The Elements of Unity

by Gremlin Grenade

Rating: teen
Tags: Original Character, Adventure, Slice of Life, Main 6, My Little Pony: Friendship is Magic, Dark, Sad
Length: 49916

Master Plan, a mysterious and cunning soldier, plots to start a revolution against the royal sisters

The revolution has begun. Ponyville lies in burning ruins, and the devious Master Plan now marches on the Celestial throne. Alliances will be forged, secrets will be revealed, and the face of Equestria will change forever...

Published 2012-03-13 01:44:02 UTC
Last updated 2012-07-03 17:11:38 UTC

The Beginning of the End

Twilight cringed behind her eyelids as the rising light threatened to pry them open. The welcoming warmth pressed itself against her face, slowly encompassing her entire body. She tried to pull herself out of reality, back into the pleasantry of her dreams, but the world around her beckoned for her to wake. The delicious smell of cooking entering her nostrils, the rhythmic rumble and crackling of her home…

Her eyes shot open as she realized the source of the light. Raging fires consumed the library around her as she fought to regain consciousness, struggling to assess her surroundings. The smoke had left her short of breath, and her desperate huffing had not left enough air to scream. Tears welled up in her eyes as the world around her burned to ash, threatening to consume her in a blaze of fury.

As the smoke poured into her lungs, she could see darkness creep around the edges of her vision once again. A loud crack heralded the movement of a large burning beam, and a silhouetted figure approached from the collapsing entrance. The shape of a pony, wreathed in a flowing coat, stepped in her direction. Its figure was pitch black against the light of the flames, except a pair of glowing red eyes, which burned brilliantly in the light of the fire. It appeared the devil himself had come to claim her as she slowly left the land of the living.

“Steady your breathing, Twilight Sparkle,” a deep, powerful voice emitted from the pony, as she closed her eyes and tried to gain some composure. A familiar ringing sounded as Twilight felt herself pulled by the force of magic, feeling almost as though the air itself intended to carry her away. She tried to push through the haze of her mind as she tried to piece together recent events. Her heart stung with regret as it slowly came back to her; the conflicts that broke out, the injuries suffered, the battle that ensued. She fought back the tears as she slowly realized what she had done in all this, and what she had committed herself to.

As the air around her cooled, Twilight allowed herself to slowly open her eyes, trying to get a grasp of the here and now. A blob of magical energy swam around her shoulders as she was pulled away from the twisted wreckage that was once her library. As she turned her head, she saw Spike’s unconscious body, dragged away by the same magical force.

The grim details of her rescuer returned to her as she looked back towards him, his draping black trench coat and military cap shining in the light of the fires that consumed Ponyville. The gray stallion returned the look, flashing a sincere, yet still sinister, smile towards her. His crimson eyes shined in the firelight, almost appearing to burn with a light of their own.

“Are you alright, Twilight?” his frightening voice carrying with it a concerned tone. “Take a moment to breathe, give me a nice, deep breath.” She sat up on her haunches, pulling as much air as she could muster into her chest. “That’s it; let the clean air into your lungs. A couple more.” She exhaled and sucked in a few more full breaths before feebly returning the smile.

The smile quickly vanished from her lips, however, as Spike’s unconscious body caught her eye. “Is… is he going to be alright?” her tone was fraught with worry.

“He should be fine, Twilight. Dragons can take a lot more punishment than we ponies can.”

She let the smile return to her face as she caressed the young dragon’s cheek with motherly affection. She let her mind remain in the company of her old friend for a while longer, before turning her attention back to the burning chaos that surrounded her.

The houses and shops that once littered Ponyville were now naught but kindling furiously roaring as the cracked and collapsed in on themselves. Most of the town’s inhabitants had fled at the first sign of danger, but there were still the rare few trying to gather their belongings and loved ones, hurriedly scurrying about the streets. The burning air almost smelled of fear, almost as strongly as it smelled of hate.

Twilight’s thoughts returned to her as she remembered what part she played in all this, and therefore what part she chose to play from here on out. Her emotional outburst would have her branded a rebel, a traitor to the throne, a violent malcontent. The tears welled up in her eyes as she realized that her choices had broken her off from her old life; from her family, from her country, from her beloved teacher and princess.

How did this all happen? How did it get so bad? Why did Celestia’s agents threaten her friends, sparking the fires of hate in the peaceful town of Ponyville? Why did everypony succumb to chaotic anger rather than rationality? And what in the name of the sun compelled her to respond so violently? Why did she, in a single act, betray and leave behind all she had stood for all her life? Was it for a greater cause? Was it for her friends? Was it because she had fallen into the madness that surrounded her, acting on impulse rather than her beloved rationality? Regardless of why, Twilight solemnly realized she had turned her back on her princess, her family, and her kingdom today, and there would be no going back until this all came to a close. For all their supposed calm and control, the Royal Equestrian Guard incited a wave of violence and madness upon everypony she knew, and it would not end until one side in this was finished.

Twilight’s thoughts were broken as she felt the warmth of a hoof pressing against the top of her back. As though he could see into her thoughts, the red-eyed pony gave Twilight a short nod, both reassuring and frightening in its resolution. She wiped a tear from her eyes as a group of familiar faces approached from the smoke. From her left came a pair of pegasi, one tall and slender, the other grizzled from the mess. From her right a tall zebra. Behind her a large crack rung out as a dark red earth pony burst from the wreckage of a collapsing building.

None of them had been in Ponyville long, except of course Rainbow Dash, but after recent events Twilight felt like she knew them as well as some of her oldest friends. They were so different from her other friends, too, so quiet and solemn. Now, trials she could hardly comprehend stood before them, and her choices had thrown her in with them. Twilight’s world was collapsing, the power of friendship and harmony dissolving at the weight of chaos and hate, and a new world was being built in its place.

The crimson-eyed pony looked upon his works with a fire inside that matched those that burned around him. The smell of charred wood filled his senses, and gave him a sense of peace out of the chaos that he had birthed. Part of him wanted to turn back, to fix all he had broken and mend wounded hearts, but he knew it was no longer possible. Too much momentum had been gained, and revolution would commence.

The fall of Ponyville was the beginning of the end. It was the herald for a war that would shake Equestria to its very foundations, rattle the pillars of a several-thousand year old government, and test the notions of love and harmony. In the coming days, nopony would be innocent, nopony would be safe, and nothing would ever be the same. And it all started when a stranger in black arrived in distant Stalliongrad…

The Stranger in Black

[Courage is the key that releases us from the prison of fear. When hope fails, bravery must prevail, lest one fall into the quiet annals of history. The strength to remain driven in the face of failure is one that few master, but it is necessary to persist through the struggles of life. Though one may be kind, though he may be great, if one is not brave, he shall slowly vanish, with the passing of time.]

A quiet scraping was the only sound among the vast landscape of rocks, snow, and dirt, a lone maroon stallion working in the fields. The earth pony was a burly figure, larger than the royal guards of Canterlot and almost twice the size of most ponies. His apparent strength was only amplified by his cutie mark, a mighty sledgehammer, and his stern, tireless, demeanor.

The gray clouds above choked out the sky and reflected the dim Stalliongrad landscape, blanketed with a sheet of dirty snow. The cold of the air choked out any scents, leaving nothing but the bitter tint of dirt to enter the nostrils. This far outside the city, all was silent and unmoving, more dead than calm. Even the great city of Stalliongrad behind him, it’s cold gray structures towering over the fields that lie among the outskirts, seemed deathly silent.

Steel Hoof was working the rock farm fields, dragging a large pile of rocks by plow as the cold bit at his skin beneath his coat. He was used to the weather, being a pony of labor, and was not as warmly dressed as others in the area, wearing thick coats and wrapping their heads in wool scarves. He looked to the mountains outside town, thinking about the ursa and the relatively new danger it presented.

Winter was always harsh in Stalliongrad, but this past year had been especially rough. Not only did the Hoofs have to deal with the usual cold this year, but the nearby ursa had become increasingly hungry, and therefore violent.

“Is this where I can purchase some quality rocks?”

Steel Hoof’s ears perked up at the sound of another’s voice breaking the silence. As he turned his eyes towards the source of the sound, a grey pony, his eyes covered by a wide-brimmed fedora and cutie mark nearly covered by his long, dusty trench coat, stood at the edge of the fields. The shady pony’s voice was deep and scratchy, and clearly lacked the thick accent of the locals. Steel Hoof scoffed at the obvious nature of his question, feeling taunted by this stranger. It had been a long time since he had any real business, other than a few sympathetic neighbors.

“You not find gems here, comrade. Diamond dogs, and little dragon young, they steal the good rocks when the farmers aren’t looking.”

“But this is a rock farm?”

