst out of the dumpster and tossed the piece to the ground outside of the dumpsters in the hopes that would be a safe place for it. Sweet Heart looked over the illustration to see which piece it was and made note of it. They kept digging, occasionally having to resurface for air and a break from putting their noses right next to the source of the obnoxious gunk. They would be soo covered in grime and mess when they were done.

They were nearly finished, only needing a few parts more when they froze at the sound of a window opening.

“HEY!” They recognized Applejack's shouting. “Who's down there in the trash?”

“Hold still.” Sweet Heart whispered.

“Don't have to tell us twice ...” Teddy muttered.

Applejack glared from the window. “Darn raccoons … Ah'm gonna have to have Fluttershy talk to you and get you to go through somepony's else trash.” Applejack went back into the building and closed the window.

“Keep digging.” Sweet Heart said. “We have only a few more parts left!” It was a long, grueling process, but they succeeded, tossing their gains into Sweet Heart's pile.

“That's everything.” Teddy said. They looked at the pile of parts. Cylinders and tubes were scattered around.

“What do you think it is?” Sweet Heart asked.

“No idea.” Ace said. “But let's get it to Twilight. Maybe she'll explain it to us”

They made it back to Twilight's office without much hassle, praying she would be the “right” Twilight when they came in. To their relief, she was, with her hair frazzled and her body jittery.

“Oh, yay!” She greeted them, helping them down from the vent. “You got all the pieces! Oh, I'm so happy! How can I ever repay you?”

“Well, you could tell us what it is, for starters.” Ace suggested.

“Oh, I think you'll see soon enough.” Twilight said. She levitated the pieces into the air and began assembling them together one by one. “This is going to take awhile, so are there any other questions you have I can answer?”

Teddy, Ace, and Sweet Heart looked to each other.

“Oh, where do we start?”

“I'll go.” Sweet Heart said. “Who's Oswald Mandus, and what's The Shadow?”

“Oswald M-Mandus?” Twilight parroted. “Oh, Mandus! Dear Mandus, innocent Mandus, trod and beaten and betrayed … he was a business partner to the other me for awhile. He was one of a small handful of ponies who knew about The-The Dark Shadow of The Orb, w-who other me has some control over using her Orb. You shouldn't have to after I'm done here, but if you want to fight other me, you need Oswald Mandus' help.”

Sweet Heart nodded.

“What's with Sweetie Belle? And Fluttershy spitting acid and all those other things the … other Twilight did to them?” Ace asked.

“Oh, That.” Twilight took her focus away from them to make sure all the pieces of the device were going in the right place. “Well, when Twilight – I-I mean, other me, first found the Orb a long time ago, it … affected her. It made her ...” Twilight looked around the room, as if fearful of her other self listening. “Kind of crazy.” She whispered to the foals. “So she cut up her best friends and sewed them back together using her knowledge of biology and science. She wasn't content with that, so she started experimenting with them, toying with their insides and altering them into the undead things you've seen today.”

“Uugh!” Sweet Heart spat her tongue out in disgust. “How could sompeony do that to her own friends?”

“Well, like I said, the Orb made her craaazy. Anything else?” Twilight glanced at the device with glee.

“What's with the pigs?” Teddy asked. “They were those pig-things in the hallway, there's pigs in your office … what's with all the pigs!?”

“Oh, well, see … my other self seems to have developed an obsession with pigs. She thinks they represent the true form of a criminal.” Twilight explained. “You know, she captures criminals and takes them to The Machine? The Machine cuts them up and she sews them back together in the form of pigs.”

“What!?” The foals screamed in unison.

“So all those pigs we saw …” Teddy froze. “They were ponies once?”

“Oh yeah. You know about the Greek myth of Circe? Thought pigs represented the true form of the male gender? Well, other me thinks that, only replacing “males” with “criminals” and with more sewing and cutting and unholy zombies and less magic.” Twilight said. “Speaking of other cultures, you know what else is fascinating?”

Twilight completed the assembly of the parts they had given her. It was only in its complete form did the children see … it was a gun. A gun with a barrel and a trigger, ready to blow their brains out if she turned it on them.

“This old game, called Russian Roulette.” Twilight said. She produced and loaded a single bullet into the gun. “Let's take a turn, shall we?” Twilight levitated the gun and pressed it against the side of her head.

Applejack burst through the door, her eyes wide with panic and her hoof reaching out.

“NO!”

Author's Note

I decided to estimate how many words this chapter would. My estimate landed at anywhere from 7000 words to 10000 words. And the tally is ... 9373 words. Right in between those two numbers. Go me! Yay. I can do math.

This chapter moves a bit fast in some parts, especially the From-Rarity-to-Pinkie-Pie-to-Twilight and Rarity rotation. I also feel like the children manage to do some things just a bit too easily, like unlocking the vent grate with a bloody knife and finding all the gun parts without too much danger or hassle, but I've figured it was better to have that go by too quick than to spend too long on it and have it drag the story down by turning into purple prose. I also feel I've learned a bit about being able to write good horror from this chapter.

The Facility: Mandus

Twilight pulled the trigger of the gun. There was a ratcheting sound, followed by a click. Nothing happened.

“Oh, darn.” Twilight took the gun away from her head and frowned at it. “Looks I lost the game. Guess I'll have to go again!” With a disconcerting perkiness for somepony trying to kill herself, she once again pushed the gun against her temple.

“No!” Applejack ran past the children and bounded over the desk, tackling Twilight to the ground. Twilight dropped the gun and Applejack kicked it away. It slid under the desk and kept sliding until it hit Sweet Heart's hoof.

Twilight struggled with Applejack, attempting to push her off so she could resume her attempts to end her miserable existence. “Let me go, Applejack! Let me go!”

“No.” Applejack hefted Twilight up and slammed her head into the desk. “Not until after ya take your meds and stop tryin' to kill yourself.” Holding Twilight down, Applejack reached over to a drawer in the desk. She pulled out two bottles and uncapped them both, shaking out one pill from each into her hoof. Applejack forced the pills into Twilight's mouth. Twilight grunted and flailed, refusing to cooperate. Applejack took her hooves and held Twilight's mouth shut while massaging her jaw to chew to the pills and swallow.

The children watched all this happen with rapt attention, not sure what was going on … or what would happen after Twilight took those pills. Teddy looked towards Sweet Heart's hooves, noticing the gun. Without anypony noticing, he reached over and picked it up.

Twilight gulped the pills and shuddered, disagreeing with the taste. She blinked her eyes, trying to clear them of debris. When she stopped blinking, they were the cold, uncaring eyes of the other Twilight.

“Ahem.” Twilight cleared her throat. “Thank you for that, Applejack. I don't know what got into my … other personality or why she wanted these children.” Twilight glared at the children. “But now that you three are already here, I think it's time we say goodbye. Applejack, take care of them.” Twilight took to sorting through papers on her desk, trusting her servant to get the job done.

Applejack reached into robe and pulled out a hatchet. “With pleasure.” She gave the children a glare before advancing towards them. “The three of y'all are gonna pay for trying to help Twilight's other personality kill herself!”

Sweet Heart and Ace began making their way to the door. Teddy, however, held his ground and pointed the gun at Applejack, even though he knew working it without Twilight's telekinesis was going to be difficult for him.

Applejack chuckled darkly. “What, do y'all think that will really help ya? There's only one bullet in it, and y'all ain't gonna have the time to dig it out before I get ya.”

Teddy knew she was probably right, but he remained where he was and aimed the gun at her. He pulled the trigger. Click. Nothing happened. Applejack was getting closer, the light from the window reflecting off her axe. Teddy pulled the trigger again. Click. Nothing happened. Getting closer. He pulled the trigger again.

Bang. Something happened. Teddy had managed to dig out the one bullet. The lone bullet came flying from the chamber and burst out of the barrel of the gun. With lightning speed, it pierced through Applejack, cutting a hole through her eye.

“AGGH!” Applejack clutched at her wounded eye socket and stumbled. Lifting her hoof off the eye to see, she roared and ran after Teddy, wildly swinging her axe back and forth without taking any aim with it. Sweet Heart and Ace escaped through the door and Teddy wasn't far behind. Teddy stopped by the door, and when she was close enough, Teddy slammed the door into Applejack face, making her stumble backwards while she rubbed at her face again.

“We need to get out of here!” Sweet Heart said.

“Agreed, but how?” Ace gestured to the room around them. “There's like, a gajillion different hallways and stairs to go through!”

“Oh, um, hmm ...” Sweet Heart looked around, hoping for a sign as to where to go. A painted arrow, a candle light, something!

The door rattled and shook from Applejack banging on it to open.

“Pick something fast!” Ace kept his eye on the door, waiting for Applejack to burst out of it and menace them.

“Oh, um ...” Sweet Heart tapped her chin. She noticed a familiar door at the end of one bridge. “This way! That door will take us back to the cells and to the sewers we came in at!” Leading the group away from the office door, Sweet Heart galloped on the riveted bridge. The clonks of their hooves were guaranteed to draw attention to them, but at this point, they figured there was no point in worrying about the issue. The place was crawling with predators who were bound to notice them.

Applejack succeeded at last at forcing the door open, her left eye still suffering from the hole shot through it. She scanned for the children on the wrong bridge, buying them a few precious seconds to get away before she noticed them. She turned around and saw them heading for the stairs. “Stop right there, you little rats!” She commanded them. “Didn't your parents teach you to respect adult authority? EVERYPONY, INTRUDERS IN THE HALL! PIGS! GET 'EM!”

At Applejack's command, a siren alarm went off in the building. Red lights filled the room, accompanied by the whooping sounds of klaxons going off. Amidst this cacophony of noise rose the sound of dozens of pigs, squealing and snorting as their masters bade them to go on the hunt. Pinkie Pie burst of her room, huffing and puffing. Rainbow Dash dropped down from the ceiling, aiming her electrified hooves at nothing. A horde of pigs poured in from the adjacent halls, swarming the bridges as they clumsily searched for their prey.

The children managed to reach the door in time and open it, escaping through. As a result of the blanket of pigs covering the floor, Applejack, Pinkie Pie and Rainbow Dash had to wade their way through them and lost track of the children.

“Stupid pigs!” Applejack berated one by slapping it on the head. “Move so we can get through! … hey, where did they go? Oh, shoot.”

But one pig, at the edge of the pack, noticed where the children had gone. He ran up to the door and opened it, finding the children halfway down the stairs already. The children stopped when they heard the pig open the door.

The pig looked down at them. They looked up at the pig. The pig snorted and turned towards the door, meaning to inform its masters of the childrens' location.

“Wait!” Sweet Heart called after them.

The pig stopped and turned back around towards them, curious to what she had to say.

“Uh, Sweet Heart?” Teddy asked. “What are you doing?”

“Shut up, Teddy.” Sweet Heart told him before resuming her attention of the pig. “You don't like working for Twilight, do you? It's okay. I know you don't.”

The pig snorted derisively at her, as if dismissing her claims.

“Oh, you don't mean that. You can't tell me you like working somepony who fed into The Machine (whatever that is), cut you up, and then sewed you into a pig, can you? And all your criminal friends, too ...”

The pig's ears wilted, as if admitting defeat to her words.

“Hey, cheer up.” Sweet Heart said, smiling at him. “I know it's bad, but you can keep it from getting any worse. We can help stop Twilight from turning any more people into pigs and ruining any other ponies' lives, if you let us go, and maybe even help us. You don't want to help Twilight keep making more ponies like you, do you?”

The pig shook its head, agreeing with her.

“So you'll help us?” Sweet Heart asked with big pleading eyes. The pig raised its snout and squealed, as if saying us. It went to the door and raised its hoof, bashing the doorknob to prevent the door from being opened. It went down the stairs and joined the children, sniffing them like it was trying to apologize for earlier behavior.

“I don't know how you did that or how it worked, but nice job, Sweet Heart.” Ace said.

“Easy.” Sweet Heart said. “I just appealed to his inner goodness. Now come on. Our exit to the sewers is just a few rooms away!” Heading down the stairs, they made their way through the prison cell area, where the walls were now covered in blood-spatters from Applejack's massacre of the imprisoned. Trying not to let it disturb them too much, the children and the pig went through the gardening room. There was still a pile of shattered pots and snapped plants from earlier, but Fluttershy's acid sprays seemed to have evaporated, making it safe to traverse again.

Reaching the entryway to the sewers they had used to get into the building to start with, a sobering realization dawned on the three of them; even if they stacked up on top of each like with the air vent, they wouldn't be tall enough to reach the pipe.

“Now what do we do?” Teddy looked at the floor in defeat. “We can't get up there by ourselves ...”

A displeased oink came from behind them.

“We don't have to!” Sweet Heart said. “This sweet pig will help us, won't you?” The pig blushed, but it nodded. It stomped its way to the pipe and stood up, pushing its front legs against the wall. Ace climbed on top of it, Teddy climbed on top of Ace, and Sweet Heart climbed to the top, repeating what they did with the air vent. Sweet Heart pulled in Teddy and Ace, but after they were in, the distance between the pipe and the pig was too great to bring their new friend with them.

“Oh, I'm sorry, mister pig.” Sweet Heart frowned at the turn of events. “I can't pull you up here ...”

The pig nodded as if trying to say “That's okay.” He snorted at them as if adding “Don't let me down now.” and turned away, trotting back to the upper floors.

“Come on. Let's get out of here and maybe find someplace safe to lay low.” Teddy said, placing his hoof on Sweet Heart's shoulder.

“Applejack …” Twilight said with a dangerous calm to her words, her lieutenants and pigs all lined up in rows in front of her. “I told you to take care of those children. Yet, I'm hearing reports those children escaped, so what I want to ask, Applejack is … why were those children not taken of?”

Applejack, Rarity, Pinkie Pie, Rainbow Dash, and Fluttershy could do little but hang their heads in shame.

“I'm sorry, Twilight.” Applejack said. “I tried, but they got away …”

Twilight leveled her eyes at Applejack. “I see.”

“What do ya want us to do now?” Applejack asked.

“Is it not … obvious, Applejack?” Twilight responded, shooting daggers at her. “I want you – ALL of you to split up, take the pigs, and flood the streets to find those foals and murder them before they can tell anypony what's really been going on in our building! But do it discreetly. Hide in the shadows, and move only when you know nopony's looking.”

The five other ponies nodded.

“Well?” Twilight raised her eyebrow at them. “What you waiting for? HUNT THEM DOWN!”