“I don’t have time for pointless questions. If you want rocks you should head west.”

“Well then, could this be where I acquire the services of a strong workpony?”

Turning silent, Steel Hoof stopped his work and turned to the pony. The pony’s hat hid his eyes and his coat covered the most of his body. His fur was a darker shade of gray, and his cutie mark displayed a black chess piece, a king.

“And what would an outsider like you want with a simple rock farmer?”

“Let’s just say I have a large establishment that needs crumbling.”

“I wouldn’t know anypony who could do that sort of work.”

“Oh but I think you do. I’ve got an intriguing proposition, and I know a grizzled veteran would be just the pony for the job.”

“Then you are mistaken, I know of no such pony. Even if I did, I am needed here, with family. You will be going on your way now.”

“Oh don’t worry; little Silver will be taken good care of while you’re gone. I’m not heartless, after all.”

Steel Hoof stiffened at the implied threat, slowly trotting over toward the stranger until he could see his eyes. The grey pony had dark orange hair jutting out the front and sides of his hat, and glistening, crimson eyes- not unheard of, but certainly uncommon.

“You will be going on your way now,” he asserted again, this time with a much more threatening tone.

The gray pony ignored his implied threats as he began to strut around the farm, looking at the various rocks as though inspecting the status of the place.

“Do you know why your land is plagued with harsh weather, roaming thieves, and now dreaded ursa?” Steel Hoof continued to stare, the fire in his eyes growing with each word. The stranger continued his speech, undaunted by Steel Hoof’s apparent fury. “Celestia, your beloved princess and omnipotent goddess, has forgotten you. The lands to the south remain clear and pleasant, unmolested by the beasts that plague your lands.”

“Perhaps she know that Stalliongrad ponies are strong, comrade. We not high maintenance like those southern weaklings.” Steel Hoof’s response was harsh and curt; he was losing his patience with this presumptuous stranger.

“I have no doubt that your kin are strong, but you’re not invincible,” he gave Steel Hoof a glance before chuckling, “well, not all of you. That’s where my proposition comes in. I wish to remove our…’selective’ tyrant from office and replace her with a more suited pony.”

“And you think you are such pony?”

“I make no presumptions about my ability to rule an empire; that bridge will be crossed when we come to it. I simply wish to be a catalyst for change, and you’re going to help me.” Steel Hoof’s anger was reaching a boiling point now. Who was this pony that he would assume Steel’s involvement in something as extreme as a complete takeover of the Equestrian government?

“You’re going to help me,” the stranger continued, “because I am going to alleviate you of your ursa problem.” Steel Hoof’s anger was replaced instantly with shock. “With the ursas gone, your beloved sister will be relatively safe; she won’t need you to protect her.”

“What of the rock farm?”

“Oh, please. We both know you only tend this farm to occupy yourself, your sales aren’t even enough to support the family. I’m sure you have some friends here who would be more than happy to take care of the town savior’s family.” It was true; the Hammers were good friends of the Hoofs, if he were to go away, they would look after Steel’s grandfather and sister without hesitation.

“Really, the ursa’s just a bonus. Removing Celestia from her throne will bring pegasus ponies back to Stalliongrad, you will finally have some control over this morbid weather, and your people can feed their children without worry once more.” Steel Hoof’s stare was not broken, but the stranger could already see that he was considering his offer.

“I know nothing about that, but if it means little Silver Hoof will be safe, I will go along with your offer. But know if you fail-“

“If I fail I will either be dead or long gone, so you have nothing to lose. Oh, and one more thing, please call me Mr. Midnight”

=============================================================================

Steel Hoof had realized they were just outside the ursa’s cave while he was still trying to figure out how this Mr. Midnight had got him into coming along. It was one thing to let a complete stranger get eaten alive, but Steel had never anticipated his life would end following a foreigner to the lair of one of the most feared creatures in all of Equestria. Though he still didn’t trust Midnight, there was something about his voice that felt reassuring and charismatic, as though he knew exactly what was going to happen before it did, and so Steel found himself here, in a predicament truly desired by nopony.

With the two of them were two of the town guards, as well as the sheriff, whom the locals called the commissar. The commissar, Gray Spear, came at the behest of Steel Hoof, to ensure the foreigner didn’t stir up trouble, though it appeared his shivering lackeys were less than eager to inspect Midnight’s behaviors at such a close proximity to the ursa lair. They approached the cave from the side, Midnight going first, and peering into the depths of the cave to get a better look.

“Ah, just a minor; this should be even simpler than I thought.”Steel Hoof could sense the commissar’s anger at this stranger’s dismissive nature; any sane pony would not call the death of even an ursa minor simple.

After surveying the area, Midnight turned to Steel Hoof, “I need you to go over by that dense group of trees. Commissar, you-“

“Oh no, you won’t be ordering me around. I’m just going to follow you.” Before Midnight had a chance to even look at the other guards, Gray Spear continued, “And they are going to stick with me.”

“Commissar, you want this ursa nonsense to end, don’t you?”

“Well, yes, but-“

“Then how do you expect me to get this done with only one pony?”

The commissar ruminated over this for a bit, before turning to one of the frightened guards. “Perchevski, you remain here.”

“Actually I need him on the other side of the cave.” The commissar rolled his eyes before nodding to the now very confused soldier.

“Once you get there,” Mr. Midnight continued, “I need you to shout into the cave.”

“But that will wake him up!” the soldier clearly had no intention of deliberately endangering himself on this mission.

Midnight glared at him, annoyed, “we have a much better chance of slaying an ursa minor out here, in the open, than we do in his own cave! Just do what I tell you and you’ll be fine!” The guard was clearly hesitant but complied anyway.

“Now, I will head up this hill a ways, where I can charge the beast from behind. Commissar, if you care to join me than head this way.” The three remaining ponies moved some ways up the incline to the side of the cave, so that they would not be exposed to the mouth, but would gain momentum charging the beast from behind.

Once every pony was in position, Mr. Midnight waved to the soldier standing at the mouth of the cave. Timidly he looked inward towards the dark depths. He whispered feebly inside multiple times, before wincing away and trying again.

Fed up with Perchevski’s meek behavior, Midnight leaned over the mouth of the cave and shouted below, “BOO!”

His bellow did nothing to stir the beast inside, but it easily roused the guard into a panicked frenzy. Perchevski’s terrified screams echoed through the acoustic walls of the cave, and were soon met with a roar that truly was to be feared. Looking to the ponies beside him, Commissar Gray Spear readied his saber.

“Alright men, today’s the day we rid ourselves of this disgusting monstrosity!” He looked to the cave to see the gigantic bear charging through the entrance, “Charge! For Stalliongrad!” He was so caught up in his fury that he didn’t even notice Mr. Midnight sneaking up, away from the charge, towards the top of the cave.

Gray Spear drove his saber into the ursa’s back calf, but this ended up doing little more than irritating the massive beast, which proceeded to crush the commissar and his companion without effort. From atop the cave’s entrance, Mr. Midnight drew a serrated dagger from one of his coat pockets before leaping onto the ursa’s back. Galloping up the creature’s spine, Midnight thrusted his dagger into the base of the ursa’s neck. The ursa roared in anguish, now wounded in a much more sensitive area, and with a potent poison now coursing through his nervous system.

Midnight was forced to shout to be heard over the creature’s frenzied roars, “NOW! STEEL, KICK OUT HIS LEGS! BUCK OUT HIS LE-“ his shouts were cut short as the beast managed to slash him across the face, tearing his hat in half and causing him to bleed profusely. With his one clean eye, he managed to see Steel Hoof charge forward and deliver a tremendous buck to the leg with commissar Spear’s saber still lodged in it. With a wail, the ursa buckled, falling forward, positioned so it’s open mouth came crashing down upon a large pine tree, which quickly burst out the backside of the ursa’s head. Content, Steel Hoof walked over to his new partner, who was tending to the fresh wound to his eye.

“So, Mr. Midnight, you have killed the great ursa minor. I suppose we are now partners, yes?”

“Please stop with this Mr. Midnight nonsense. I’ve been misleading you, Steel, my real name’s Master Plan.”

“And it was your ‘master plan’ to have three of my comrades killed, then?” Master Plan grimaced at the large pony’s implied sarcasm.

“It was. This was a matter between you and me, and I’d rather not lead any others on to my intentions if it is not necessary. Do not get me wrong, I do not make mistakes.”

“Then that scar across your eye, it was also intentional?”

“I do not make many mistakes.”

It was then that Steel Hoof noticed another scar, one across the pony’s forehead. This one was x-shaped and stitched across its length; in the center was a fairly deep crevice. He then realized the true reason for the gray pony’s eccentric clothing; it was clear that his new companion had some secrets.