The ponies nodded and made their way to various exits, intending to lead a glorious horde of pigs out from the building. But one pig lagged behind … one pig thought about how he helped those foals, and prayed a little piggy prayer they could do something to end Twilight's madness.

Breathing heavily, Ace pushed out the manhole cover from underneath. Evidently, somepony stumbled on it after they went into the sewers and put it back. Climbing out of the tunnels, Ace helped Sweet Heart and Teddy up onto the street.

“So, what do we do now?” Teddy asked. “How do we stop Twilight?”

“She ...” Sweet Heart panted, having to pause mid-sentence to think. “She said something about needing Mandus to combat the Shadow, didn't she? That we wouldn't need to if her trying to shoot herself worked?”

“Well, it didn't work, so I say we need to find this Mandus guy!” Teddy said.

“Yes, yes.” Ace nodded. “But where we would find him? Twilight didn't mention that.”

“Well, he has to have been around here sometime for Twilight to know him … right? Hopefully?” Teddy said.

“I know.” Sweet Heart raised her hoof. “We'll ask the police station. If he lived here at any point, they should have kept a record of it.”

Teddy scoffed. “Right. Because they were so helpful the last time we went to see them.”

“Quiet, Teddy. It's worth a try.”

So, off they went to the police station again. The first thing Officer Flathoof at the counter said when he saw them did not assure Teddy they had made the right choice to come here.

“Hey there, kids.” Flathoof said. “Got more tall tales about Twilight's facility for me? Heh.”

“Er, not exactly.” Sweet Heart said, preemptively bumping Teddy in the elbow before he said something rude. “Can you tell us anything about an Oswald Mandus?”

“Oswald Mandus, Oswald Mandus … not a very Equestrian name, is it?” Flathoof stroked his chin, trying to think. “Let me see ...” He reached into the counter and pulled out a folder. In the folder were files. He skimmed through them. “Mandus, Mandus, Mandus … ah! Here we are!” Flathoof held up the file to them. “Oswald Mandus. Former business partners of Twilight Sparkle's until they had some kind of falling out. Used to be an industrialist, like Twilight. Says here he's still living here as a recluse. Never goes out, never let's anybody in.”

“If he never goes out, how does he get his groceries?” Ace wondered.

Flathoof shrugged. “I don't know. Anyways, there's the address for ya. Hope that helps. Say ...” Flathoof looked them over, only now noticing the various stains on the children and the ragged state they were in. “Are you kids all right? You look like you've been through a rough patch.” He sniffed. "And you smell awful."

“We're fine.” Sweet Heart was quick to tell him. “We're fine, really, we just … got carried away, uh, skiing. Thank you so much for your help, officer, bye!” She, Teddy, and Ace ran out the door before Flathoof could ask them any more questions.

“Skiing … skiing.” Flathoof nodded his head. “Yeah, all right, skiing … wait a minute. There's no snow for miles. Where would they go skiing?” As if in tune with his suspicions, the phone to Flathoof's desk rang. “Hello?” He said to into the phone. “Yeah-huh, this is he … oh, Twilight? How are you doing? What's that? Three kids? Broke into your facility? Uh-huh. Yeah. I see. I'll get right on it.” Flathoof slammed the phone down, his expression curling into one of displeasure.

He burst out of the police station and looked around for the children. They hadn't gotten far. “Hey, kids! Can I ask you something?”

Sweet Heart, Ace, and Teddy froze. “Uh … about what?”

“Something about you foals breaking and entering into Twilight's fine establishment?” Flathoof asked with just a hint of suspicion.

The three of them shirked, knowing Flathoof wouldn't believe them if they told him what really happened, or side with them.

“Run!” Sweet Heart shouted, bursting into a gallop. Ace and Teddy followed her suit.

“Hey! HEY!” Flathoof shouted, pursuing them. “Stop! You three are under arrest!”

They didn't stop, of course. They had no reason to obey Flathoof beyond the fact he was a police officer, and in the grand scheme of things, their ability to stop a horrific, insane mass-murderer was more important than whether or not they were law-abiding citizens.

Keeping the location of Mandus' address firmly in mind at all times, Sweet Heart turned a corner and led the group down a street. They ignored Flathoof's shouts and commands for them to stop, and eventually Flathoof, despite reservations, pulled out his gun and opened fire, trying to shoot out their little pony knees and slow them to a stop. The children pressed on, moving like racehorses competing for the lead as they avoided Flathoof's bullets. Flathoof seemed to have missed leg day, as the children were keeping ahead of him with ease – but of course, running from the monsters in Twilight's building would improve anypony's running skills.

The way things were going, it appeared to be a straightforward chase where they would keep running until they found a place where they could hide and get Flathoof off their tail. But one of Twilight's pigs charging out from an alleyway and taking a swipe at them complicated the matter. It missed Sweet Heart by a fraction of an inch before turning its attention on Teddy. It roared and reared up, preparing to stomp him before one of Flathoof's bullets pierced its hide. The pig turned towards Flathoof and panicked at his approach. If Flathoof reached them and saw the pig up-close, he'd had have much less doubt about the foals' claims and the police would bear on Twilight's building. Thus, the pig retreated back into the shadows, though the children didn't understand why.

Resuming their escape from Flathoof, the children continued and turned around another corner. Sweet Heart knew where she was going. Mandus' house was just a long trek ahead. All they had to do was avoid Flathoof and they were home-free.

“You think we lost him?” Teddy asked as he noticed a distinct lack of bullets chasing after them.

“I don't know ...” Sweet Heart said. “He couldn't have been fooled just by us turning into a corner that easily, could he?”

Bang. A bullet whizzed by, almost grazing Ace's legs.

“He wasn't.” Ace said. They ran as fast as they could away from him. But as they went down the street they continued to see the pigs hiding in the shadows, waiting for a chance to strike … if they emerged, they could take the children and Flathoof down en masse, even with Flathoof's bullets piercing them. So why weren't they?

“How come those pigs aren't attacking?” Ace looked over his shoulder at them.

“Don't look a gift horse in the mouth!” Teddy said as he galloped in front of Sweet Heart.

“I don't know ...” Sweet Heart muttered. “Maybe they're afraid of something? Maybe they don't like daylight … no, it couldn't be, because the other pig dealt with the daylight fine. Or ...” Sweet Heart said with dawning comprehension. “Maybe it's because they're waiting for their master to get her turn!” Sweet Heart skidded to a stop, frozen in fear. Ace and Teddy skidded to a halt as well, crashing into Sweet Heart's back.

A few paces in front of them stood Rainbow Dash, her generators pumping and buzzing, the electricity from mutated body humming as if it was alive with excitement at the idea of taking revenge on the foals who had bested her.

“Heh heh heh ...” Rainbow Dash chuckled. “Now I've got you three. You three are going to come back to The Facility, and you're going to disappear and not tell anypony anything. You've got that?”

“Before you do all of that, can I ask you a quick question?” Sweet Heart, both trying to gain information and stalling for time. “Why aren't the pigs attacking us?”

Rainbow Dash shrugged. “Heck if I know. They're just dumb pigs.”

“Halt! Stop, intruders!” Flathoof's voice reached from far behind them. “You foals are under arrest for B&E, resisting arrest, failure to comply, and whatever else I can think of on our way back to the station!”

Rainbow Dash stiffened up, the way a fox does when hunting prey. “That would be why. The pigs don't want to give the police any clue about what Twilight's really doing, so they're hiding. And the same goes for me, so … I'll deal with you three later!” Rainbow Dash, though longing to fry the three of them with her generator, took the better part of valor and rocketed up to the sky. A rainbow trail was left behind her. The children, knowing Flathoof was just around the corner, ran to a worn-out house and jumped into the garbage.

“Really?” Ace questioned. “More garbage?”

“It's our best chance of losing him. Come on!” Sweet Heart dragged Ace into the trashcans. Flathoof was distracted by Rainbow Dash's rainbow trail, giving time for the children to fit themselves into the can the best they could.

“What?” Flathoof shook his head as the rainbow disappeared. “Where they'd go?” After looking around and failing to find any hint as to where they went, Flathoof growled. “Grr... fine. I'll have to put up wanted posters for them ...” Flathoof turned around and marched back to the station, grumbling at being outwitted by a trio of foals.

Teddy peeked up from his trashcan to look. “I think he's gone.”

“Did you hear that?” Sweet Heart asked. “We're going to get wanted posters for us! Oh, no … my parents will be so upset!”

“Your parents had their chance to believe you, to believe us, and they didn't!” Teddy said, still a little hurt about the things Miss Hackney and the other adults had said. “If they didn't want us doing this, well … they should have believed us!”

“Do you think you're making this a bit personal, Teddy?” Ace asked, crossing his legs. Teddy declined to answer.

Sweet Heart gingerly stepped out of her trash can and took a cursory look at the house they belonged to. “Yes!” She pumped her hoof in the air, causing the trash can to tip over and spill. “Oops.”

“Yes, what?” Teddy and Ace asked as they went climbed out from their cans.

“We're here!” Sweet Heart gestured to the house. It was grey with discoloration, with its windows shattered and its door dented. The roof seem to be caving in on itself. It all together look to be a house in neglect. “This is Oswald Mandus' home!” She pointed to the address on the door.

“For a given definition of the word “home.”” Ace said. “This place is a mess.”

“Now, now. I'm sure Mister Mandus has, um, perfectly good reason for leaving it like this.” Sweet Heart said.

“Yeah. Like secretly being a cockroach.” Teddy said.

Ignoring Teddy's jibe, Sweet Heart went up to the door and knocked on it. “Excuse me? Mister Mandus? Are you home?”

“Yes?” The door opened wide. A brown Earth pony in a ruined red suit stared at them. He registered them for a moment before bringing the door to a near-close. “You're not my usual deliverymen. Who are you?”

“We're Sweet Heart, Teddy, and Ace.” Sweet Heart introduced them.

“Go away. I have nothing to say to you.” Mandus attempted to close the door on them, but Sweet Heart stuck her hoof in it.

“We were hoping we could ask you some questions?” Sweet Heart asked. “About Twilight Sparkle and The Shadow?”

Mandus stared them. His eye quivered, as if in fear of something which was not present, which was invisible to any but him. “The Shadow, you say? And the Orbs as well, I presume?”

Sweet Heart nodded.

Mandus opened the door. He looked around the street, trying to make sure they weren't being spied on. “Yes, yes, come in.” He gestured to them. “Quickly.” After the children came inside, Mandus took another sweep of the area before closing the door.

Unfortunately, he hadn't noticed the airborne Rainbow Dash watching them. Rainbow Dash nodded at the turn of events before flying off to inform Twilight.

“I know it's a bit run-down, but it's home.” Mandus guided the foals to his living room. The inside of the house was no better than the outside. Floorboards were crooked and out of place. A couch had stuffing bleeding out from it, and the chimney was empty. “Please. Have a seat.” Mandus pulled up a stool for himself. “So, what would you like to know?”

“Anything you can tell us.” Ace said. “What's The Shadow? What's with the crazy Orb Twilight's got?”

“Why did Twilight mention you when she was talking about The Shadow?” Sweet Heart asked.

“And the most important thing. How do we beat her?” Teddy glared his eye at him. “And why are you living in a dump like this?”

Mandus looked to each of them in turn, considering each of their questions on a individual level. He heaved out a deep sigh. “All right. I suppose I might as tell you, seeing as you know so much already. The Shadow … The Shadow is just that. A shadow which travels between dimensions. It exists both inside and outside of our reality at once. It is a beast, a mad dog bent on protecting the mysterious Orbs which relate to it. It knows no pain, no fear. It IS fear. Take the Orbs from their resting place, and The Shadow will hunt you down until it's been calmed, either by you giving it the Orb, or it killing you and taking the Orb.”

Mandus closed his eyes. He shut them tight, like he was being forced to go through a painful memory.

“How Twilight got her Orb and The Shadow under her control, I have no idea.” Mandus said. “The Orbs … the Orbs are relics from somewhere or something. They're connected to The Shadow, somehow, but how eludes even the greatest minds.” Mandus sighed. “If you want to beat Twilight Sparkle, you need some way to counter The Shadow.”

“How would we do that?” Teddy was a bit incredulous. How were they supposed to beat something which, as Mandus suggested, was fear incarnate?

“I don't know.” Mandus shook his head. “To answer your question about why I live here … well, I kept that private for a reason. How much do you know about The Machine?”

“Not a lot.” Sweet Heart said. “We heard Twilight and her friends say they used The Machine to-to cut up criminals and turn them into pigs.”

Mandus looked only mildly surprised by this. “Oh … you know more about than I thought you would.” Mandus shifted his gaze away from them. “Yes. That's what they use it for … but not what it was meant for. You see, how I know Twilight Sparkle … we used to be business partners. Confidantes, as two ponies who had been made to suffer at the hands of The Shadow's Orbs. I dreamed up the plans for The Machine as something to benefit ponykind with, to serve it. I wasn't sure how, of course, but that was the idea. Twilight co-opted it for her own uses. She used it to butcher the criminals, the pigs of the world, as she called them. When I saw the first victim … when I saw the blades of the wretched Machine reflected in his eyes, I saw the light and hope within him die. I had dreamed of many uses for my Machine, but murder wasn't one of them. Twilight and I had a falling out. I, ashamed of what I had wrought on the world, hid myself in this ratty old building, using deliveries to feed myself and only paying for what I needed with leftover cash.”

Mandus sighed. “But my stockpiles are getting close to dry … soon they'll turn off the electricity and water if I can't pay …”

“This is all very informative, Mister Mandus.” Sweet Heart said. “Thank you for help, but, erm ...”

“We still don't know how to beat Twilight!” Teddy slammed his hoof into the armrest.

“Neither do I, my little ponies.” Mandus shook his head. He perked up, having an idea. “But I know who might. A pony who knows Twilight more than we do. A pony I've only met twice.” Mandus pushed himself up from his seat. “Excuse me. I need to write a letter.” Mandus sniffed the air. “They haven't turned the water off yet, so please, make use of my shower while you wait for me to finish. You smell terrible.”

Sweet Heart lifted up her hooves. “We have been hiding in a lot of garbage lately … I call dibs on first.”

“Through the kitchen, on the left.” Mandus pointed her in the direction before walking into another room. Sweet Heart took her shower first and when she came out, Ace took the next turn, giving Teddy and Sweet Heart some time to themselves.

“Hey.” Teddy noticed Sweet Heart looking down. “What's wrong?”