“And that one, was that scar deliberate?” he asked, gesturing to the x across Plan’s forehead.

“No, it originally housed this,” Master Plan drew a small grey cone from one of his coat pockets; a unicorn horn. “Our first order of business is getting it back in its rightful place.”

“And how do you suppose we do that, comrade? We can’t simply shove it back in, no?”

“We cannot, though our resolution is rather simple,” Plan stated as he picked the late commissar’s hat and placed it on his head. “Zebra Magic.”

End Chapter 1

Over a Kettle

[He who lacks conviction has already failed. It is what drives us to complete our goals, what makes leaders great, and what causes us to blindly wade towards our own doom. A nation driven by a sense of conviction can overcome any obstacle, trample any foe, and successfully ignore its own failings at any cost.]

Though Steel Hoof had returned to town to ensure his family would remain safe during his journey, Master Plan had not joined him, instead waiting outside of town; he had no intention of attracting any more attention to himself than he already had. They began their trek southwestward, Steel Hoof pulling a cart carrying the provisions the duo needed for their trip.

Within three days of travel, the scenery changed drastically, now resembling a large savannah. Steel Hoof was astonished at the pace that two ponies could achieve if they lived off their own provisions, not stopping for trivial needs. Still, he hardly trusted his new traveling companion, more so with each passing day, as he slowly realized the magnitude of Master Plan’s ambitions.

“So, I take it from scar that you were unicorn once?” Steel Hoof had never been good at breaking the ice with other ponies, and his statement garnered a much more negative reaction than he expected.

“I am a unicorn. Just because I had my horn taken from me doesn’t make me an earth pony.” Now the shoe was on the other hoof, as Steel Hoof himself was now offended.

“What is wrong with being earth pony?”

“I didn’t say there was anything wrong with it, I am simply proud of my heritage.”

“And I of mine. Or do you think filthy earth ponies have nothing to be proud of?”

“Don’t put words in my mouth, I simply desire to return to my original power.”

“Power? Do you know what I think, comrade? I think you don’t need silly magic to be powerful, I think who took horn from your head was right!”

At that, Plan stopped his pace, glaring intensely at Steel Hoof. The earth pony realized he had crossed a sensitive line, but also that this new companion of his had more secrets to hide. He was sure this was not the last time this sort of confrontation would occur between them, and that he may have to overcome his usually brazen nature if he did not want to be left alone in a foreign land.

“At least both of us are pony! Not like crazy griffon, or filthy zebra!” He chuckled, trying to ease the mood.

It hadn’t worked. Master Plan’s expression remained intense and detached as always, as he gestured his head towards the woods ahead. “I’d get the rest of that out of your system, if I were you. Where we are headed may not be the friendliest territory for ponies as it is, and I hear it’s the ignorant ones that make the tastiest stew.”

As the pair neared the tree line, two zebras revealed themselves from the thick of the grass. Though it did not appear to be tall enough to hide a pony, these guardians appeared well practiced in sneak attacks, and it is likely that most ponies did not get the chance to become alerted to their presence at all.

One of the zebras whispered something incoherent to the two ponies, and though he did not understand their language, Master Plan decided to speak. “I am here to speak to Kataro.”

The zebras’ ears perked up upon hearing that name, and one of the two shouted something to the other. The two zebras started moving towards the rear of the two ponies, spears now raised in their mouths, and two more descended from the woods ahead. The zebras shouted and gestured towards the woods, and one of the first two poked Steel Hoof in the flank, and while the earth pony displayed his discomfort with their invasive behavior, he was conscious of their numerical advantage and complied. Master Plan was much more cooperative, appearing surprisingly at ease with the situation, though Steel Hoof considered that this may be another ruse of his to put the zebras off their guards.

As they were led into the forest, the two ponies spotted a variety of structures protruding out of the trees above. Walkways and bridges connected the trees of the forest, while the ground was littered with huts decorated in various masks and totems. Ahead of them waited a herd of zebras, headed by an incredibly old and decorated mare, and a tall and glaring stallion. Before the ponies had the chance to speak, the elder was shrieking in a foreign tongue, hissing and spitting at the new guests. Though he knew nothing of their language, Steel Hoof believed he heard Kataro, the name mentioned by Master Plan earlier, as well as the name Celestia, though he did not know how the princess had anything to do with their arrival.

Once the older zebra stopped, the stallion stepped forward. “What type of visit are we paid, by ponies, from a land so far away?” Though he spoke common equestrian, Steel Hoof understood this zebra barely any better than the last.

Master Plan, on the other hand, seemed to quickly get the swing of things. “Your name is Kataro, is it not? I’ve heard that you concoct potions unmatched by any other.”

“Indeed, I am known for my brew, but there will be none for the likes of you,” the zebra sneered at his inquisitor. “Instead, I think, we will cook you!”

Kataro gestured with his hoof, which was met with excited cheers throughout the tribe. Several zebras moved in, spears in their mouths, to tie up the two ponies. Though Master Plan was clearly aggravated by this lack of cooperation, he was not so foolish as to attack a group of angry, armed zebras with no armaments of his own. He quickly received a blunt force to the back of his head, and fell to the ground, unconscious.

Steel Hoof, on the other hand, put up a brazen resistance from the start. He turned to one of his assailants and delivered a fierce buck to the head, letting out a loud cracking noise. This caused some of the others to hesitate, reeling back a step, and giving Steel Hoof the chance he needed. He charged forward, head-butting another zebra, and started to turn around for a proper buck when he felt a sharp pain in his side. One of the zebras had sunk its spear deep into his flank, narrowly missing his cutie mark. He yelled out in pain, and started to turn to his attacker, but instead met one of Kataro’s front hooves. The blow caused Steel Hoof to fall to the ground, where the zebra leapt to pin him down.

“Please, fight us some more,” he smiled at the downed workpony tauntingly, “so you may see my skill in war.”

Despite these taunts, Steel Hoof stubbornly continued to resist. Flailing hooves staved off attackers trying to tie up the furious pony, and it was not until a flying rock struck his head that the workpony finally fell unconscious.

================================================================================

When the duo awoke, they were tied to a log spittle carried by four zebras. Master Plan looked about him, and saw that they were being carried through a large hut, what was probably the zebra equivalent of a town hall. In the center of the expansive room was a large kettle, tended to by Kataro, and surrounded by eager zebras of all shapes and sizes. Foals yelped while their parents glared at the trespassers, many displaying a sinister smirk across their faces. Though he still wore his coat, Plan saw that Kataro was wearing his hat, exposing his secret. More disturbingly, though, was the grey horn tied around his neck. Master Plan’s mind raced as he tried to figure a way to escape his predicament. With his hooves bound, there was little he could do to break free, and even if he did, he was trapped in a room of angry zebras. Behind him, Steel Hoof was already trying to wriggle the ropes around his hooves free.

“You’re making a mistake here, Kataro,” Master Plan finally said, “I’m here to help your kind.”

“What do you know of our strife, living a simple pony life?” the zebra angrily replied. “You ponies live so happily, while my people live in poverty!”

“I know, Kataro. I know of evils the sun goddess has committed, of the neglect she shows all but the chosen few. I can help you, I can return your people to the life they deserve.”

“You talk a big talk, my little pony, but I think I know when I smell a phony. You speak words of revolution, but never have such plans come to fruition.”

With that, the zebras continued their march to the steaming kettle. They rested the spittle on two large forks. One of the zebras hoisted an axe, ready to plunge the two ponies into the depths.

“And now, your fate belongs to me; any last words, before we eat?” A sinister grin stretched across Kataro’s face. Master Plan knew that his words held no weight while he remained in this predicament. No, what he needed now was nothing more than extraordinary willpower.

Plan squinted intensely, clearly struggling, but made no noticeable movements or gestures. Kataro’s face went from anticipation to confusion as he wondered what this strange little pony was attempting. Suddenly, the horn resting around his neck began to glow white, and levitated slowly in the air. A similar glow surrounded the large kettle below them, and soon the pot began to shake. As it swayed back and forth, the zebras in the room started to panic. Before any of them knew what to do, the giant kettle tipped, spilling the boiling liquid out and searing the flesh of the axe-wielding zebra. Kataro stared in disbelief; he had believed (no, he knew) that a unicorn had no magical power without their horn. And yet this little pony was apparently accessing what little magical reserves he had left through sheer willpower. Even Steel Hoof was gripped in awe as their hopeless predicament turned to a possible escape. But Master Plan had no intention of escaping at this stage.

It was not long before Kataro ordered the ponies’ bonds cut, his eyes still wide in disbelief. “Even when I knew I won, you achieved what could not be done!”

“I appreciate your flattery, but my achievement was naught but simple chemistry. Every unicorn has magic flowing through his entire body, and though it mostly centers in the horn, it is possible to access what remains if a unicorn find himself without it. Though it is not usually enough to achieve anything significant, I suppose the dire nature of my situation helped me use what I had in me..

“You, little pony, have true spirit; the tyrant Celestia will come to fear it.” The zebra was now grinning warmly, now respectful these two ponies.

“Then, you will aid me in my endeavor?”

“I hold no resentment in my heart; today, our time as allies starts.”

============================================================================

After only a few hours, Steel Hoof was already growing restless. He was used to constantly working on his rock farm, and the past few days had kept him busy with the continuous walking. It was the first time in a long while that he genuinely had nothing to do, and it was eating at him. As he paced around the zebra village, he grew more and more anxious, until he felt something hit him in the leg. A white rubber ball that the village foals were playing with flew astray of their game and collided with the large pony. Though he hardly minded the disturbance, the foals that were playing looked to him with wide eyes, dreadful of any wrath they may have incurred. Instead, he responded by playfully bouncing the ball back in their direction. This caused most of the little zebras to feel more at ease as they continued playing, but also gave the pony an idea on how to resolve his restlessness. As the foals continued to play, nearly all of them were surprised to see the large red earth pony run in and scoop the ball away, laughing as he bounced away from the little fillies and colts. He was surprised at their innate speed, but his size made their game of keep-away a sure challenge for the little zebras.

At the height of their game, a stray shot launched the ball into the woods. Steel Hoof tried to assure the foals he could retrieve it on his own, but between the youngsters’ enthusiasm, and a lack of any mutual language, several of the young zebras followed the earth pony into the woods. The shiny white ball was not difficult to find, and one of the zebras quickly pointed out the brush it landed in. As Steel Hoof approached the bushes, however, something else caught his eye. From out of his peripherals, Steel Hoof spotted a yellow figure, hiding in the tree, lying in wait. Realizing it had been spotted, the jaguar leapt out of hiding, giving Steel Hoof barely enough time to evade its attack.

“Run little ones! Get back to your parents!” The gap in language did not stop the young zebras from understanding Steel Hoof this time, and they darted back towards the zebra village. More interested in pursuing a meal that it could easily catch, the jaguar darted after the foals, Steel Hoof hot in pursuit.

Significantly slower than the speedy jaguar and the athletic zebras, Steel Hoof arrived back in the village just in time to witness the jaguar lunge for one of the zebra colts. It had already dispatched one of the village guards, and proceeded to slash the neck of the young. The colt’s mother screamed in agony at the loss of her child, while the anger inside of Steel Hoof reached a boiling point. The jaguar started to turn away from its meal at the sound of galloping hooves, and was facing Steel Hoof’s direction just in time to find his head crashing into its face. Reeling from the blow, the jaguar was thrown off its feet as a buck from the earth pony’s back hooves shattered its ribs. Despite its injuries, the jaguar managed to return to its feet, and lunged at the large pony, sinking it claws deep into his back. Steel Hoof let little more than a grunt escape his lips before he turned the situation on the large cat, leaping off his hooves and crushing the jaguar beneath his back.

==============================================================================

A spear from one of the village guards into the cat’s neck finished the beast off, but this did not stop Steel Hoof from furiously stomping on the body, furious not only at his personal failure, but at the violent conditions these creatures lived in.
In his personal hut, Kataro had already started on the potion needed to aid his new friend when Master Plan entered, his hat back on his head. “Please, my friend you are welcome in, it is time, now, that we begin.” He presented Plan with a small wooden cup containing the swirling mixture, “please drink this and be steady, this potion will make your body ready.” As the drink passed over his lips, Master Plan felt every inch of his body changing. His muscles loosened, and he felt weak, and very numb. The zebra took the gray horn off one of his shelves and placed it on a diagram in the dirt. He then gestured master plan over to another symbol next to his horn before turning to him “In this spot you must remain, though this process will bring great pain.”

It was true. Once Kataro began his chanting, Plan immediately felt as though his insides had been lit on fire. He desperately wanted to flee, every inch of his body crying out to escape this misery, but his muscles wouldn’t budge, as though he was locked in place.

The horn levitated off the ground, glowing green, before fitting itself into the crevice on Master Plan’s head. As it fit into place, a loud, suction-like sound rang out, and he felt as though someone had driven a sword through his skull and deep into his brain. Suddenly, memories of his past flashed through his mind, causing the unicorn to let out a piercing scream. As his horn found its way back into Master Plan’s body, all of his achievements, failures, loves and losses flashed before his eyes, and, for a moment, he was certain he was dying. But, with a flash of green light, the horn was re-attached, now surrounded by a hideous x-shaped scar.

“There was pain, I did not lie, by my skills will always satisfy.” He scooted a kettle of water toward Master Plan to use as a mirror. Reeling from the initial shock, the pony staggered a moment before looking into the reflective surface. Though he initially smiled at the operation’s success, this was quickly replaced by a cold grimace.

“The scar, it’s still there! Why!?” His crimson eyes seethed with anger as he turned to Kataro.

“I will not be scolded by my guest, healing that scar was not your request!” Master Plan realized what he said was true, and began to calm himself. His ferocity was soon replaced with a deep sadness, and he slowly turned back to the water kettle, inspecting Kataro’s work once again.

“This scar, it has a lot of memories associated with it. Memories I would rather forget.”

Kataro walked over to the unicorn, and placed a hoof on his back, “We all carry with us our own pain, but the past, my friend, will never change.”

Master Plan looked back at the zebra, “Well, you have paid up on your end of the bargain, and so it seems we will not see one another until this is all over. I bid you farewell, my friend.”

“Do not be so hasty, my pony friend, our time together is not at an end.” Kotaro smiled back. “Your words earlier were so enticing, let us together, start this uprising.”

==================================================================================

Steel Hoof’s wounds were a much simpler ailment to cure for the witch doctor. After consuming a particularly distasteful concoction, the stab wound on his flank had completely healed, as had the claw marks in his back, and the blow to his head had only done superficial damage. As the trio left the zebra village, the foals ran out to wave goodbye to their new heroes.

Steel Hoof looked to Master Plan, “So we are to topple the walls of Canterlot with but three ponies?” He had already returned to his sour demeanor.

“For a rock farmer, your certainly can be impatient,” Plan snapped back. “We have just a few more stops left, before revolution begins in full swing.”

“Well, where shall we go, that harbors allies you already know?”

“For our next stop, we head to Trottingham.”

The Trottingham Heist

[One who keeps to his duty shall not fear the bane of choice. The dutiful must meet the needs of the many to keep the pillars of civilization strong, and must be prepared for the sacrifices strength demands. When all keep to their duty, the vice of stagnation is second only to the glory of prosperity, but it must be to stand united.]

“… and the little foal never walked again!” Steel Hoof’s guffawing was met with awkward silence as his attempts at humor failed once again (though it was a somber moment indeed when it was left to him to lighten the mood.)

“I do not mean to be rude, but your jokes aren’t very good,” Kataro couldn’t help but point out what was obvious already, in hopes that it might put a stop to Steel’s depressing humor.

“Why do you do that?” Steel Hoof’s seemingly unprovoked agitation caught Kataro off guard.

“Do what, my friend, we’re quite the same; would you care to explain?”

“Do THAT! Your talking, it is so strange!”

“You think my speaking is so strange? Perhaps it is you who should change!”

“Bah! Always with the rhyming! Why not talk like regular pony?”

“Look here, in case you forgot, a regular pony, I am not!”

It had been this way for the past four days now, the two of them arguing, with Master Plan caught in the middle. Though Steel Hoof didn’t completely trust him, either, the arguments between them were fewer, as the smaller gray pony chose to keep to himself, only speaking when they needed to stop or change direction. Though he rarely spoke, Master Plan heard everything, and he about had it.

“Enough! You both sound absurd, and we’re all exhausted! Trottingham is only a few miles away, so let’s stay quiet the rest of the way while I prepare a plan.” The sudden outburst surprised the travelling companions, and Kataro remained silent. Steel Hoof, on the other hand, had no intentions of his pride being snuffed so easily.

“Speak for yourself! I could travel three more days before I tired!” Sticking his chin up, he beamed with pride on his strength.

“Excellent, the two of us will ride in your cart while you use your surmountable strength to carry us the rest of the way!” Master Plan had called his bluff, returning the earth pony to his usual sour demeanor; his brow furrowed his eyes half-closed.

“I wish to help however I can, so tell me, what is your plan?” Kataro intended to change the subject to something more productive.

“Our objectives here are twofold. First, we need a disguise for you, Kataro. While you may go relatively unbothered here, the further we head towards Canterlot, the more suspicious you will appear. Second, we need to increase our ranks. While Trottingham will appear pleasant enough on the surface, it has an underbelly of crime; one we must expose. That is where we will find our new allies.”