“Nothing.” Sweet Heart said. She took in a breath and huffed. “No, it's not nothing, it's … we had to do awful things in The Facility, didn't we?” Sweet Heart curled up into a fetal position. “I mean, what right did we have to – to stab Pinkie Pie the way you did, or to let those criminals and let them gang up on Fluttershy? Or help Twilight assemble a gun to kill herself with? Teddy, we almost help a mare kill herself!” Sweet Heart was on the verge of bursting into tears.

Teddy looked away from her. He couldn't stand the sight of seeing her cry, but he also didn't know what to say. Everything he had done … tossing a pot into Fluttershy's head, stabbing Pinkie Pie, shooting Applejack's eye … it was all in the name of survival, wasn't it? They had to get out alive. Didn't they? Even if meant compromising their moral integrity?

Teddy put a hoof to his head. He knew he was a rascal. He knew what he did what he had to do. But he also knew, if he kept on the way he was, he was going to become one of those criminals like in the cells. “Sweet Heart … I don't know what to tell you. Yes, we did some bad things in there, but the ponies we did them did even worse things! It was … fair. No, no it wasn't fair. Fair would have been us being able to beat Twilight's gang up and take them to the police, but that didn't happen and it's not going to.”

“We let those criminals of their cells, Teddy.” Sweet Heart said. “We let them out and Applejack and Twilight had them all killed. We let them die, Teddy!” Sweet Heart grabbed Teddy and shook him, bursting into tears. “It's all our fault! If we hadn't -”

Teddy, not knowing what else to do, slapped her.

Sweet Heart gasped. “You hit me!”

“Hey.” Teddy chuckled bashfully. “It got you to stop crying, didn't it?”

Sweet Heart sniffled. “I guess …”

Hey.” Teddy said, cupping her cheek. “Did we put those guys in the cells?”

“No ...”

“Did we spray acid from our mouths all over them?”

“No ...”

“Did we put an axe in their necks and toss them into some horrific, tragic, mysterious Machine?”

“No ...”

“Then we didn't kill them, did we?” Teddy said. “It wasn't our fault they died. It was Twilight's – Applejack! Fluttershy's, even, but not ours, and especially not yours!”

Sweet Heart sniffed. “You mean it?”

“With all my heart.”

“But … I still let them out.”

“You letting them out gave them a fighting chance.” Teddy said. “If they could have beaten Fluttershy and Applejack, they could have gotten out from The Facility. They could have told the police, and we wouldn't be having to deal with it now. They could have got out and straightened up and become better ponies. But things didn't go that way, and you know what? That's life. Things don't always go your way.”

Sweet Heart looked down at the couch cushions, comforted by Teddy's words, but still feeling uneasy.

“And … besides that ...” Teddy rubbed the back of his neck. “I know this may not be the best time, possibly the worst time ever, but I … I have a crush on you, Sweet Heart. I think – I'm pretty sure – I love you.”

“Ooh, Teddy ...” Sweet Heart crossed her hooves. Impressed by him for having the courage to come out and say it, Sweet Heart leaned over and gave him a kiss (which lasted a little longer than she intended).

“Hey guys!” Ace announced his presence. Teddy and Sweet Heart separated before he could see them. “What's up?”

“Nothing.” Sweet Heart and Teddy both lied to him. “Nothing's up.”

“Okay.” Mandus came into the room. “I have finished the letter.” He held up the letter, an elegant missive with an expensive-looking seal. He pulled out some black powder from his pocket. He threw the powder into the chimney, which burst into jade fire. The foals backed away from it. “

“Calm yourselves. It's quite all right.” Mandus told them. He threw the letter into the fire, which disappeared into ash. “There. That's magical fire there. It'll send the letter to her. Hopefully it'll get to her in time …” Mandus looked away from the flames and at Sweet Heart and Teddy.

“I overheard you two talking while I was writing the letter. Yes, what you've done may not have the best thing. It may have even been wrong. But the important thing … the important thing is that you keep moving forward. That you keep trying to do what's right, even if you can't. I suppose that was my problem. I was … so ashamed of what I had done wrong I had no idea of trying to make it right. But you foals have opened my eyes. I will go out into the world again and seek atonement for my mistakes instead of hiding from them.”

Mandus huffed. “Well, there's a load off my shoulders. Anypony up for a cup of tea?”

Sweet Heart stuck her tongue out. “After the day we've had, I think I'm going to swear off tea for life.”

Mandus was about to say something, but he was cut off the incessant, fear-inducing of pigs squealing in unison.

“Oswald Mandus!” Twilight Sparkle screamed from outside the house. “Come out and give us the children, and we'll let you live.”

“Oh dear.” Mandus said. “Better go see what that's all about.”

Stepping outside, Mandus and the children saw Twilight Sparkle, all of her friends, and a small sqaud of pigs stationed outside the house, corning them and blocking all exits.

“Hand over the children, Mandus.” Twilight glared at them. “And you can live.”

Mandus huffed. “Why would I do that?” Mandus stepped forward. “I won't let you hurt them, you monster.”

“My, my, aren't you feeling awfully heroic today.” Twilight stepped forward. “Perhaps you don't realize the extent to which I own you, Mandus.”

Mandus tilted his head. “What are you talking about?”

“ Surely you realized there was a reason your name was so … un-Equestrian? It's because you're not from Equestria. I'm talking about your past life, Mandus.” Twilight said. “In it, you went insane and killed your own two sons before killing yourself. It had something to do with the Orbs, so I knew you'd be a good partner for me. Using The Shadow, I plucked out your soul from thousands and brought you into Equestria as a baby. And when you had grown, I sought you out and recruited you. Ah, your vision of The Machine was such a thing of beauty!” Twilight put her hoof over her chest and looked like she was going to swoon. “Ah, a shame it was … corrupted by your reincarnation.”

“I ...” Mandus stammered, unable to think with such a monumental reveal. “I had children? And I … killed them?” He put his hooves on his head as he contemplated the implications of this.

“Hmph.” Twilight glicked her head up. “Here's what's going to happen. I'm going to call The Shadow. It's going to devour you four whole,leaving behind nothing. And nopony will ever know what happened to you. Let's begin, shall we?” Twilight raised the Orb in her hoof.

Sweet Heart tugged on Mandus' shirt, trying to get him to defend them. “Mister Mandus, snap out of it! She's just trying to mess with your head! AGH!” Sweet Heart covered her ears as The Shadow's roar reverberated through the area. Its fleshy reside began covering the grass and ground, covering Mandus' entire lawn and beginning to engulf Mandus and the children, starting from their hooves and working its way up.

“I-I guess this is it, guys!” Teddy struggled to say through the destabilizing effect of the roar. “It's been fun! I love you, Sweet Heart!”

“I love you too, Teddy! And you too, Ace!”

“Aww … I love you guys, too.” Ace muttered. “Guess I'll see you on the other side.” Ace gulped. A quiet hiss began seeping into his ear. “Wait ...” A growl which did not belong to The Shadow's voice, and in fact began to overpower The Shadow's own volume. The hiss rose in volume, and as it did, The Shadow's flesh-stuff began to pull back, retracting from their hooves and shrinking.

“What?” Twilight and her friends were blindsided. “How? That's not possible -ARRGH!” Twilight dropped the Orb when the hiss penetrated her ear, having the same destabilizing effect on her as The Shadow did on them. A rain of golden lasers soon followed the sound, dropping from the sky and blowing craters into the ground. The lasers would have incinerated Twilight if they had manged to hit. Seeing they were outmatched and making sure to pick the Orb before leaving, Twilight ordered her regiment to retreat. They turned their tails to the house and made a beeline back to their facility.

“W-what happened?” Sweet Heart wondered.

“Ah.” Mandus said, looking up. “I see you got my letter.”

“I came as fast I could.”

The children turned their heads to see who Mandus was talking to. The children were in awed, shocked to see who Mandus had summoned to their aid.

“Princess Celestia!?”

Author's Note

End of the act! Mandus is introduced! Celestia's getting involved! And knows how to beat back The Shadow?
Someone mentioned in a review, a long time ago, was that Oswald Mandus wasn't a very Equestrian-sounding name. So I took that and weaved into story element, suggesting the possibility with Twilight's words that the well-intentioned, victim ponified Oswald Mandus may in fact actually still be the completely-bonkers and way, way more unfortunate (and dangerous!) human Oswald Mandus from the original game. In fact, I was even going to have Twilight explicitly mention the word “human” but decided against that to keep it from overshadowing the main story.

I also tried to address how traumatized these children would be after seeing and doing the things they did while in Twilight's Facility, and tried to have a little character development/advancing subplots with Teddy and Sweet Heart's little talk near the end there.

One thing I forgot to mention the last chapter's notes: I tried (though unsuccessfully, in my opinion) to delineate and gave Sweet Heart, Ace, and Teddy different "roles" in the group. Teddy was the scrappy, underhanded fighter, Sweet Heart was the one who thought of and came up with the plans, and Ace ... I'm not sure what Ace does.

The next act will be the final one.

The Machine: Lux Tenebras

“Is that really?” Teddy asked, not believing his eyes. Ace and Sweet Heart were more taken in than Teddy was.

“She's … beautiful.”

“Oh my gosh oh my gosh oh my gosh!” Sweet Heart waved her hoof against her chest, trying to suppress her increased heartbeat. “Princess Celestia is right here, live, in front of us!” Sweet Heart rushed to Princess Celestia's hooves, bowing. “Forgive us, Your Majesty, for we are not worthy of being in your presence.”

Princess Celestia chuckled. “Please, my little pony. Rise. No pony is unworthy of being in my presence. Tell me, what is your name?”

“Sweet Heart.” Sweet Heart rose to her hooves and turned to her friends. “Did you hear that, guys? Princess Celestia knows my name!”

“Yeah, yeah, yeah ...” Teddy looked aside. He was as impressed and overwhelmed as any of them with Celestia's presence, but the way Sweet Heart was raving, he was beginning to suspect Celestia might prove to be his rival for Sweet Heart's affections.

“I am sorry I could not have met you three at a better time.” Celestia said, looking at all of them with smiles. “You seem like fine young foals.”

Teddy, recalling his previous delinquent behavior, blushed and rubbed at his neck. “Eh-heh, well ...”

“Shush.” Sweet Heart waved at him to be silent. Overcoming her excitement from meeting Celestia, Sweet Heart's mind began to race with questions. “How did you get here so fast?”

“Once I received Oswald's letter, I flew from Canterlot as fast as the wind would carry me.” Celestia said.

“But ... in order to get here when you did, did you realize the you and the wind would have to travel, at like ... how many miles per hour?” Sweet Heart asked, trying to do the calculations in her head and failing hard. She put pressed her hooves into her head like a vice to relieve the pressure.

Celestia chuckled. “You remind me of somepony I knew once …she was inquisitive and good at math, like you.” Thinking of better times gone by, Celestia's lips curled into a frown.

“Hey.” Teddy spoke up. “How does some backwater pony like Oswald Mandus know how to get a letter to you?” Teddy said. “How do you two know each other?”

Mandus frowned at Teddy, learning towards him and snorting. “I beg your pardon? Backwater?”

Celestia shook her head. “There will be plenty of time for that later. Right now, we must leave this town and get the control for the Tuurngait.” Hearing this produced another round of questions from the three young foals.

“The who-gate?”

“Don't most gates turn?”

“What control?”

“Allow me to explain.” Celestia said. “Do you recall the hissing growl that came before Twilight retreated?”

“Kind of hard to miss it ...” Teddy murmured.

Celestia levitated an object into the air. It was a small statue of some kind, with a flat base and a twisted stalk rising from it. Sweet Heart guessed it was something from another age. At the top of the stalk was a glowing red gem, the glow of which appeared to be fading.

“That was the growl of the Tuurngait, an ancient creature which is related to and a counterpart to The Shadow which Twilight commands. This is an artifact created by ancients with the power to control the Tuurngait, much as the Orb controls The Shadow. This is … an inferior version, and can only be used to summon the Tuurngait once.” Celestia said. “Look.” Celestia held the artifact up for them to see as the light from the gem withered away and vanished. “But if we can retrieve the perfected version, the master control, which I was unable to recover on my last visit, we can bend the Tuurngait to our will and use it to fight The Shadow.”

“Okay.” Teddy said. “First question. What? Second question. What? Third. What, what, what?”

“I will explain on the way.” Celestia said. “We must get out of this town now. It will not be long before Twilight Sparkle sends her minions to stop us. There's not enough room on my back for me to carry all of you, so I will arrange for a chariot. Follow my lead.” Celestia looked up, as if expecting the sky itself to turn dark and spew bile on them. “I should be able to protect us from anything Twilight throws at us. This way.” Celestia held her wing out and counted heads as Oswald and the children headed in the direction. She looked over her shoulder to make sure nopony was following before joining them.

Meanwhile, within the wretched halls of Twilight's Facility, Twilight Sparkle was organizing a meeting, of sorts, with all of her friends and non-pig minions. The meeting wasn't much more than summoning them to her office while she placed the Orb on her desk and they watched her rub it like a magic 8-ball.

“Eh-hm.” Fluttershy cleared her throat, catching Twilight's attention.

Twilight perked up like a foxhound and focused on Fluttershy. “Yes, Fluttershy?”

“Oh, um ...” Fluttershy kicked her hoof. “I just wanted to say I'm sorry. Maybe if I had done a better job when I first met those kids, none of this would be happening. I'm sorry ...” Fluttershy began to slink downward.

“Oh, Fluttershy!” Twilight exclaimed. She left the Orb and went to console her friend. Picking up her up by the shoulders and lifting her, Twilight gave Fluttershy a peck on the cheek. “It's not your fault. Sure, maybe you could have done a better job, but I don't blame you.” Twilight turned away and slammed her hooves together, her voice transforming from soft and consoling to hard and furious. “I blame those filthy brats who stumbled onto our secrets! If they had just stuck with their parents like they were told, we wouldn't be having to deal with Celestia on our hooves!”

As fast she as had gone from consoling to angered, Twilight calmed down and took a cool demeanor. She adjusted the necktie on her suit. “Ah-ha. But no matter. With the Orb and the Guardian on our side, there's nothing to fear.” Twilight tensed up. “Or is there?” She zipped over to the desk and gave the Orb a zap with her horn.

“Tell me, my friend.” Twilight said to the Orb. “What could Celestia and those brats possibly do to threaten us?”

The Orb shimmered and shined, flashing and pulsing various colors inside its dimensions. Twilight's minions couldn't make sense of it, but whatever it was telling her, it was upsetting news.

“Bring me the pigs!” Twilight shouted at the top of her lungs. “We must send them after Celestia's group and stop them before it's too late!”

Celestia managed to navigate them out of Hoofington without bumping into any of Twilight's minions or unwitting pawns and into a carriage pulled by her Royal Guard. However, there was little she could for the rainstorm which appeared to them the minute they left.

“I'm sorry.” Celestia said when Teddy begged for her to call the rain off. “The pegasi scheduled it to rain today and in these areas. To command them to end the storm would upset both their schedules and nature.”

“Ugh.” Teddy groaned, throwing himself over the side of carriage. An unexpected and ear-splitting crack and flash of thunder caused him to bounce from the carriage into Celestia's leg, hugging her leg for dear life.

“It appears it's a thunderstorm, as well.” Mandus said, raising his eyebrow. “How appropriate, given where we just were and what we're doing. Hmph.” Mandus leaned back in his chair and crossed his front legs.

Sweet Heart watched Mandus and thought about saying something to cheer him up, but she decided better of it. Sometimes it was best to leave somepony alone. Though, since they had a quiet moment …

“Princess Celestia?” Sweet Heart said. “Now that we're out of Hoofington, can I ask you some questions?”

Celestia nodded. “You may, young one. But you may not like your answers.”

“Well, that's friendly and cheerful.” Teddy said. “Whatever happened to the whole, “Celestia, loving and caring Princess of the Sun” thing?”

“I am loving and caring.” Celestia said. “However, loving and caring doesn't keep me from being grim in a serious situation like this one.”

“How do you know so much about this Tuurngait thing?” Sweet Heart asked.

Celestia's eyes quavered, almost as though she was going to shed a turn. But she blinked, holding the tears in. Sweet Heart got the impression she had been keeping a flood of tears back.

“It … is a long story.” Celestia said. “But I suppose we have some time before we reach our destination. A long time ago, I led an expedition almost eighty years ago, with my student Twilight Sparkle and others.”

“I'm sorry, did you say Twilight Sparkle?” Teddy said, about to burst into laughter from the sheer ridiculousness of Celestia's statement. “As in, the crazy Twilight Sparkle who's been trying to kill us with her army of zombie pigs?”

Celestia nodded. “The one and the same … no, I shouldn't say that. This Twilight Sparkle was a very different pony. She was kind and caring. You remind me of her, Sweet Heart. The expedition was headed to the ruins of a castle named Brennenburg. During the excavation we discovered an orb – the same Orb Twilight Sparkle now uses as a weapon.” Celestia closed her eyes, holding back her tears again. “Oh, if only I could turn back time and keep us from going there. Twilight knew something was off about the Orb, so we left it there. But something … something deep and dark and evil had already made its way inside me. I became obsessed with the Orb. My every waking thought was about fetching it for my own personal abuse.”

“You mean … use?” Teddy asked.

Celestia shook her head. “No, I mean abuse. I came back to Brennenburg and got it and attempted to have Twilight study it. Twilight – bless her heart – did what she thought was best for me and stole the Orb from under my nose.” Celestia sighed. “But whatever was controlling me did not give up so easily. I hounded after Twilight, telling her – demanding her to bring the Orb back to me. Over time, between somepony she had loved and trusted suddenly turning vile and the Orb's own influence, Twilight broke down. She stole her friends into her basement and did little things to them. Just scientific curiosity, or she said. Then it escalated, until she was regularly cutting them open for fun.”

“Just like she did with those criminals ...” Sweet Heart looked down to see they were passing over a body of water.

“Yes.” Celestia nodded before continuing her story. “Wanting the Orb, I sent the Royal Guard to raid Twilight's treehouse and take the Orb. Then it was discovered what hell I had let fester I was under the Orb's influence. Twilight and her friends fought the Guards and killed some of them before their captain and survivors were set free after the Orb disappeared. The report claimed the Orb had been taken by a creature so dark it could only be called “The Shadow.” When The Shadow took the Orb, my mind was cleared … and I realized what terrible things had been done.”

Celestia's eyes went vacant, like she was staring ahead of them instead of at them. “So I swore to do whatever I could to make sure it never happened again. I put together a research team, and they discovered the Tuurngait. How it was an opposite and equal to The Shadow. How The Shadow could be controlled by the Orb if one had the willpower and how one could do the same to the Tuurngait. How exposure to the Tuurngait could prevent the influence of the Orbs at the risk of exposure to the Tuurngait's more … unseemly aspects.”

“Unseemly aspects?” Sweet Heart asked, whimpering in fear.

“Well, suffice to say the Tuurngait isn't evil, but it's far from good.” Celestia said before changing the subject. “I had always wondered what happened to Twilight and her friends. When the Royal Guard returned to their house, none of them were to be found and the house had been emptied of supplies. And I knew … I knew it wasn't over.”

Everypony remained silent for a long while after she finished. There was another crack of thunder, which caused Teddy to cling to Celestia's leg again. Celestia, in a show of kindness, spread her wing out and wrapped it around him.

“So, uh ...” Sweet Heart stammered. “How do you know Princess Celestia, Mister Mandus?”

Mandus stared at her for a second, as if considering whether or not he would answer her question. He decided not to, as he turned away. “I don't want to talk about it.”

“Hmm. Princess?” Sweet Heart asked.

“I believe I can answer that.” It was clear to everypony Celestia was happy to have something else to focus on. “Oswald Mandus, before his own encounter with an Orb, was a wealthy Canterlot socialite. We met at a few parties. I still remember when you spilled grape juice on my chest.” Celestia smirked. “Later, he went on his own expedition and found another Orb inside a temple. It was unpleasant for him as it was for me. Twilight Sparkle sensed his connection with an Orb and recruited him, though I didn't believe him at first. He came to me to make sure I would permission for him to work with Twilight Sparkle. He was quite surprised when I told him she was dead. But I gave him instructions for how to contact me in an emergency just in case.”

“So … you let him work with Twilight?” Teddy asked. “How could you do that? Weren't you just going on about her cutting up her friends for fun?”

“At the time, I desperately wanted to believe Twilight Sparkle to be dead.” Celestia said. “So I fooled myself. I told myself it was another pony with the same name. But now I see that Twilight has become so much worse than being dead ...”

The younger ponies didn't grasp what vague, ominous concept Celestia was referring to, but they didn't get a chance to ask before Celestia stuck her neck out and said.

“We're here.”

The children turned around to see they were approaching a giant sewer, built far away from the mainland of whatever city it was once used for. The entrance was a huge gate with water pouring out from between the bars into the sea below. The carriage landed on the edge of the drain, having just enough room to land.

“This is it.” Celestia said as they dismounted from the vehicle. “The Tuurngait Complex. Inside, we will find the master control artifact … as well as anything the Tuurngait and its masters put in there to defend it.”

Celestia turned to her guards. “We will go in there. You stay watch out here. If you hear us scream, do not go in. Go back to Canterlot and bring reinforcements. Teddy, Sweet Heart, Ace, and Mandus … are you all ready?”

The four of them gulped.

“As we'll ever be.” Ace said, speaking for the group.

Celestia's horn lit up. The bars were enveloped in golden magic and raised upwards, allowing them entrance inside. Celestia put the bars down behind after entering last.

“You know ...” One of the Guards said after they were gone. “She could have at least given us a safeword.”

“Remember, my little ponies.” Celestia said as she created a miniature version of the sun she commanded to guide their way. “Do not trust anything you see in here. There are bound to be illusions, traps …”

A loud, grumbling roar interrupted Celestia. The entire complex shook before a giant worm monster burst out from a wall. The children were ready to run and hide, as they had learned to do, but Celestia rose up her miniature sun and sent out a beam of light. The beam incinerated the beast, cutting through its maw and body like a cutting torch. "And monsters."

“Oh.” Teddy said as Celestia stepped around the worm's smoking remains. “It's funny how much less scary things are when you have Princess Celestia with you.” Sweet Heart and Ace murmured agreement as they stepped over the beast's remains.

The Complex was, well, complex. Huge stone walls twisted and turned, forming corners. The only splashes of color was the graffiti and the messages scrawled on them by folks of questionable sanity.

“Oh, come on.” Ace stopped to stare at one appalling message. “Who in Equestria would take the time to write a message in blood in cursive?”

“Don't forget, it is possible it was something not from Equestria.” Celestia said, which didn't help their anxious nerves. Any minute now, they knew something was going to pop out at them. Seeing Celestia so masterfully deal with the worm reassured them, but only a little.

As they went ahead, the group spread out. They remained together, but Sweet Heart and Teddy seemed to prefer one side of the hallways while Mandus and Ace went the other.

“Teddy ...” Sweet Heart said and Teddy could tell from her tone right she wanted to talk about the kind of stuff he always heard his father groan about.

“Yes?”

“About that kiss … when we were at Mandus' house.” Sweet Heart said. “What does that mean for us?”

“What do you mean?”

“I mean, like, what's our relationship now? Where do we go from here?” Sweet Heart said. “My parents always told me it was important to ask tough questions like these.”

Teddy shrugged. To him, she was making it much too serious. They were kids. They shouldn't be having to talk about this kind of stuff. “Well, if it makes you feel better, I guess we would be boyfriend and girlfriend? I don't know.”

Sweet Heart turned away. “I want something more than that, though, Teddy. At least from somepony who says he loves me ...”

Teddy pursed his lips, unsure of what he could do. Like a magic spell, the idea came to him. “I know! How about we promise we'll get married?”

Sweet Heart stared at him like she thought he was crazy, before her expression softened and she smiled. “Really? You would do that for me?”

“Yep! When we're adults, and all this icky business-” he gestured to a wall with graffiti, ”is behind us, we'll propose and get married to each other. Sound like a good idea?”

Sweet Heart blushed. “Oh, Teddy … yes, it sounds like a good idea.”

“Of course it does. I thought of it.” Teddy rapped on his chest with pride. Sweet Heart giggled.

On the other side of them, Ace kept an intense study of Mandus' face, noting how much it had softened up since they departed from the carriage. Though it turned fierce again when he noticed Ace was staring at him. “Child, pray tell, what are you gawking at me like that for?”

Ace made a silly face. “I don't know … I just … why are you so grumpy?”

“Why am I so grumpy?” Mandus repeated to him in a mocking voice. “Why am I so grumpy? I'll tell you why. Because I used to life a good life, a rich life, with plenty of friends and all the riches I could ever ask for, before getting curious one day and going to discover one of those blasted Orbs. Then I ended up working with a pretty mare I find out is madwoman, and who just today, I've learned is not only an undead monstrosity, but also brought me into this world as some reincarnation from a previous life where I murdered my own family!” Mandus stopped walking and turned to Ace, snorting at him. “And that, young master Ace, is why I am so grumpy.”

Ace tilted his head. “Eh. You know, I think she made it up.”

“What?”

“Twilight. I think she made the whole “killed your own sons, brought to you to this world thing up” all up to mess with your head. I don't think you really did any of that. And even if you did, what does it matter? It's a literal past life for you now.”

Mandus took a deep breath and sighed. “I suppose you may be right, but if I did do those things … those things are what made Twilight decide to pluck me from whatever afterlife I was in. If I truly am a reincarnation of some other homicidal pony, what does that mean for me? Do I, too, have it within me to be a murderer?”

“Well, you found out about it and you haven't murdered us yet.” Ace said. “So I don't think you have in it.”

Mandus chuckled and smiled. “Thank you, young … no, I shouldn't say that. Thank you, Ace. I think you're right after all.”

Celestia came to an abrupt halt and held her hoof out. “Everypony stop.”

“Why-”

“Shh.” Celestia said. Once all of them had gone silent, they could hear a subtle hissing. Out from the darkness and the shadows, leaped a giant spider poised to bite Celestia. Celestia smashes her hoof into its face and slammed into the ground, followed by driving hoof into its neck to kill it for good.

“Eeeugh.” Sweet Heart groaned, even though she had seen several sights similar to and worse than this. “I will be so glad when all of this is over.” She winced when she heard the sudden rise of what must have been a dozen pigs squealing and oinking. “Why are there pigs in here all of a sudden?”

Ace was the first to realize the problem with this. “Wait, did you say pigs?”

Looking behind them, everypony could see Twilight's swarm of ex-con and ex-pony pigs filling in the halls of the Complex, squealing and whining as they charged in with the intent to stampede and trample over them and whatever else it would take to kill them.

Celestia remained calm in the situation, though her voice became more urgent. “Hurry! This way!” The entire grouped galloped through the halls, Celestia's horn never losing its light even as the halls got darker and the pigs got closer.

“Shouldn't we stop to do something about the pigs?” Sweet Heart screamed as she made her legs move as fast she could.

“Yeah, like do what you did to the worm to them?” Teddy chimed in.

“No. I can sense we are close to the master control.” Celestia said, her eyes focused on what was ahead of them and not the hundreds of porcine minions behind them focusing on killing them. “I have no doubt Twilight Sparkle has more of a plan than just throwing her pigs at us hoping they'll stop us. If we stop to deal with the pigs, it buys her time to plan her next move – time I do not intend to give her!” Celestia leaned forward, as if that would give her hooves extra speed, before spreading her wings and taking flight. Although she was trying to go as fast as possible, she made sure was she never out of arm's reach of her companions.

Celestia's horn let out a surge of magic, to the others' confusion.

“We are … nearly there.” Celestia said as a pair of huge double-doors came into view. They were gray, with simple carvings painted in of worms worshiping a starfish. Celestia blasted the doors open and led the group inside.

“Close the doors!” She said. Teddy and Mandus wasted no time in shutting the doors and using their bodies to barricade it from the encroaching swine.

“Ah … we've found it.” Celestia said to herself, giving herself a pat on the back. In the room was a pedestal, atop which rested an artifact like the one Celestia used earlier. Only more intricate in its shape, with more twists, and what appeared to be an Orb in place of the gem.

The door shook as the pigs rammed into it, slamming into Teddy's back. “Hurry up and grab it!”

Celestia took a tentative step towards it. She took another, but her movement slowed. She took another step before stopping.

“Princess?” Sweet Heart asked. She saw Celestia's eyes narrow into pinpricks. “Princess?”

“No, I ...” Celestia began babbling. “It wasn't my fault – I didn't mean to!” She collapsed to the ground, burying her head in her hooves. “No, Twilight, please … I'm sorry … I'm sorry ...” Celestia began to blubber and cry.