=============================================================================

While not a particularly large city, Tottingham was bustling with activity. Ponies from all around were trading at the ports, while the newly built factories were attracting the attention of unemployed ponies and curious traders alike. Rows of homes and shops lined the cobblestone streets, while posters advertising inventions of all varieties adorned the walls. Smokestacks jutted over the horizon, and the town palace rose out among the industrial landscape. The seasonal commotion made it easy for the otherwise fairly conspicuous trio to move about the town unnoticed; couriers called out the evening news, while loud factory whistles and ship bells rang out over the humdrum of chatting traders. Master Plan looked skyward, toward the billowing smoke of the freshly built structures, and thought of home.

“Kataro, I’m going to leave your attire to you, while Steel Hoof and I seek out these ‘esteemed associates’ of mine. I trust that, despite your people’s tendencies, you will avoid anything too eccentric?”

“You do not even need to ask, of course I can complete such a simple task,” The zebra felt slighted at his companion’s apparent distrust of his judgment. Master Plan ignored his friend’s tone and turned about, looking for his first indication of shady activity, unaware of Steel Hoof’s smug grin.

“So, little Master Plan cannot go to face these ponies on his own? He needs big friend to keep him safe? Would you like that I carry you there as well?” Steel Hoof was enjoying his ally’s apparent moment of weakness.

“While these criminal types tend to be reasonable enough, they do occasionally have the inclination to break into practically unprovoked bouts of violence. However, with a pony as large as you at my side, I feel these ruffians may be less inclined to do so.” As Master Plan expected, his companion beamed with pride at the remark, almost engulfing his smugness entirely.

===========================================================================

Finding the underbelly of the city was easy enough. While the criminal element of Trottingham had once been a very secret organization, with the emergence of the new factories, they had taken a much heavier interest in the livelihood of the town’s citizens. Criminal operated unions and corrupt factory owners had made tracking down Sly Dog, the leader of one of the major criminal organizations, surprisingly easy to do.

Tipped off from a disgruntled union worker, Master Plan and Steel Hoof found themselves heading towards the oldest section of the Trottingham docks late into the night. Beneath the floors of The Rapscallion Stallion, the two ponies found Sly Dog and his associates, gathering for a routine meeting. The details of the meeting, though, would be anything but routine, Master Plan intended to ensure.

The two ponies blended in with the usual rabble at first, the grunts drinking and singing upstairs while the gang leaders organized their newest industrial operations. “So, you’re the one called Sly Dog? I thought you’d be taller.”

The gang leaders went quiet as they simultaneously turned in Master Plan’s direction. Though they initially appeared as though they would gut this intruder without a second thought, their expressions were more welcoming, if not much, when their eyes fell upon Plan’s bulky associate. At the head of the table was a gruff but young looking pony, wearing a green pinstripe vest and black bowler cap, with a wooden pipe in his mouth. “It’s not the wisest ‘ting to join one of ‘me parties uninvited. Tell me, wot does a tosspot like you want wit’ a lad like me ‘self?” Sly Dog’s gaze was cold and piercing as he tried to analyze the eccentric intruders.

“My name is Mr. Midnight, and I want little more than to do a little favor for your group here.”

“Really? And what do you think ya’ can do for me?”

“I can see that your industrial operations have been going well, but I’m sure it’s been too long since you have had any real activity. Your men are probably getting restless, and if you don’t act soon, somepony is going to do something stupid. I have a job that will not only prove lucrative; it will keep your men in check.”

Sly Dog gave him a cold look. Who was this pony, to be so presumptuous about his operations? And why was he dressed in such depressing garments? One thing was for sure, he was smart. Everything this Mr. Midnight said was true, and Sly Dog had been trying to find a way to keep his men in line for some time. But he didn’t trust strangers, and he knew that nopony in this town did anything for free, not anymore. “An’ suppose we did this little job of yours, what would you want in return?”

“You don’t believe that I’d offer an opportunity like this out of the kindness of my heart?”

“No, I don’t.”

“Very well then, you caught me. I’d like full access to the manufacturing capabilities under your control in the southwest quarter. You can keep running them as you are when I’m not using them, but there are a few things I’d like built. And since it’s out in the open, I’d like access to the factories before this job is complete.”

“No Dice, I don’t even know if dis’ job of yours is legit. Tell me, what is it that you’ve got in mind?”

“The heist of Trottingham Palace, of course.” Master Plan’s statement was met with roaring laughter from the group, though the room quickly returned to its previous silence when everypony realized just how serious this stranger was.

“Eh, boss, dis lad’s buggers!” one of the hoodlums from the table called out. “I think we should toss ‘im off the docks, see ‘ow smart he is ‘den!”

Sly Dog was on his subordinate before he even realized what was going on, “don’t ever tell anypony, outside the gang, wot’ yer thinkin! You got that?!” The hoodlum pony was pinned against the table, the smoke from his boss’ pipe billowing in his face.

“Err, right boss, wot eva you say!” The gangster was shaking in both fear and disbelief.

“Now den, how do you suppose we go about dis’ little operation of yours?”

“Boss! You can’t be serious!” Sly Dog glared at the perpetrator of this second outburst, shocked that his initial display of violence wasn’t enough.

“Dis’ ‘ere lad seems like a smart enough bloke, I’ve decided we give ‘im a run for his money.” He turned to Master Plan, “But you know, if you botch ‘dis up...-”

“Don’t worry, I don’t make mistakes. In fact, as a gesture of good will, I won’t even get your ponies involved until all the preparations are complete, so if anything goes wrong, your hooves will be clean.” Having gained the gangsters’ interest and cooperation, Master Plan leaned in and started going over the details of his plan.

=============================================================================

The tall halls of Trottingham palace always brought a nostalgic sense to Royal Valor, her eyes tracing the intricate architecture along the repeating archways. Her mind drifted to better days, when her father trained her in the Equestrian royal guard, when she served under Duke Braveheart. His son, Duke Trueheart, was an honorable enough pony, but he lacked the conviction of his father. No, the new duke was little more than a fearful colt, and though his intentions were good, he let the growing mayhem bully him into submission time and time again. Now he summoned his trusted captain once again, and Royal could only wonder what new problem he had devised for her to correct.

Her senses returning to the present, Royal Valor straightened her posture as she approached the doorway. Such thoughts were unfair, she concluded, the Duke had enough difficulties with simply managing the city, especially in this new age. Besides, he had always looked up to her like an older sister, and treated her with respect and admiration. As she stepped through the door, Trueheart was seated in his throne, his head resting against his fore hoof in contemplation.

“You sent for me, milord?” Royal Valor’s voice was soft and welcoming, properly accompanying her angelic appearance but belying her history as a warrior. She was tall for a pony, though not as tall as the royal sisters, with long, slender legs and exceptionally large wings. Her long golden mane accented her gleaming white coat perfectly, though the majority of it was currently hid under her helmet. Though still in a grim state, Trueheart let out a sigh of relief upon seeing her; her words of strength always brought him comfort.

He was not sure that even her council was enough this time. “Thank you for coming here, Royal. I can hardly keep these cursed industrialists in line these days.” He looked into her shining green eyes with haggard grief, “when those eccentric Flim Flam brothers arrived here, I thought these machines were the greatest thing to happen to my city. Now it seems all they do is push me around.” Royal Valor did her best to look concerned, though inside she couldn’t help but feel disgusted. “It’s Moneybags; he wants to build his factories in the northeast quarter. I tried to reason with him, tried to tell him that the jobs he creates are no good if he destroys homes in the process, but now he has those ruffians backing him up.”

It was true, the increased gang activity was becoming almost impossible for the guard to monitor, and the industrialists knew this. What was worse, the gangs that were in the open were hiding behind these big investors, making them very difficult to hunt. “Sire, you can’t let these businessmen trump your authority. Your family has been leading this city for generations, and they are required by celestial law to submit to your word.”

Trueheart smiled at his age-old friend, always so strong in her convictions. Since they were foals, she had protected him, and he wished nothing more than to have her resolution. Alas, his heart did not hold the strength hers did, he had seen too much corruption and greed, he thought, to ever return to such innocent courage.

“Milord, you should really speak to your councilors about this, I’m really not qualified to-“ Royal was cut short by the sound of a hurried gallop down the hall.

“Captain, a courier brought this to the gate, they said it was for your eyes only!” Royal Valor opened the rolled parcel. Her eyes widened as she scanned the contents of the letter.

“Gather the troops, private; we’ve got vermin to hunt!”