Sweet Heart was more than little perturbed to see the great, powerful, wise Celestia reduced to a sobbing wreck. “What's wrong with her?”

“The Tuurngait.” Mandus said, coming up with a quick observation. “It must be inducing an illusion into her. Children, bar the door. I'll see if I can talk her out of it.” Sweet Heart and Ace ran to the door while Mandus rushed to Celestia's side, kneeling next to her.

“Princess?” Mandus said, tapping her on the ear.

“No, please, please, I didn't mean it … it was the Orb!” Celestia continued crying. “Oh, Twilight, please ...”

“Princess!” Mandus shouted, giving her a slap across the noise. The children were awed by Mandus' audacity. “Listen to me. No one can blame you for what happened to Twilight. It wasn't your fault. You may have made mistakes ...” Mandus looked at the ground, thinking of himself and what he had done. “Mistakes with disastrous consequences. But you can't let it consume you. You have to get out of it and rise above yourself. Making a mistake is one bad thing, but not fixing is worse! So you pull yourself together and give this Tuurngait a what for and save these children from those pigs!”

Mandus's rousing speech seem to break through, as Celestia's eyes adjusted themselves before returning to normal. She stood up and resumed climbing the pedestal to the artifact. She gritted and grimaced, her horn shining as she attempted to cow the Tuurngait.

“You ...” Celestia grunted from the strain. Her horn flashed with enough brightness to illuminate the entire room before she touched the artifact. “Will … obey me!”

The Orb inside the artifact glowed an intense shade of red, before converting into a golden glow matching Celestia's own.

“Aaah!” Teddy shouted, for the pigs had not ceased their efforts to break through. “And not a moment too soon!”

“Let them in.” Celestia said as she levitated the artifact up. “Trust me.”

Teddy exchanged glances with Sweet Heart and Ace, but they did as they were told, jumping out of the way of the doors. The doors swung open and the pigs poured into the room. Celestia raised the artifact up and triggered it with her magic. The low, hissing growl which occurred during Celestia's first rescue effort appeared again and drove all the pigs into a fearful state, just like when Twilight used The Shadow's Orb on the children. The pigs, screaming and squealing, ran out from the room, leaving the group alone.

“Cool.” Teddy said. He looked up at Celestia, who looked serious.

“Now ...” Celestia said. “We take the fight to Twilight. ”

“You WHAT!?” Twilight screamed at her swine legions after they reported their failure. “Do you realize what this means? Any minute now, Celestia is going to come bursting through that door with the means to demolish us!”

“Er, Twilight?” Scootaloo asked, hoping to offer her mistress some consolation.

“N-not now, Scootaloo.” Twilight waved her hoof at her. She paced back and forth. “We need to figure out something to fight Celestia with … something to give us the advantage before they get here.”

“I think it's a little late for that.” Pinkie Pie said.

Twilight turned to Pinkie Pie, giving her a death glare. “Why … would you say that, Pinkie? And this better not be a prank or joke or anything else!”

Pinkie pointed at the window … just before the entire wall blew up and shattered into a million pieces, spreading everywhere like a fine china dish had been dropped from a great height. Celestia, Mandus, and the children stood at the hole the door once occupied, Celestia's horn smoking from the discharge.

Twilight gave Celestia a dazed, half-lidded look, as if the sight of her alone had just caused her brain to shut down. She recovered and giggled madly. “Well, well, well … so you came.”

“I did.” Celestia said, her voice as strong as iron. “It's time we end this, Twilight Sparkle.” She raised up her artifact.

“Hmph!” Twilight huffed. “You'll get no argument from me about that.” Twilight reached into her suit and produced her Orb.

Celestia and Twilight took steps towards each other, levitating their respective items just above their heads, both of them glaring daggers at each other.

The duel was about to begin.

Author's Note

Author's Notes for “Lux Tenebras”

So I brought in the Tuurngait, making this not only a crossover with Amnesia, but also with Penumbra, Frictional Games' earlier work before the Amnesia series. Some people might have an objection to this, but I feel it works.

Mainly because my original plan was to make up and introduce an OC called “The Light” as a good counterpart to “The Shadow.” which would be controlled with an Orb and that made about as much sense as bringing the Tuurngait in. At least the Tuurngait has … precedent, you know?

I also understand if some object to bringing in Celestia, as she's kind of … overpowered for a horror story. But I had planned like this from the start, so...

However, I fully admit that Celestia's speech is by far the worst example of an infodump I have written yet. Let's not try to do that in the future, hmm?

The Machine: Positum Ut Requiem

Sweet Heart kept her hooves up as long as she could from the beatings, but eventually they gave way to the pounding of the pig's hooves. She looked up, groaning from the pain. She let out a gasp, as even though they all looked more or less the same, she recognized the muzzle of the pig beating her,

“I know you!” Sweet Heart blurted out.

The pig stopped, curious as to what Sweet Heart had noticed.

“You're the pig who helped us get out of The Facility the first time!” Sweet Heart said.

“Y'all did wut?” Applejack asked.

“He helped Teddy, Ace, and I escape from here!” Sweet Heart said. She got a sense of satisfaction of rubbing Applejack's nose in it. “Now, Mister Pig, I know you're not a bad pig, because then you wouldn't have helped us. So, please … can I ask you to help us again?” Sweet Heart gave him the biggest, teary-eyed stare she could muster.

The pig looked at her and snorted. The snort came out … wrong, like it had been trying to sigh instead.

“Ignore her. Finish beating her.” Applejack told him. “Then come up here for yer punishment.”

The pig's ears went flat against its back. It looked to Sweet Heart. Which one it was going to serve? The young little girl making a heartfelt request, or the monstrous zombie pony who was going to it a beating for helping the little girl once already?

The pig made its choice. It reached out its hooves, stopping its companions from beating Teddy and Ace any more than they already had. It oinked at them, communicating, reasoning with them.

“Hey.” Applejack said. “Wut are y'all doing? Do your jobs!”

The pigs looked to each other. They snorted and guffawed, as if agreeing with each other on ideas. They left Ace and Teddy alone and broke off. They began advancing up the stairs, towards Applejack and Pinkie Pie.

“Hey.” Applejack backed away. “Wut are y'all doing?” The pigs continued advancing. They were snorting with glee at the idea of finally turning on their captors. Applejack pulled out her hatchet and slashed a pig in its face, cutting its nose. Another pig was there to take its place, rushing her and knocking the hatchet out of her hoof. It swatted her and fell her.

Pinkie Pie pulled out a knife and aimed it at the pigs. The pig rose up and knocked it out of her grasp. It picked her up and slammed her against the wall.

“Awesome.” Sweet Heart almost couldn't stand, but she managed. She waved Teddy and Ace over. “Come on, guys. Let's go get Twilight.”

The Shadow's reside continued to climb over Mandus and Celestia's bodies. On Mandus, it had reached his ribs, while on Celestia, it was just beginning to touch the base of her neck.

Above their fallen frames, Scootaloo snickered. “That's what you get for messing with Mistress Twilight's plans.” Sweetie Belle and Apple Bloom joined her in laughing.

Mandus heaved a deep sigh. “Princess, I … I feel I must apologize for not being of much assistance. I could – should have done better ...”

“Do not blame yourself, Mandus.” Celestia winced as she felt the reside stretch further, intent on engulfing her. “There was nothing you could have done.” Celestia looked around, trying to find her control for the Tuurngait. If she could just reach it somehow, she could summon its power again and use it to break free of her restraints. But it was nowhere to be found between the reside or the snickering.

“Apple Bloom, Sweetie Belle. Scootaloo.” Celestia said, which caused them to stop laughing. “In my last moments, might I ask you a question?”

Scootaloo looked at Apple Bloom and Sweetie Belle. The three of them looked to Twilight. “Mistress? Would it be okay?”

“Eh.” Twilight bounced her Orb. “Couldn't hurt. She's as good as dead anyway.”

“Why do you serve Twilight Sparkle so?” Celestia asked. “What has she done for you?”

“Well ...” Scootaloo said. “She brought us to back to life. We had an accident. She took us from the hospital and used her new science to resurrect us.”

“It let us see our family again.” Apple Bloom said. “Kept me and mah big sis together ...”

“Yes, but is that enough?” Celestia said. “Is simply being brought back to life enough to justify serving a crazed pony? All things must die eventually, even myself.”

The three of them thought about what Celestia was saying. Scootaloo frowned and shook her head. “No. No, I see what you're doing. You're trying to get us to reevaluate our morality and our choices. But it won't work! We're loyal to Twilight and our family through and through.”

Celestia closed her eyes. “Admirable, but regrettable.”

“Hmph.” Scootaloo huffed. She gave a mocking salute. “Well, goodbye, Princess Celestia. It was nice knowing you.” Sweetie Belle had her attention elsewhere, which was odd, as triumphing over the all-powerful Princess Celestia wasn't something ponies did every day.

“Uh, Sweetie Belle?” Scootaloo bumped Sweetie Belle's shoulder. “What are you looking at?”

“Oh, nothing.” Sweetie Belle said. “It's just … did we call the pigs in here?”

“No.” Scootaloo grew concerned. “Why?”

Sweetie Belle didn't give any more of an answer than just pointing at the door. And it was all the answer she needed to give. The pigs were amassing in the doorway, even though they hadn't been summoned. Sweet Heart, Ace, and Teddy were riding on top of one.

Sweet Heart smirked as a terrified understanding of the situation dawned on Sweetie Belle's face.

“Okay, boys ...” Sweet Heart said to her pig mount, rubbing its ears. “Get them!”

The pigs reared up and roared. The Cutie Mark Crusaders had almost no time to react before the pigs charged down the railway, running them over and trampling over them.

Twilight Sparkle grimaced at the turn of events. She looked around for a possible escape route before she glanced at her Orb and realized she still had the upper hand. “Ha! You may have the pigs, but it is I who has the Orb! You're still too late to save Celestia!” Twilight's jaw dropped. In the time it took her to speak, Teddy had dismounted the pig and located the Tuurngait artifact.

“Have been you looking for this?” Teddy asked.

Celestia said no words. She saw the artifact in Teddy's hooves and did what she needed to do. Taking command of it with her magic once more, The Shadow let out an unholy shriek throughout the building as the Tuurngait scratched it in their dimension. The reside on Celestia and Mandus, as always, began to recede and disappear.

“Urrgh! No!” Twilight put her hooves on her head as she lost control of the situation. “Now what?”

“Now ...” Celestia got to her hooves and steadied herself. “Now we end this.” Not wasting any more time, Celestia charged her horn and fired off a blast of magic at Twilight. The spell hit its target and an explosion ensued, blowing off pieces of railing. From the smoke, a collection of loose gears fell out and rolled onto the floor, clattering until they fell and stopped.

The smoke cleared. A gasp came from Celestia's party. Twilight Sparkle was still standing. She was in one piece, more or less. Except for the now-exposed mechanisms in her body. A gear ticked away inside her torso. Her eye was removed and revealed to be a glass lens. Her frozen heart was in a glass casing which showed the needles and points used to force it to keep beating, even though it was as good as dead.

“Surprised?” Twilight asked. “You didn't the way I kept myself and my friends alive was just pure necromancy, did you? No! It's science!”

“It's an abomination.” Celestia said.

“So ...” Mandus said. “This was how you survived … when I tried to shoot you. Dear Celestia, it seems like so long ago now.”

“You tried to shoot her?” Teddy asked.

“Wouldn't you?” Mandus shot back.

Teddy shrugged. “Good point."

Celestia began firing more spells at Twilight, who spread her wings and flew to a lower level of The Machine's workings. Celestia followed her, flying off the bridge and continuing to shoot explosive spells, even if she risked damaging the structural supports and causing something to collapse underneath Mandus and the children.

“Careful, Princess! Keep firing like that and you might hurt your friends.” Twilight taunted her, needled her. “Just like you hurt me!”

“Any hurt you may have felt is insignificant compared to the hurt you have caused.”

“Oh.” Twilight scoffed, blowing air at Celestia. “There were all – they were mostly criminals and crooks. Is it wrong of me to clean the world of filth like them?”

“Yes. They may have been criminals, but they were still ponies. They were still living, feeling, thinking beings. And you took that from them without due process or a fair trial!” Celestia's horn glowed like the sun before it launched another blast, destroying the platform Twilight was standing on.

Twilight dived around and went onto another platform. “They didn't deserve one!”

“Every creature deserves a fair trial.”

“Hmph.” Twilight quivered her lip and pouted. “What about me?”

“Except for you.”

Twilight flew away, deeper and further into The Machine's inner working as Celestia destroyed sent her destructive spells at another unlucky platform.

The noise seemed to rouse Scootaloo, who rubbed her head. She saw the children ahead of her and snarled. She charged at them. A pig came up behind and pinned her tail under its hoof. It grabbed her head and slammed her head against the railing.

“Oh my!” Twilight complained, slipping into the personality of Rarity. “All this running and sweating is doing terrible things to my skin!”

Celestia's eye twitched. “Enough of your fake imitations of your friends! They died long ago and you were the one who killed them! I will not tolerate your attempts to console yourself by pretending you are them!” Celestia fired a laser beam.

Twilight raised her Orb and had The Shadow roar. Its fleshy reside masked over the surfaces of The Machine, crawling, squiggling and squirming as it attempted to reach Celestia. Celestia didn't bother activating the Tuurngait, only focusing on blasting Twilight. She scored a lucky hit this time, as her blast caused the platform Twilight was on to cave. Twilight was caught off guard and lost both her grip on the Orb and her balance. The Orb rolled across the floor until it bumped into a power generator, while Twilight herself tumbled and slid until she was almost lost to The Machine's grinder.

Celestia levitated the Orb up to her, next to her artifact. She looked at Twilight and descended gracefully, landing in front of her. She glared down at the monster which used to be her student.

“Twilight Sparkle ...” Celestia raised the two artifacts up. Her horn shimmered as she prepared to deliver the killing blow. “Do you have any last words?”

Twilight looked up to the Princess with a weak smile. She spoke, in a tone of voice resembling Fluttershy's-

“I forgive you, Princess.”

This caught Celestia off-guard. She knew it was too late for it to hold any meaning, but … on some level, she did still desire Twilight's forgiveness. She was distracted just long enough for Twilight to roll away, dropping herself into The Machine's gnashing pit. The sound of The Machine's blades grinding against Twilight's mechanized body was enough to snap Celestia out of it. She ran away from the pit, knowing she risked being hit by shrapnel if she stood too close.