=========================================================================

Under the cover of the night, Sly Dog was able to slip over the gates with ease, but he still had his suspicions. If Mr. Midnight was to be trusted, the guards would be away from the gates, letting at least a dozen of Sly’s men into the castle unnoticed. He felt like an idiot for trusting a stranger even thus far, but upon further inspection, it appeared that his new associate had held up his end of the bargain. There was not a guard in sight, and all around his men were dropping silently over the gates. In front of one of the large, stained glass windows, Mr. Midnight stood waiting, his large companion nowhere to be found. As Sly Dog approached him, he gestured to the nearby side entrance to the building. “The keys are on the roof.”

“Charlie, you know wot to do,” Sly Dog nodded at a dark blue pegasus pony wearing a top hat. The pegasus flew up to the castle rooftop, and found the key ring hanging on the end of the gutter. He flew down and unlocked the door leading to the castle undercroft, and a cavalcade of ponies dressed in black sweaters marched through the open door.

Once inside Sly Dog could see that the treasury was not far away. After having navigating through the undercroft unnoticed, the gang came up in one of the castle’s many corridors, just down the hall from the castle throne room. The treasury should be in a hidden room behind the Duke’s throne, with Sly’s prize inside. He ducked back into the undercroft as the torch of one of the patrolling guards lit up the hallway. Sly gave a nod to one of his associates and the shady earth pony brandished a switchblade from the sleeve of his sweater. As the guard passed by, the gangster snuck up behind him and quietly slashed the guard’s throat. The group of criminals silently headed towards the throne room, inspecting their surroundings as they walked.

The throne room looked like one might expect; the throne overlooking a large marble room with a long table, the walls opposite adorned with tall stained glass windows of heroes past. Its grandeur rivaled that of the royal palace in Canterlot, though the throne itself was significantly smaller than the princess’. Sly Dog walked up to the wall behind the throne, where a large carving of a pony knight battling a fierce dragon. The two masterminds inspected the carving, trying to decipher its secrets. Master Plan’s brow rose as he noticed the crest of the knight’s shield, the cutie mark of the sun princess. He pushed the insignia with his hoof, and a series of gears churned, pulling the two sections of the wall apart and revealing a vast and wealthy treasury. It seems, Sly thought to himself, that all this industry has been good for the Duke’s pocket.

As Master Plan entered the treasury, the ponies around him stopped, and Sly Dog turned around to face him, flashing a sinister grin.

“It seems, my esteemed associate, that dis’ is where our partnership comes to an end. You see, I can’t really afford to offer up services of my factory, when it’s raking in so much money! It’s not really my factory anyway, so you’d have to take it up with good ol’ Mr. Moneybags!” He nodded to the switchblade pony, who once again brandished his weapon and started to advance on Master Plan. “Oh, don’t look so upset, old bean! They don’t call me Sly Dog for nuffin’.”

“Really?” Master Plan raised an eyebrow, “Because after this display, it would seem they do call you Sly Dog for nothing.” He returned a smirk of his own, and his eyes appeared to glow red with malice. “I, on the other hand, have the name Master Plan for a very good reason.”

Almost as if on cue, Equestrian guard ponies started to storm the vault, brandishing ornate spears and flooding the vault with light. “EVERYPONY ON THE GROUND!” Royal Valor’s earlier softness was nowhere to be found, as she ordered the guards to capture each of the criminal ponies. Some of the hoodlums resisted, but Master Plan simply brought his head to the floor and placed his fore hooves on his head, still grinning maliciously. “Check their marks!” Valor barked at her men, as the guards inspected the flanks of each prisoner.

“This is ‘im sir.” One of the guards called to Royal Valor after inspecting Master Plan.

“You, you can go.”

“Might I have a word with you first?” His apparent smugness agitated her, the fact that one of her friends lie dead in the hall was reason enough to lock this stranger up.

“I have an investigation to finish here, I don’t need any more interference.”

“You surely owe me at least this much.” Against her better judgment, she ordered her troops to continue the operation while she granted this stranger an audience.

As soon as Master Plan approached the guard captain, she felt uneasy. His glowing crimson eyes and almost depressing attire gave the pony a very sinister air, one which wasn’t helped by the surprisingly calm tones of his voice. “What is it you want, a reward?” She couldn’t help but bark at the red-eyed pony.

“Nothing so simple, I assure you.”

“Then what!?”

“I want what you want, captain. I want justice.” These words put Royal Valor a little more at ease, as the levity of the situation set in.

“And you saw justice achieved today. Thank you for your contribution.”

“Your welcome. However, I’m a large thinking pony. This catch may have helped your progress for the next couple months, but we’re not getting to the source of the problem.”

“And what is the source of the problem, Mr...”

“Plan. Master Plan. And the source of our problem, captain, is the government. Our national government, run by our omnipotent overlords, has been unable to keep the wealthy of this town in check, keep the gang problem under control, or keep your people safe. If you, as I, want true, lasting justice, it is necessary that we make some changes to this nation of ours, and I think you are a more than capable catalyst.”

Royal was clearly offended by the implications of this stranger. “Choose your next words carefully, good sir. My family has served the Celestial throne and protected this country for generations, and I’ll be cursed before I let somepony make me go against my vows.”

“I understand completely, and for generations, your family did the right thing. But, let me ask you, what do you do when ‘serving the throne’ and ‘protecting this country’ are not in the same interest?” It was becoming evident that there was little Master Plan could do here, so he turned to make his exit. “I’ll leave you with that, and it is up to you to think about it.”

==========================================================================

When he arrived in downtown Trottingham, Master Plan was more than a little surprised to see the nature of Kataro’s disguise. His new garb made him look no more like a pony than before; instead he was draped in metal trinkets and tribal designs. If anything, he stuck out more now than before.

“What is this?! I thought I told you to gather a disguise!” Master Plan was practically seething with anger.

“You see? I tell you, ‘this is not disguise, this is not what we want’ but you do not listen!” It was evident that Steel Hoof had been arguing with his zebra companion for quite some time now, though now Master Plan felt he had more than just cause.

“I am a chief in my native land, and so, my garments must be grand!”

“No! They must be simple! How are we to avoid detection if you are dressed like… that?!” He paced back and forth, trying to figure a way to resolve this unexpected issue. “You take them back, you hear me? You go back to the shop you got those and you return them!”

“Steel Hoof here insisted the same, yet the shopkeeper demanded, all sales remain!”

Master Plan pulled his hoof down his face in frustration. Let’s just hope, he thought, they've seen a zebra down by Everfree before.

========================================================================

As he looked over the papers across his desk, Holy Justice couldn’t help but frown. The usurpers’ trail had been growing hotter every year for the last decade, but recently, he couldn’t find any trace. There was the possibility that the rebels had grown scared and ran off, but he knew they were smarter than that, and besides, his organization hadn’t taken any steps to eliminate them yet. The off-white unicorn adjusted his monocle as he looked over his notes again, trying to find what he missed. His investigation was interrupted as the door suddenly burst open, his assistant panting in the entryway.

“Mr. Justice, sir, you’re going to want to see this!” She could barely get that much out before needing to catch her breath.

Despite the sudden outburst, Holy Justice looked up from his studies slowly and deliberately, before addressing his assistant in his usual condescending tone. “What is it, Cleric?”

“There was a robbery at Trottingham palace!”

Justice raised an eyebrow before returning to his work, “that isn’t our department, dear, take it up with internal affairs.”

“No, sir, the robbery was foiled, but the nature of the arrest-“ Before she could finish, Justice levitated the related document out of her saddlebag and over his desk. As he looked over the notes, his eyes widened and a smile broke across his face. It wasn’t long before his keen mind formed the connection.

“Cleric?”

“Sir?”

“Prepare my chariot. I intend to pay this captain Valor a visit.”

End chapter 3

Railroad Rampage

[The weight of our crimes is not to be measured by our peers. Who is one who condemns, and destroys in the name of condemnation? The righteous are those who follow their heart, thoughtless to the just and unjust and mindful of their dreams and ambitions alone.]

The train station was exceptionally busy, with the commotion surrounding the arrest. Newsponies from all around were showing up to shed light on the situation and report on the now exposed corruption in Trottingham. While this made it easy enough to schedule an exit without attracting too much attention, it also resulted in unbearable delays as the small station had difficulty dealing with the huge influx of arrivals. Master Plan had originally intended to escape the city via the docks, sailing down the river-line, but his bust had put unexpected pressure on the ship captains by the guards. Instead, they would take the train; a normally undesirable means of travel both because of the slower pace they would be travelling at, and the relative ease with which a train conductor could keep track of individual passengers, making it all the more difficult to remain anonymous.

Steel Hoof was forced to sell his cart and some of the goods inside if they were to take public transportation, which was something he was none too happy about, though the three agreed that the funds they received out of the sale were well-needed. Kataro also managed to sell some of the jewelry he had bought earlier; he now only wore a few rings around his hooves and a shawl with tribal designs, helping him fit in more, if only slightly.