The blades of the grinder cut up Twilight's body. The blades were strong enough to push through her brass and copper and smash her to bits. Her fake wings went poof into a mess of feathers on contact. Her dismembered and disconnected hooves fell deeper into the pit, where they could presumably be recycled to make a pig.

In an impeccable display of timing, Rainbow Dash appeared with all her other companions. The acid had done terrible things to her face. The metal plate over her was twisted and warped, and the right side of her mouth was burned off, exposing her gums and teeth.

“NO!” Rainbow Dash flew into the air and surveyed The Machine's pit. Twilight was gone. Her body – or least what was left of it after she had tinkered with it - lay in tatters at the bottom of the pit. “Twilight ...” Rainbow Dash floated down, sitting next to The Machine's grinder and collapsing. “No ...”

“Hmph.” Mandus turned his head. “Good riddance, I say. Princess? Shall we deal with the rest of them?”

“Yes.” Celestia tensed up, ready to pounce the air and fly upwards. But something strange happened. The grinder's blades stopped … but no one was at their controls. Then there was laughter – terrifying, deranged, familiar laughter.

“Well!” A voice that sounded like Twilight's mixed in with a man's and a robot's spoke. “This is unexpected! It appears … I have merged with The Machine!”

“W-what?” Celestia's eyes widened. In all her long years of living, she had never seen anything like this.

“Our souls are become one. It is me and I am it.” Twilight said, which didn't explain anything. “But now … now, the way I am, I can continue my work. I can keep doing what I've been doing. I can live forever!” The more Twilight's voice spoke, the more it became clear it wasn't Twilight speaking – at least, not alone. “Do you hear me, Celestia? I have achieved mastery over life after death! Look upon me, and see a GOD! A God of Death! You will never destroy me. You will never kill me! I will live forever!”

“The Machine ...” Celestia said. “Machine … Twilight … whatever abomination you are. Know this. Know that, for your all horror, your claimed godhood, you are still a Machine. And a machine can be broken!” Celestia raised up both the Orb and the Tuurngait's control and applied her magic to both. Her eyes turned into a white light, devoid of features, as she exercised an unprecedented level of power.

Despite being opposites and despite trying to kill each other for most of the day, The Shadow and The Tuurngait seemed to have no trouble working together once both of their artifacts were being controlled by the same pony. The Shadow's reside and the Tuurngait's ice appeared in tandem on The Machine's various parts. The reside curled around it like a boa constrictor. The ice appeared around the reside and froze the parts, causing them to shatter into ice shards. This twisted combination spread throughout The Machine and even through the walls.

“W-what are you doing?” The Machine's voice asked. Twilight's voice was only a soft echo. “Stop! I command it! I AM THE GOD OF DEATH! OBEY ME!”

“You are nothing but a living tribute to my mistakes and my inability to save my student.” Celestia said.

The entire Facility began rattling and shaking, as if The Machine was protesting by attempting to bring the whole building down on them.

“If I'm going ... I am taking you with me!” The Machine's thunderous roar echoed through the Facility as the foundations rumbled. Windows cracked and shattered. Rafters in the roof bent and creaked and plaster fell down from the roof.

“Rainbow Dash?” Celestia said. She held no illusions of taking Rainbow Dash anywhere but either jail or the grave, but it was odd to see a pony watch a building collapse around them and do nothing about it.

“I ...” Rainbow Dash said, looking up at Twilight. “I don't think I want to keep living anymore without Twilight. She … she kept us going. She gave us purpose. And now, without her, there's no purpose for us anymore.”

“Twilight Sparkle … wasn't Twilight Sparkle anymore.” Celestia said. She shook her head. “What am I saying? You're not you. Continue.” Celestia turned away and flew to the children and Mandus.

“If y'all don't mind ...” Applejack said, lifting her hat. “I think we'd like to go join Rainbow Dash.”

The children and Mandus weren't willing to oblige Applejack after all the trouble she gave them. But Celestia held them back with her hoof to let Applejack and the others go down the ruined stairs.

“The only reason we were living … was for them.” Scootaloo said, gesturing to their elders. “So we'll join them as well.”

“Where are they going?” Teddy asked. He watched them go down the stairs and gathered around The Machine's grinder. “They're not … they're not going to throw themselves in there, are they?”

Celestia nodded. “They are. Come, children. There's nothing to be done about it, and we must leave this place.”

“Ha ha ha! Yes.” The Machine rasped. “Join me, ponies. Keep me – keep Twilight company.”

Teddy kept looking. He watched with awe, horror, and even a misplaced sense of pity as Rainbow Dash jumped into the grinder and let herself be cut up. The same thing happened with Applejack, and Pinkie Pie, and all of Twilight's minions and friends until they were all nothing but piles of limbs at the grinder's bottom.

Celestia and Mandus continued on their way while pieces of plaster and roof fell around them. Teddy and Ace followed them before realizing Sweet Heart wasn't with them.

“Aren't you coming, Sweet Heart?”

“But ...” Sweet Heart looked at the pig which had been so kind to Teddy and Ace and her. She put her hoof on its chin and rested her head on its neck. “What about the pigs?”

The pig looked at her. It snorted and pulled her into a hug. It pushed her with its snout towards the rest of her friends and waved at her.

“W-what?”

“I think it's trying to tell you it doesn’t want to leave.” Mandus said. “Why would it? Even it did leave, it's still a zombie. A shallow, empty existence and no longer a pony. Who would accept it?”

“But … he helped us.” Sweet Heart said. She quivered her lip at the pig to convince it to leave it with them. The pig instead showed its commitment to staying and sat on its haunches.

“Sweet Heart, I understand it's difficult.” Mandus said, grabbing Sweet Heart and pulling her away. “But if we stay here too much longer, we won't be able to leave, either. We don't have time to change his mind.”

“But ...”

Mandus ignored her, doing what he thought best for her and dragging her away. Celestia led them out of the building, using her magic to shield them from falling debris.

The parents of the children and Miss Hackney, upon being told by Officer Flathoof their children were wanted criminals for breaking and entering, organized into a search party which hunted all through Hoofington to find them. Of course, they had little luck, as soon after Flathoof told them, Celestia had taken them to the Tuurngait Complex.

However, they all felt the rumble given by Twilight's Facility as is disintegrated and fell apart. They gathered around outside the building, a safe distance away, and watched as it collasped in on itself in a glorious shower of dust and rubble. There was concern all around for their dear Twilight and her well-being.

“Oh no!”

“I hope Miss Sparkle is all right!”

“Oooh, pray the children weren't in there. Pray, pray, pray ...”

“Everypony, look!” One pony pointed to the small group walking away from the building's ruins. They all went into shock seeing who was it. There was their missing children and Princess Celestia herself.

“Oh, Teddy!” Teddy's parents rushed to greet him. Sweet Heart and Ace's parents did the same, running up to their children and hugging them.

“We were so worried about you.” Teddy's mother said. “Do you have any idea how long you've been gone?”

“Too long.” Teddy said. It didn't occur to him til this moment, but he had been living in doubt of whether he would see his mother's face again. “I promise, we won't run off like that again.”

“Until the next time.” Ace said, earning him a rebuke from his father. “What? It was a joke.”

“But that cleared up ...” Teddy's father said. “What happened here? What, did you foals just decide since we weren't listening to you to blow up Twilight's Facility yourself?”

“No, Dad.” Teddy said. “Twilight was evil! She was doing terrible things and we got Princess Celestia – oh and Mandus too I guess – and we stopped it.”

Teddy's father tsked. “Again with this story, Teddy?”

“I assure you, it is no story.” Celestia stepped forward. “Twilight Sparkle was conducing unethical, brutal experiments which served no scientific purpose but to serve her violent impulses. She butchered ponies and tempted demons, using this.” Celestia levitated the Orb and laid it on the ground. The parents and Flathoof didn't recognize the Orb, but it still left them uneasy and they backed away from it.

With Princess Celestia herself endorsing the story, the parents had no choice but to believe it. Would Celestia lie to them?

“But … all those inventions she gave us.” Miss Hackney stammered. “All the things she did – tutoring services, donations! Tax reform!”

“All an act, I'm afraid.” Celestia said. “To keep her in your good graces so you wouldn't investigate her activities.” Celestia cast her gaze upon the ruined remains of the Facility. She let out a sigh.

“What's wrong?” Sweet Heart asked. “Twilight said she forgave you, didn't she?”

“She did.” Celestia said. “But that, whatever it was, was not Twilight. Twilight died the minute I first put my hoof on the Orb.”

“Hmm.” Mandus took to gazing at the ruins with her. “So what happens now?”

“Now? Now the children go back to their parents and … do their best to live with what they've seen and try to go back to their normal lives. I will have a team sweep through the ruins of the building.” She looked at Sweet Heart. “If any pigs somehow survived, I will take them to an untouched land where they can live in peace by themselves. And I have quite a few questions to ask Officer Flathoof.” She cast a sideways glare at him. Flathoof blushed and held his copper hat against his chest.

Celestia looked at the Orb and the Tuurngait's control. “In my research, I've come to learn there are three Orbs. Here are two. I intend to find the third one and find a spell to send them back to the whatever dimension they came from. Something I believe Mandus can help me with. Something to do with an ill-fated expedition. Mandus?”

“I can.” Mandus said. He looked up wistfully. “But what shall I do after that? I have been living in hiding for so long, ashamed of my role in Twilight's plans. Now she's gone. And I … I feel guiltless. Blameless. Oh sure, I can help you with the Orb, Princess, but then what shall I do?”

Celestia looked at the ground. “You could come back to Canterlot. Start your business back up again.”

“Yes.” Mandus said. He smiled at the idea. “I could start anew. I could have ponies across Equestria know the name Oswald Mandus again. Even if it is a very un-Equestrian name.” He and Celestia giggled. “Yes, I think I shall do that.”

Celestia waved the children as they went home with their parents. “Farewell, Teddy, Ace, and Sweet Heart. I will make sure future generations know of your bravery.”

“Bye, Princess!”

“Goodbye!”

“Bye.”

Within the ruins of the Facility, a disembodied horn glowed. A disembodied, lavender horn, belonging to none other than Twilight Sparkle. It glowed and pulsated with multiple colors, rotating through yellow, white, orange, pink, and blue. It had survived, and it taken the souls of Twilight's friends inside it.

A hoof came upon the rubble and knocked the rubble loose, revealing the horn. Celestia reached in and picked the glowing horn up with her magic.

“Hmm.” Celestia said. “Clever, Monster-Which-Used-To-Be-Twilight. Using your horn to hold you and your friends' captured souls … perhaps you could regenerate yourself. Perhaps some unfortunate, unknowing pony could stumble upon you and you could whisper into their ears a plan for your revival. Unfortunately, I found you first. And you are going to be sealed away. Lock under a prison of my own design where nopony and nothing will ever find you.”

Celestia walked away with the horn in her grasp. Her first priority was to lock it up as she said and make sure it's evil - The Shadow's evil, the Orb's evil, The Machine's evil – would never be able to plague Equestria again.

And later with Oswald Mandus' help in locating the third Orb, Celestia banished both Orbs and the Tuurngait's control to another dimension, to be sure Equestria was free of their terrible influence – forever.

And thank to Mandus and her, it was.

Author's Note

Author's Notes for “Positum Ut Requirem”

Those who have read “Amnesia: The Pony Machine (Teaser)” will know that Mandus knows about the third and final Orb because that's the Orb he had the misfortune to discover in that story.

Originally, I was going to end on the scene where Twilight's horn survived the destruction and ominously glowed the colors of her friends' coats, implying they survived as well, as a bittersweet ending. The Facility gone, The Machine's gone, but Twilight will be able to return one day …

However, as I intend to retire from writing fanfiction this year, I decided I wanted to make a “closed” ending – one where there is no way I could possibly wring out another sequel. So I changed it to include the scene of Celestia discovering it before too long, thus ensuring that the Monster-Which-Used-To-Be-Twilight, The Shadow, and the Orbs will not be able to menace Equestria again.

One thing I failed to do in this story was emphasis the steampunk nature of Twilight's technology and the steampunk technology from the world of A Machine For Pigs.

And I realize the criticism with Twilight's suicide apparently leading to The Machine suddenly becoming sentient, even though there weren't any hints of it having any intelligence beforehand. I like to think it had an intelligence – but a dormant one, which used Twilight's soul as a battery to jumpstart itself.

There's also the fact that in A Machine For Pigs, The Machine is the main antagonist, and here it's … kind of a secondary, left-hand, last-minute thing that's not even really “fought” - Celestia uses The Shadow and the Tuurngait and dispatches with ease.

But yeah. That's the end of this story, this series, and any effort of mine to crossover My Little Pony with Amnesia or any horror game in general. In my opinion, it's not my best work, but it's there.

Journals: Heart Throb

Heart Throb's Journal
Entry for March 17, 1850.

Dear Journal.

As I'm sure I've no doubt complained about to you before, crime has been on the rise. Just today, one of the stalls at the market was accosted by a ne'er-do-well whom couldn't be bothered to pay for his house, let alone his fruit. Disgusting, his kind. Reaping the profits off good, honest ponies like my husband and I. It is most irksome that the common mare cannot break even for her foals without having to check over her shoulder for a petty thief.

What's that? Excuse me, Journal, but I have company . . . oh, I hope it is not another of those lowlife robbers.

. . .

I have returned, Journal, and it most assuredly is not a robber. It's a mare. A pretty mare, I might add. Fair of face and with nice, long purple hair. I mention this only because I find it strange a mare of such beauty would be on hard times like the rest of us.

She says her name is Twilight Sparkle, and she's been through a rough patch. We all have at one point, haven't we? But something particular about her stood out. She was a unicorn, but she also had wings! Like a Princess! Like an Alicorn!

Actually, now that I mention it, whenever I said the word “Alicorn,” I noticed her wince. I must make certain not to mention it in the future.

Anyways, she told me her sob story of despair, of how she lost the respect and love of most of the ponies she cared for. She did not say why, exactly, but she says her life had been turned upside down and she needed a place to stay while she gets back on her hooves. She asked if my house could be that place. She was very polite about it, but also desperate. She continued to assure me she would pull her weight in my abode, and that she wouldn't be longer than a few weeks.