It wasn’t long before Master Plan began to grow fidgety and impatient. While it was true that his recent efforts were considered by many to be nothing short of heroic, he didn’t want to attract any more attention to himself or his compatriots than necessary, lest some reporter find out his real intentions. As he waited at the train station for their ride out to finish repairs, Master Plan paced back and forth, tapping his hoof impatiently. They had somewhere to be, and his gut told him that they didn’t have much time…

===============================================================================

When she heard of the visitors arriving from Canterlot, Royal Valor’s first reaction was that of frustration. While she was grateful of such esteemed guests, recent events had already stretched her thin, and she wanted nothing less than more high-society types to interfere with her work. As she approached the Duke’s throne room she found that their guests had already met with the Duke, and were investigating the scene themselves.

“Royal Valor, is it?” The unicorn by the open treasury addressed her without turning, “you were the one leading this valiant arrest, correct?” Seemingly finished with his inspection, he turned to face her, “It is a pleasure to meet you. My name is Holy Justice; I’m with the department of kingdom security, and I have a few questions regarding the nature of this incident.”

Royal was shocked to find such a powerful organization involved in her affairs. “I assure you, Lord Justice, the local guards have everything under control; we should have the entire gang cleaned up by the end of the month.”

“Oh, I’m not questioning your abilities. I simply wish to know the nature of the arrest. From my understanding, it was an inside job, of sorts. Is this correct?”

“Yes sir, a civilian set up the whole operation.”

“And do you know this pony?”

“No sir, he wasn’t one of the locals”

“Could you describe this pony, captain? What did he look like?”

Royal thought back to the other night. “He had red eyes, and a grey coat. His cutie mark was a chess piece but his clothing made his mane color impossible to tell.”

“And I am to gather that it hid his breed as well?” As she thought about it, this was also true. His hat hid any possible horn, while his trench coat covered where wings would normally be. In fact, for all she knew, the gray pony could be an alicorn.

Holy Justice seemed to catch on to her line of thinking as he chuckled out loud. “Don’t worry; I’m sure his breed is nothing out of the ordinary. I have one more question before I take my leave: did this unknown pony speak to you? Perhaps tell you his name?”

Royal Valor thought to what the mysterious pony said the other night. She knew he was dangerous, that much was for sure, but there was something about him that made him seem sincere, genuine. Against her better judgment she played stupid with this Canterlot official. “No, sir, he said nothing.”

She couldn’t tell if he bought it; his expression hardly changed. “Hmmm, curious. Well, I suppose we’ll be off then, thank you for your cooperation.”

As the unicorn and his assistant began to leave, Royal Valor stiffened. She had her suspicions, but she hardly felt the incident warranted a visit from Canterlot. “Excuse me, but what is all this about?”

Holy Justice raised an eyebrow. “Well then, you’ve been cooperative enough, I suppose you deserve some answers. I have been tracking a pony by the same description for several years now. His name is Master Plan, though we suspect that to simply be an alias. What we do know is that this pony intends to harm the royal sisters, and perhaps usurp the celestial throne. We know he is very intelligent, and should be considered very dangerous.” He stopped for a moment, as though a thought just occurred to him, “If you discover any new information about this pony, please inform my department via ‘dragon mail.’”

As the officials left, mixed feelings stirred within Royal Valor. What they said was surely true, Master Plan had made a point of telling her so himself. He was dangerous, and what he planned was treason. But he had also handed her one of the most notorious crime bosses in all of Trottingham, and left despite receiving no reward or recognition. Master Plan wanted revolution, she was sure of that, but she wasn’t sure if that was necessarily a bad thing. She tried her best to clear such thoughts from her head, but she couldn’t shake this feeling of guilt. Her thoughts were interrupted by the footsteps of the Duke, who had returned from a meeting and Royal Valor returned to her post.

===============================================================================

Master Plan leaned his head against the window, watching the rapidly changing scenery. While the train had left a full hour and a half late, the trio had made it safely aboard and were almost a day out of Trottingham. Steel Hoof and Kotaro sat on the other side of the train car, playing with some dice that Steel Hoof had managed to sneak out of The Rapscallion Stallion. Fortune played in Kataro’s favor, though, and the large earth pony soon found himself losing his hard-earned bits. Master Plan sat in a contemplative state, reflecting the events that had just occurred. There was a chance, he was aware, that Royal Valor would not take him up on his offer. While everything did go according to plan so far, there was still a chance that the guard captain would choose to hunt him rather than help him. In that regard, he took a large risk by using his real name, but it was the only way he could be sure to earn her trust. Even if she choose to accept his offer, she would be wary of him for a while, and it wouldn’t help his cause to tell her he had been lying about something as simple as his name.

His mind also fell to the future, to what he had planned ahead. He hadn’t told his allies the next stage in his plan, and, in truth, this next stage may take months. His current companions didn’t fully trust him yet, he could tell, but the closer they headed to Canterlot, the happier the citizens were with Celestia’s rule. As their train headed southward, he thought of the ponies he would have to “enlist,” to complete his objective. To complete the elements of unity.

His thoughts were interrupted by the sound of a stallion’s voice, amplified with a megaphone. “This is the department of kingdom security, you are hereby ordered to stop this train at once!” Master Plan hoped that the engineer would panic and keep moving, but he was quickly jolted forward as the wheels started to screech to a stop.

When he peered outside, he saw a group of pegasus ponies flying alongside the moving train, along with a regal white unicorn being pulled by a flying chariot. “Steel Hoof, get to the front of this train and make sure it keeps moving; no matter what!” Master Plan was frantic to reach his destination; he had come too far to be stopped by another pony’s cowardice. He leapt from his seat, racing to the car behind them. Kataro, catching wind of the situation, followed closely behind.

Steel Hoof had to shove his way to the front car through a plethora of curious and panicking ponies, but with his size he managed to reach the engineer’s car well before the train had stopped moving. When he reached the front, he saw the engineer, confused as anypony else, peering out the window, his hoof on the brake. Steel Hoof was relieved to find that, while many trains were pulled by a group of larger ponies like himself, this one was mechanically powered and he would only need to convince the one pony to continue moving. “Do not stop!” The engineer was startled by the roar of the massive passenger, and his hoof slipped off the brake as he turned around. He started to turn back to the controls, desperate to regain his grip, and Steel Hoof saw that he needed to act fast. “These ponies, they are imposters! They are not real government ponies!” He saw in the engineer’s eyes that he wanted to believe Steel Hoof, though he himself would admit the bluff was certainly an absurd one.

“They’re not?! But… look at that armor! Who are these ponies?” The engineer was growing more nervous every second. Despite the absurdity of the situation, Steel Hoof realized he could keep the train moving with just a little more convincing. “No, they are criminals! They want to hurt the passengers on this train! We will handle them, you just keep train moving! Get there on time!”

The engineer looked around worriedly as he tried to assess the situation. “Yes, Mr. Punctual would… I… I don’t want to lose my job!” and with that he returned to the controls of the train, his hoof remaining off the lever.

Outside, Holy Justice frowned when he saw the sparks beneath the train wheels disappear; it appeared that they would not stop. His resolve regained slightly, however when he saw the black figure climb to the top of a nearby train car. Master Plan himself, his trench coat blowing against the wind, galloped to meet these pursuers. Behind him, a tall zebra followed, quickly catching up to the smaller pony. “Ah, so you’ve come to meet me!” Holy Justice called out over the noise of the vehicle. “So you’re Master Plan? I suppose you’re about what I expected.”

Master Plan was shocked at this remark. Who was this pony, who supposedly knew so much about him? He figured that it was possible Royal Valor dispatched a group of guards to capture him after all, but, based on her earlier hesitation, he did not expect the response to be so quick. “I suggest you leave now if you want to live!” He knew he wasn’t in much of a position to call out such a bluff, but it was the best way he could think of to test this pursuer’s resolve.

He didn’t disappoint. “I’m afraid not, in fact the only way this little game can possibly end is with you dead or in captivity. And personally, I don’t care which you chose!” Master Plan was both impressed and infuriated with this lawpony’s bravado. While he outnumbered Plan and his companions fairly severely, he would either have to know very little about his enemy or have a few tricks up his sleeve to attempt such a bold move.

The cars behind Steel Hoof rattled with a flash of light as some sort of explosive hit the rear of the train. He expected it to be a magical attack, though he had seen the use of many different cannons and missiles while in service to Stalliongrad. Either way, these were foes to be reckoned with. The earth pony quickened his pace as he raced to help his friends.