I told her to wait in the guest room and wait for my husband's return home. Just to be safe, I told her she was not to interact with my children until my husband had the chance to assess her. He is a remarkably good judge of character. I mean, he did marry me, after all!

. . .

Just as I started on dinner, my husband returned. I immediately went to task, explaining about Twilight and her situation. When explanations were done, he said he would talk with her and tell me what he thought.

He left, while I continued to work on dinner. As I was sample-testing, he returned and gave his assurance that Twilight did not pose us or our foals any harm. In fact, he went so far as to say the children might benefit from being exposed to her! She might be able to teach them good things, he said!

Oh, isn't this wonderful? I can help a pony in need and get a free tutor for my darling foals as well! Good fortune is upon us, Journal!

March 19, 1850.

Twilight's tutoring is awe-inspiring! In just one session, my daughter and son's grades have gone up! Why, they might even have a chance to go to a good middle school, now! Twilight says it's because she didn't focus on their material, but on how they studied the material. Interesting . . .

March 21, 1850.

Oh my, oh my . . . a terrible thing has happened today, Journal.

Recently, at a nearby school – thank goodness it's not the one my foals attend – there was a murder. One of the students had been found, stabbed to death and lain to rest over by the dumpster. The poor thing had been murdered in cold blood, and his lone mother was very distraught. Wouldn't we all be, though, if our own children were murdered? Damn these criminal infidels. They run loose in our streets, steal our goods, and murder our children.

I can only pray the coppers can find the murder and give that poor mother some peace of mind.

March 22, 1850.

And I thought this couldn't get any more disgusting! It's one thing for an adult to murder a child, but for one child to murder another? It's unheard of! Unthinkable, even!

The detectives were able to locate and identify the murderer of the poor child yesterday. It was another student who attended the school. A smart one, no less. Apparently, he had broken into the cafeteria and stolen one of the knives used for cutting meats there, stabbed the victim, then put him by the dumpster hoping nopony would notice.

However, despite the detectives could had the evidence to prove - without a doubt - that he was the one who did, his parents came to his defense. They claimed he had a mental condition and several learning disorders, so that he couldn't have known that he was murdering at the time he did it – a plead to insanity. Rubbish. Absolute rubbish. I'd like to know how the mother of the child that was murdered felt about their defense!

. . .

Later, Twilight Sparkle helped with making lunch for ourselves, and I expressed my anger at the gall of these disgusting parents to her. As we sat at the table, she allowed me to express my rage, and when I was done, she took a sip of her tea, and said something I didn't expect.

She said she could tell whether or the child-murderer was really insane or whether the parents were just lying to avoid their brilliant child being incarcerated.

I asked how. She said she knew the psyche of the pony mind. I was impressed and surprised. Somepony who looked so ragged when she arrived understood such a wealthy degree like psychology?

Just after this, though, I noticed something about her wings . . . they looked wrong, somehow, like they had been stitched onto her after the fact rather than grown from birth. When I asked her about it, she unconsciously scratched at their bases and said she didn't want to talk of it. Very well. I shall respect her privacy.

March 23, 1880.

A strange thing happened today. When I awoke, Twilight Sparkle had disappeared, but I could not find any evidence that she had left my home for good already. There wasn't a note or paper to be found.

Later, the coppers came by my house and asked if I knew Twilight. I nervously admitted I did. They asked if I could explain why she was being so insistent on conducting her own evaluation of the child-murderer they had in custody. Deciding to protect her, I only said she was confident in her abilities. They replied to that with saying that they looked her up, but could find no record of her credentials. Hmm. Ultimately, the coppers left me alone.

I had no idea what that meant, so I asked. She said the child might have been insane before the murder, and he might be insane after the murder, but at the time he did the murder, he was sane. Now how does that make any sense!? He can be insane before and after, but not during? I'll just hope she knows what she's doing and pray for the best.

Twilight mentioned she would give my kids one of her tutoring sessions today, despite that we were just talking about murder. I find it bizarre that a pony could move her thinking from murder to education with so little . . . contrast. However, she does seem a calm and collected scholar, so I shall let it slide for now.

Later that evening, one of the pipes connecting water to our house was clogged. My husband had some experience with plumbing and a few tools, so he attempted to clean. But no matter how hard he tried, his cleaning stick wouldn't pry free the debris. Twilight came to him and offered him my potato peeler, suggesting to use it as a chisel to knock the lint loose, and then try removing it. And you know what? It worked! Oh, but now my peeler is covered in lint. Oh well. Nothing a simple washing won't remove, eh?

Say, how does a pony with no credentials do such amazing work, anyhow?

March 24, 1850

Dear Journal,

I know it is very late at night, and young ladies like myself should be getting their beauty sleep, but something disturbing has happened, and I need to unwind.

I was in my bed with my husband when I heard a commotion from the kitchen that woke me up. I stumbled out of my bed and managed to drag my hooves to the door before being startled by a clatter. I rushed out the door, only to find Twilight standing there in the light, a frying pan in her hoof and bleeding from her wings. I heard the door open and just as swiftly close.

Twilight huffed and puffed like a ferocious animal, before she turned and noticed me. Instantly, her demeanor changed and she was chatting me up. Apparently we had nearly been the victim of a robbery! Oh, drat it all! How will I be able to sleep at night, now?

I tried to ask Twilight about the blood from her wing – I thought the robber had struck her – but she waved her hoof. She said, and I quote, “Oh, it's fine. Nothing to worry about. It happens. I'll take care of it.” Hmm. This would support my idea that her wings were stitched on . . . huh.

I hope I'll be able to get back to sleep.

March 25, 1850

I once heard an old pony say “all good things come to an end.” I wasn't sure what he meant at the time, but now I do. It means that if something is good, it will eventually end, like Twilight's stay with us. My husband, children and even I have learned more than a few good things from her – the children know new study habits, my husband has been inspired by her to think of more innovative ways of handling manual labor around the house, and even I know some new techniques that will surely benefit my recipes.

But alas, when I arose this morning, Twilight came to me and said that she would be leaving today. Said she “was back on her hooves and had her strength back,” she told me. Sigh. It would have been nice having her over for just a little while longer. I was able to get my husband to press her into at least staying into dusk for dinner. She resisted at first, but eventually relented.

. . .

As we sat down and ate at the table with Twilight for what was to be the last time, Twilight made an odd comment about the events of last night.

“I hate these criminals.” She whispered into my ear. “They are akin to pigs. They wallow in dirt and mud and have no concept of neither filth nor cleanliness.”

An apt comparison, all things considered. She continued talking, eventually drifting off into nonsense, like the idea she could “rid this town of its pigs.” She added she would seek out personal retribution on the would-be robber who nearly victimized us last night.

While I'm not sure of her doing that, I do so hope something is done about this crime wave. It is most unbecoming of our fair Hoofington.

After we finished, we all regretfully waved Twilight goodbye as she headed out the door. We won't forget her or the lessons she has taught us.

March 26, 1850.

Dear Journal,

A . . . strange thing happened today. I read in the newspaper a family had been killed – their throats slit with a thick, heavy knife in the dead of night. I must make sure to increase the security around my house!

But what makes this murder so strange, so odd, and so . . . tragic, I suppose, is that it's the family of the child-murderer who was in the news a few days ago. They had argued their case to detectives and gone home, or so the paper tells me, and detectives came to further pursue the case and found them lying there, holes in their throats and shock in their eyes.

I suppose I should feel relieved justice has been done, but I can't. Is it really justice? My heart goes out to the poor mother whose child has been avenged, but does that really make it justice? She can sleep at night knowing her child's spirit can move on, but I'm not sure I can while this questions hangs over me.

. . .

Dear Journal,

I went to start cooking for my family tonight. I pulled out my silver drawer only to find that the knife I use for cutting carrots is missing.

Hmmph.

The Machine: But With A Whimper.

Celestia and Twilight held their items up high. One could feel the tension in the air on their skin while Twilight and Celestia funneled eighty years of sorrow and resentment into their intense stares.

Ace peeked his head further out. He saw Twilight's minions take a cautious step back, as though they were afraid of what could happen near Twilight in their duel. This confused him, for as far as he could see, there was nothing.

“Nothing's happening.” Ace said. He gestured to Twilight's minions. “So why are they going over there?”

Ace soon discovered he spoke too soon. There was a deep rumble within the room, soon followed by the wall of the eastern section blowing out and collapsing. The loud noise and the following rain of debris which ensued startled the pigs, who ran squealing in fear in all direction, in spite of Applejack's best efforts to corral them. “Hey, y'all! Stand at yer posts!”

Mandus observed the destruction around them. He looked at the debris and the empty space where the wall previously stood. “So … this is how the world ends.” He looked to Twilight and Celestia. “Not with a bang, but with a whimper.”

The scattering and scurrying pigs proved to be a frustration for Applejack. She, Pinkie Pie, Sweetie Belle, Scootaloo and Apple Bloom split off from their group, running around in circles as they tried to get the swine under control.

“Ugh.” Rainbow Dash rolled her uncovered eye at them. She was displeased she wouldn't be fighting with all her companions by her side, but she didn't let it deter her. She turned to the children. “All right, kids. It's time we put these games behind us.” She raised her electric hoof and began to stalk towards them.

Sweet Heart's first reaction was to back away, but Teddy threw himself in front and stood his ground. “Bring it! We've seen a lot since we came here … we're not afraid of you!”

“We're not?” Ace asked.

“Quiet, Ace. You're ruining the mood.” was Teddy's answer.

Rainbow Dash herself seem amused, chuckling at them. “Really? Really? I think you foals may not be thinking that through.” As a demonstration, Rainbow Dash charged up her hoof and slammed into the ground. Sparks of electric current flew from her hoof and traveled through the ground before fizzing out.

“Uh ...” Teddy was intimidated once more. Like he should have been. But he looked up and over Rainbow Dash's side and saw something. Twilight was moving backwards, away from the Princess. Still holding her Orb up high, she began to crawl backwards up the stairs, never turning away from Celestia, who followed her.

Teddy had a realization about what he was seeing. Looking at Twilight retreating away from the Princess, Teddy saw something in her eyes. He saw fear. Twilight – or the monstrous shell of what used to be her – was afraid. She was afraid of the Princess and her Tuurngait. Teddy was distracted by the sudden appearance of The Shadow's leftover material manifesting on the stairs. The red, squishy stuff exploded into a fountain of blood before being frozen over and cracking. The Tuurngait was overpowering The Shadow.

“The fiend thinks to retreat to her lair!” Mandus said. “I'm sorry, children, but I must leave you. I must aid the Princess!” Mandus broke into a full gallop after them, making sure he wouldn't lose them as Twilight went further up the stairs and reached a door.

Even without Mandus providing back-up, seeing Twilight running scared lit a flame inside Teddy. They were winning now. They had a chance, and Rainbow Dash wasn't going to fool him into thinking otherwise.

“We're still not afraid of you! In fact, we're going to beat you.”

“You are?” Dash asked smugly, while Rarity and Fluttershy appeared next to her.

“We are?” Ace asked again.

“We are.” Sweet Heart said, having an idea. “Follow my instructions.” She whispered into their ears.

Rainbow Dash got another laugh out of them. “Well, this is all very funny, but I'm afraid I'm not gonna just let you whisper to each other all night.” She leveled her electric hoof at them and roared as she charged.

Sweet Heart was prepared. “Split up!” The three of them split and ran in different directions, just fast enough to avoid Rainbow hitting any of them and forcing her to redirect like a bull.

“Nice try, but there's no water for me to fry myself in this time!” Rainbow Dash shook her hoof at them.

“Oh, I wouldn't be too sure about that.” Sweet Heart said. She looked around the room to make sure the others were following her instructions. Ace was running around near Fluttershy while Teddy did his best to distract Rarity.

“It is long past time somepony taught you some manners, young colt.” Rarity produced a leather whip and cracked it against the ground. Levitating it with magic, she aimed at Teddy and attempted to hit him with the whip. Teddy kept running to keep the whip from hitting her. “Grr! Stay still!”

“Why would I do that? You're trying to hit me with a whip!”

“Well, I … hmm.” Rarity paused to think.

Fluttershy narrowed her eyes at Ace. “We've could avoided so much trouble for Twilight and our home if I had just taken care of you three when we first met! I won't make the same mistake twice.” Her throat gurgling as she readied her spit, Fluttershy began chucking spitballs of acid at Ace. Ace kept ahead of them, avoiding each shot.

To rub Fluttershy's nose in it, he hummed at her. “La-la-la ...”

“You can't run forever!” Rainbow Dash swiped at Sweet Heart, who ducked and rolled to the side. She raised up her electric weapon and attempted to smash it into Sweet Heart's exposed stomach, but Sweet Heart rolled away again.

Okay … Sweet Heart thought. We've got all them all fighting, now we just need to …

She ran, circling back around and heading towards Rarity, who was still puzzling over Teddy's questions. “Why would he do that? To avoid getting hit? But he's going to get hit anyways, so ...”

“Hey.” Teddy popped over to her and reached for her whip. “Can I borrow this?”

“What? Aah! No, you cannot borrow it!” Rarity was surprised to see Teddy so close to her. She raised the whip to slap him with it. Sweet Heart ran towards her and ducked between her legs, sliding across the floor under her. Rarity wasn't any more pleased by that either. “Now what?”

“Rarity, look out!”

“What?” Rarity turned around just in time to see Rainbow Dash skidding towards her, unable to stop and with her weapon held high. Rainbow Dash's hoof slammed into Rarity's side, pumping her full of electricity. Rarity's body tightened and she -and her whip - dropped to the ground.

“You ...” Rainbow Dash was reduced to stops and stammers at the sight of her friend, struck down by her own hoof. “You're going to pay for that, little filly!”

“Am I?” Sweet Heart asked innocently.

“Yes, you are!”

What Rainbow Dash didn't realize was this was their plan from the start. Teddy reached over and picked up the whip. He had no experience with using a whip, but he was going to try. Squinting one eye to improve his aim, he tossed the whip at Fluttershy, successfully lassoing it around her hoof.

“What?” Fluttershy asked when she noticed. “Oh dear!” Teddy pulled tightly on the whip and and brought it towards him, swinging Fluttershy around like she was the lasso.

Sweet Heart smiled, even though Rainbow Dash was snorting and huffing and bearing down on her. Sweet Heart looked to the side and took off, dodging Rainbow Dash's swipe yet again. Which frustrated Rainbow Dash.

“You -!”

“Dash, look out!”

“What?” Rainbow Dash turned just in time to see Fluttershy being thrown against her will and coming towards her. There was a still bits of acid dripping from her mouth, so when she landed into Rainbow Dash's face, the acid spilled onto Dash's patched-over eye. “ARRGH!” Just the same way, Rainbow Dash had her hoof out, so when Fluttershy landed on her, the electric weapon went into her stomach, doing the same to Fluttershy as it had done to Rarity. Fluttershy dropped to the ground, unconscious, while Rainbow Dash hit the floor in an effort to wipe the acid off before it melted through her eyepatch.

Rainbow Dash coughed and spit, trying to keep the acid from leaking into her mouth. Sweet Heart, Teddy, and Ace surrounded her, standing triumphant over the twisted pony which had once hunted them.

“Good job, you.” Rainbow admitted with begrudging respect. “Figure out what we can all do … use it against us.” She looked away from them, unable to do anything but wait for the acid to drip to the floor.

“Would you …” Sweet Heart gulped, hesitating. “Would you help us? Princess Celestia told us about what Twilight did to you. How she cut you up … how she made you these awful monsters. Wouldn't you want to fight against a pony who did something like this to you?”

Rainbow Dash laughed off her response. “Believe me, kid. If we didn't want Twilight to make the … changes that she did, we could have stopped her at anytime. But we didn't. Because we trusted her and she was our friend.”

“A friend who cuts you up isn't a very good friend.” Sweet Heart said.

“That's your opinion.” Rainbow Dash said. She looked away form Sweet Heart. “But … I will tell you something. The changes Twilight made? The things she did to us. It … it changed us, inside AND out. We weren't – we're not the ponies we used to be. Not in body, not in personality and not in spirit. And we're okay with that. But Twilight … isn't.”

Rainbow Dash closed her eye. “She wanted her old friends back. You saw her multiple-personality whatever, didn't ya? She developed that, all on her own, so she could play pretend and act like we were still living good times. Some days she'd be one pony, then somepony else the next. Sometimes she would be five different pones in one conversation. It got so bad, she developed her own special super-strong medication for it.”

“But do you really like living your life like this?” Sweet Heart asked. “As a monster, snatching up ponies and cutting them up?”

Rainbow Dash sighed. “Kid, we made that choice a long time ago. Twilight's good to us. Keep us fed. Keeps us warm. When the Cutie Mark Crusaders -”

Teddy interrupted. “Who are the Cutie Mark Crusaders?”

“You've met Sweetie Belle, Scootaloo and Apple Bloom, haven't ya? Well, together, they're the Cutie Mark Crusaders. They were always trying to find their Cutie Marks. One day, long after they found their marks, they got together again for one last fling. Decided to zipline through some trees. But you wouldn't know it, their tether snapped and they fell to their deaths. We were still alive, and we … we loved those fillies. Some of them are sisters, even. So Twilight took them from the hospital and brought them back to life with the same voodoo she used on us.”

“Voodoo?” Ace asked.

“So that would explain the stitching on Sweetie Belle's leg when we found out.” Teddy said.

“This is all very fascinating, but, uh, why are you telling us?” Sweet Heart asked.

“Honestly? It's just to give Pinkie and Applejack time to get the pigs in position.”

The children turned around to see Applejack and Pinkie standing on a bridge with huge smirks on their faces. Two squadrons of pigs had been set up to flank them from either side, each pig huffing and shorting as it readied to charge.

Sweet Heart chuckled, hoping she could talk her way out of this. “Heh-heh. How are you, Miss Applejack?”

“Fine. 'Cept for tha fact some no-good filly tricked my friends into using their special abilities against each other.” Applejack said, which sunk any hope Sweet Heart might have had.

Applejack directed the pigs, pointing them at the kids with her hoof.

“Git 'em.”

“Now, wait … I'm sure we can talk about this!” Sweet Heart raised her hooves, but to no avail. The pigs began charging like a herd of rampaging buffalo.

“Ah, we can take them!” Teddy said. He reared up and waved his hooves, punching at the air. “Come and get -” He was going to say “come and get some,” but he got some all right. The pigs charged at full steam ahead and bulldozed him over, throwing him to the ground and probably breaking a few bones in the process.

“I can take 'em!” Ace said. He was wrong. The pigs bull rushed from all directions, making sure he was knocked off his hooves and trampled into the ground. Sweet Heart fared no better, as the pigs beat her down with their bare hooves until she was too weak to stand.

“P-please ...” Sweet Heart begged through the blood on her face, weakly raising her hooves for defense. “S-stop ...”

The pigs, ignoring her pleas, squealed as they raised their hooves, ready to deliver the mortal blow and end their constant intrusions to The Facility once and for all.

Twilight Sparkle continued to retreat further and further into the depths of the building, putting more distance between herself and Celestia. It was almost as if she was afraid of bursting into fire should the Princess of the Sun get too near.

“Twilight Sparkle!” Celestia roared at her. No matter how many steps backwards Twilight took, no matter how many stairs Twilight would lead her through, Celestia would follow. One step at a time. “End this game now, and I will let you come quietly.”

“Hmm.” Twilight put about five seconds of thought into her answer. “No.” She was putting on a brave face, as Celestia could see she was sweating bullets.

“Twilight ...” Celestia said. “Just give up. Just give up so I – so we can put this all behind us.” A tear formed in Celestia's eye as she recalled the circumstances which led them here.

Twilight, for a moment, seemed touched by Celestia's heartfelt request. She appeared to consider it before footsteps echoed from the previous set of stairs.

Oswald Mandus came limping the stairs, out of breath but with determination in his face. He limped next to Celestia and wheezed. “All right, you old bat.” Mandus said to Twilight. “What are you up to? What's your plan for dragging Celestia all this way?”

“Mandus?” Celestia asked. “What are you doing here? You should be helping the children!”

“Ah, they can take care of themselves.” Mandus said. “They'll be fine.”

Twilight chuckled. She rolled the Orb across her wings like a basketball and bounced it in her hoof. “Mandus, Mandus, Mandus. Don't you know how I feel about distractions?” She held the Orb up and The Shadow roared. What little lighting was in the room snuffed out completely and its shadowy, gutsy muck appeared and wrapped around Mandus's hooves.

“Mandus!”

“Arg! Get it off of me!” Mandus struggled, trying to pull his hooves out from the muck.

Twilight chuckled, bouncing her Orb on her hooves. “While you keep The Shadow from eating him, I … will make my escape! Toodle-oo!” Twilight turned around and fled deeper into the building.

“Go.” Mandus said. “Chase after her.”

“I will not leave you here to die.” Celestia used the shine of her horn as a light source. She could see the gunk traveling further up Mandus' leg. She aimed the Tuurngait's artifact at it and froze the it solid. She used her magic to begin thawing Mandus' legs out.

“If I know Twilight Sparkle, there's a reason she's doing this.” Mandus said while waiting for the ice to melt. “She's not just running blind and afraid. There's a reason she's taking us down this route of the building. She has something, a contingency, a plan.”

“If we wish to stop her, we will have no choice but to walk into her trap.” Celestia said.

Mandus looked around the room. “Say … I believe I recognize this place during my ill-fated partnership.” He tapped his chin. “But where does this path lead? It's too confusing, this place.”

“There.” Celestia said. Mandus was standing in a puddle of water now. “You're free.”

“Let us pursue!” Mandus and Celestia ran up the stairs to face their enemy.

Up ahead in the higher floors, Twilight was running around frantically. She was biting her lip and swiping her hooves along the walls. “No, not right now … I need to take my medication. I can't afford to mood swing right now!” She banged on a wall, hoping it would have a secret compartment containing her meds or a passageway so she could reach a room that had her meds. She should have known every secret door in the building – she built it – but she tended to forget these kind of little details when she was panicking and having to deal with a murder-bent Princess Celestia.

“Twilight Sparkle!” Celestia slammed her hoof to grab Twilight's attention. “Stand your ground and face me!”

Twilight just smiled and laughed at her. “Oh, well, isn't this just great. I can't find my medication and Princess Celestia is already here. Wonderful!”

“Medication?” Celestia had no idea what Twilight was referring to. “Mandus?”

Mandus shrugged. “She's never mentioned any medication to me.”

“I, uh ...” Twilight chuckled nervously. “Princess, I don't suppose you would be up to postponing this duel long enough for me to take my meds?”

“No. No, I would not.”

“Figured as much. Still, worth a shot.” Twilight raised her Orb and made The Shadow roar. Its fleshy residue began appearing and crawling over the walls. Twilight took the chance to bolt down one of the adjacent halls. But her distraction wasn't enough, as Celestia's Tuurngait had no difficult snarling at the The Shadow's flesh until it retracted and disappeared. She and Mandus ran down the same hall after Twilight, their hooves clanking on the grated hallway.

“I know I recognize this path ...” Mandus grumbled. “So where does it lead?” Celestia didn't bother to pay attention to his question. It was unimportant compared to making sure they didn't lose track of Twilight.

Emerging on the other end of the hallway only to enter another hall, Celestia and Mandus found they had, in fact, lost track of Twilight. Celestia stomped her hoof in frustration.

“Where did she go?” Celestia looked to both directions. “Mandus, you go that way. I'll go this way.” Celestia prepared to gallop down the hall, but what Mandus said stopped her.

“Wait.”

“Hmm?” Celestia looked to see Mandus had stopped moving. He was frozen with fear.

“I know where she's heading.” Mandus admitted with a sense of both shame and uncertainty. “I know where she's been trying to lead us. I recognize this path now. Where it leads ...”

“Where?” Celestia asked. She received no answer. “Mandus, where does it lead?”

“I can't.” Mandus turned away from her, closing his eyes. “It's … too painful. It's all my fault ...”

“Mandus.” Celestia put a hoof on his shoulder. “I know you feel ashamed for your role in Twilight's machinations and for being taken advantage of, but you need to put that behind you. Just like I need to put my role in her downfall behind me.” Celestia sighed, but she remained focused. “Now, Mandus. I need you to tell me. Which way did she go?”

Mandus took in a deep breath. “That way.” He pointed. “Through that door, in fact. I'll lead you through.” Mandus gulped. He moved slowly as he led Celestia to what he was sure would be their dooms.

He led her to the door on the farthest edge of the room. He peeked his head over the corner and gulped. “This is the room. She's here.”

Celestia went inside and saw Twilight, standing in front of a massive complex of machinery. There were layers, walkways, and safety ramps all over the place, leading from piece of machine to the next. In the middle of the room was a giant pit with inactive, industrial blades adorning its lip. Twilight herself was standing in front of a control panel.

“So there it is.” Mandus walked forward into the room. “The fruits of my horrific work, The Machine.”

Celestia stepped into the room, narrowing her eyes at Twilight. “Twilight Sparkle. Face me.”

“Oh, hello.” Twilight turned around, bobbing the Orb in her hooves. She rolled it and spun it, playing with it like it was a toy instead of a channeling device for demonic forces. “Enjoying the view, Celestia? Behold, The Machine! Get a good look, because after I'm done with you, you're going to go INSIDE and become one of my loyal pigs, just like all the criminals I've caught!”

“I will never be loyal to you.” Celestia said.

Twilight tossed the Orb up and caught it again. “That's what they all said. But they've proven loyal enough.” She smirked. Then she twitched. She shook her head, placing a hoof on her temple. “Ugh … no, no, not now. Agh!” Twilight shook her head again.

Celestia looked to Mandus. “Do you know what she's doing?”

“Not a clue.”

“I'm … changing … personalities!” Twilight's voice went into a high-pitched imitation of Rarity's accent. “Well, hello, darlings! How do you do this fine morning?”

Celestia took a step back, clearly frightened by Twilight's crude imitation of her friend's former life.

“No, wait, wut Ah mean to say is ...” Twilight continued, veering into Applejack's voice. Twilight slapped herself to regain control. “No! I don't mean any of that! Arg. This is all YOUR fault, Celestia! I told you I needed to take my meds! But did you listen to me? NOOO. Just like you didn't listen to me when I said we needed to leave the Orb alone! None of this would have happened if it wasn't for you!”

Celestia snorted. “I will understand you being upset with me for my actions, Twilight Sparkle. But when you attempt to blame me for your failures, for your own wrongdoings, that is where I must draw the line.” Celestia marched towards Twilight. She raised up her artifact.

Twilight did the same, lifting up her Orb. The Shadow roared. Behind Twilight, The Machine also roared, like a duet. With The Shadow's roar, its residue began manifesting on the walls and many surfaces of The Machine's various parts. With the Machine's roar, the bladed pit began whirring and spinning, ready to dice up all potential victims for fresh meat.

“This ends here.” Celestia's artifact glowed with magical power. Ice began forming around the bridge, crawling up its sides and cornering Twilight.

“This ends when I say it ends!” Twilight responded, her Orb glowing the same way. The Shadow residue appeared around her hooves and spread out. The reside met the ice head on and the two substances began to wrestle for dominance on the bridge while their controllers – The Tuurngait and The Shadow – hissed, growled, and struck at each other in their shared shadow reality.

Twilight appeared, for the first time, genuinely worried about her chances. The ice was surrounding her. The only way for her to flee was to end up in The Machine and possibly its grinder if she wasn't careful. But she saw something which made her smile.

“What are you smiling about?” Celestia grilled her.

In the doorway they had entered, the heads of the Cutie Mark Crusaders popped through.

“Ready?” Scootaloo asked.

“Ready!”

Scootaloo, Sweetie Belle, and Apple Bloom leaped out of the door, tackling Mandus and burying him under a dog pile.

Celestia, always caring, turned around to aid him. “Mandus!” Unfortunately, this left her vulnerable to an attack from behind. Twilight launched a spell from her horn which hit Celestia and sent her tumbling to the ground.

Now in control of the situation, Twilight briskly marched towards Celestia and held her Orb up high over her fallen form.

“That's it.” Twilight said. “This is the end. I win, Princess. You lose. Mandus loses. Those irritating brats lose. And you're ALL going to be thrown into The Machine and made into pigs!”

Twilight activated her Orb, and the Shadow's residue begin reaching towards Celestia, climbing over her hooves and consuming her.

Author's Note

Author's Notes for “But With A Whimper”

Slightly shorter than the chapters had been up til now, but it fits. It's the next-to-last one, after all.

The next and final chapter should be up soon. Hope the ending I have planned turns out okay.

Due to their short length, I considered combining this chapter with the next one. But I decided it was okay to keep them separate.

Let me know if you think otherwise and I should have combined them.