The fireball the white unicorn fired would have surely caught Master Plan, if Kataro had not caught him in time to avoid it. As it was, the shot merely singed his coat, as well as taking out a sizable chunk of the train car. As he regained his footing, one of the armed pegasi lunged for them. Master Plan dropped to his stomach to avoid the blow, but Kataro managed to grab a hold of the pegasus’ spear, using his momentum against him to writhe it free and send him flying. Master Plan also returned fire with a fireball of his own while still off his feet, though this volley was far less sizable than the one sent at him, partially due to the constant telekinesis he had to maintain to keep his hat on. Holy Justice managed to doge the shot, though one of his companions was not so lucky and crashed into the countryside in a ball of burning feathers. Kataro had already found himself engaged in spear-to-spear combat with another one of the guards, and Master Plan was finding that they were in a very compromising position.

==========================================================================

Royal Valor paced down the castle halls nervously. She had nearly come to a resolution, though it was one that the better part of her disagreed with. Holy Justice had only left about an hour ago; if she was going to act she needed to do so soon.

When she entered the armory, Lieutenant Scarwind, Royal’s second in command, had been waiting, just as she had asked. He stood stiff and at attention, but his eyes revealed his confusion and worry. Royal didn’t blame him, her flustered and hasty attitude surely came off as unsettling for those under her command recently, but she had some very important decisions to make and virtually no time to make it. “I appreciate you meeting me on such short notice, Lieutenant. Time is short and we have important matters to discuss.”

“What is this about, captain?” The lieutenant’s nervousness found its way out as his captain looked him sternly in the eye.

“I’m stepping down from my office, lieutenant. Possibly indefinitely.”

“Stepping down?! But sir, I-“

“There’s no time for questions, lieutenant, just listen. I need you to take over my station as captain. The guards here still need a leader, and Trottingham will be looking to you to be its protector. Can I count on you to perform my duties in my stead?” Royal could see the hesitation in his eyes, the fear of such a heavy burden. But she knew that he was capable of this weighty task, and, in her heart, she knew what his answer would be.

Scarwind was not a pony of great ambitions. He wasn’t interested in rising to the top, of royal pay grades, of fame or fortune. He was a pony of principles, who wanted to protect his people, so when he said to her, “As you wish, captain,” she knew it was without ego or aspiration.

Not another word was spoken as Royal Valor raced, alone, to the aid of a pony she had no reason to trust, but in whom she held a sense of belief, nonetheless.

=================================================================================

Master Lunged away, rolling to his feet on the landing, as another royal guard swept down to impale him. He placed a magical wall in the guard’s path, causing the pegasus to crash and plummet into the dirt. Out of his peripherals, he saw a group of earth ponies boarding the rear of the train, and racing to where he was. Kataro was still engaged with the last two pegasus guards in spear combat. Though nopony was gaining ground in this fight, Master Plan still felt they were running out of time.

In the car beneath him, Steel Hoof was charging the newest passengers head on. Slamming into one of the two, the guard pony crashed to the ground when his ally bucked Steel Hoof in the ribs. The workpony grunted and staggered, but managed to regain his balance in time to catch the guard’s fore hooves lunging toward him. The two pushed back and forth as the wind, blowing in from the gaping crater in the train car, roared about them. Steel Hoof managed to overpower his opponent, but had little time to recover as the other guard climbed to his hooves and was lunging toward his opponent. A swift buck caused the guard to stagger, but Steel Hoof didn’t have the time to put as much power as he wanted. The other barreled into him, knocking him off his hooves, but also causing him to crash into the other guard pony, sending him off the side of the train car. Steel Hoof rose in time to catch a second attack with a head-butt of his own, though the guard’s helmet made this a worse idea than he anticipated. Both ponies stood apart for a moment, dazed, before Steel managed to regain enough composure to force the staggering pony off the other end of the open train car.

Master Plan put up a protective shield as another of Holy Justice’s fireballs crashed into it. He was growing weary, the chaos of the whole situation making him exhausted. Kataro stepped back to avoid a strike from one of the pegasus guards, before lunging in and stabbing his attacker in the neck. The guard crashed into the floor of the train car below, and Kataro had only a split second to regain his stance before the second guard attacked. Master plan attempted to blast the pegasus pony drawing his opponent’s chariot, but Holy Justice deflected the attack with ease. He could see another white pegasus guard in the distance; there wasn’t much they could do if reinforcements showed up.

His thoughts were interrupted as Kataro let out a cry of pain. His opponent landed a hit on his left flank; it wasn’t a serious wound, but the blood was already starting to drip from his cutie mark. Steel Hoof yelled from below, “If we are to do something, it must be now!”Still, despite his namesake, Master Plan had nothing. He never expected such an early attack, and even if he did, he didn’t have the resources to prepare for one. Which was exactly why he was caught so off guard when the approaching white pegasus blindsided Holy Justice, bucking the side of his chariot.

“JUMP!” was all Royal Valor could manage before changing her flight path, trying to throw her pursuers off guard. Master Plan, out of any other options, Leaped off the side of the train, his allies close behind. Royal Valor ducked and weaved away from the pursuing pegasus, finally crashing through the window and coming out the other side. Her pursuer lacked her grace and crash-landed into the inside wall of the train, shards of glass in his face and legs.

By the time Holy Justice regained his balance, his targets were long gone. With the majority of his forces incapacitated, and no trace of Master Plan, he decided to retreat, landing his chariot atop the moving train. His quarry may have escaped, but he knew where they were heading, and his superiors would find his newest information most intriguing...

As the three allies regained their composure, Royal Valor glided over to meet them. The four of them were sore and exhausted, but all felt fortunate they were alive. Master Plan turned to his newest ally, grinning despite his pain. “So, it seems you reconsidered?”

Her demeanor, it seemed, did not change since their last meeting. “You let three guardponies die back there.”

“An astute observation, captain.” Royal did not appreciate his facetious attitude.

“I stopped TWO of them without killing anyone, the lot of you should be more careful!” The adrenaline leaving her system, Royal started to calm down. She turned her gaze to the ground, somberly, before speaking, “There’s going to be more killing, won’t there?”

Master Plan saw no reason to be dishonest with his new compatriot. “Yes, there is.” He wanted to add something more, to comfort his friends, but there wasn’t anything he could say. He had no idea if things would get better, but he could be sure they would get worse.

It was Steel Hoof who broke the silence. “So, where do we go now? Do we even know where we are?”

Master Plan’s ears perked up, and he looked to his friend with a smile. “We are, fortunately, in walking distance of our intended destination.” He pointed his friends to a nearby sign. “A quaint little town, in the shadow of Canterlot. The perfect staging ground for our revolution.” Master Plan turned back to his compatriots. “My friends, we go to Ponyville.”

End Chapter 4

Shadows of the Past

[Though we determine the fate of our own future, it is the past we can never escape. Lives we leave behind don’t just disappear, and one’s worst mistakes will always catch up with him. Whatever our reasons, whatever our doubt, we all must face the shadows of the past.]

As they looked over their collective pool, the strangers to Ponyville quickly came to a stark realization, “Kataro has all of our money.”

Master Plan grimaced as he realized the remains of their funds were not enough for the three of them to stay another night in the motel. Master Plan had given the money to their zebra companion as a gesture of trust (despite the eccentric purchases Kataro had made already), he wanted everypony to feel equally responsible during their operation. He had a general idea of where Kataro was headed, but he knew enough about the Everfree forest to avoid it at night; he wouldn’t even condone Kataro venturing into the forest had the zebra not lived in a similar environment.

As the group looked over their funds, their new friends were conversing amongst themselves, when they found the strangers facing them, embarrassed but still stern.

“We have a bit of an issue,” Master Plan spoke up, doing his best to hide in his embarrassment. “We seem to lack any sort of sleeping arrangements.”

Pinkie was quick to find the hole in their logic. “Hey, didn’t you guys stay at that motel this morning?”

This only worsened their feelings, however. “Yes, but it seems our other companion was the one carrying the money.”

The six mares looked to one another, concerned, but eager to help. As they thought of how to resolve the issue, Steel Hoof stepped forward. “I will sleep in the barn, if that is alright.”

Applejack’s ears fell back sympathetically, “Aw, sugarcube, you don’t have to do that. Wouldn’t you rather sleep in a proper house?”

“The barn will be fine, it is like my own in Stalliongrad. I slept there many nights as colt, it is not so bad.” Applejack still felt badly about it, but she seemed satisfied enough.

The gesture had gotten the rest of the group involved. “Royal, darling, you can stay with me and my sister, Sweetie Bell.” Rarity spoke up, surprisingly eager to help.

The others looked amongst themselves, trying to discern what to do with their last visitor. Fluttershy had the accommodations, though she was secretly afraid Plan’s appearance would frighten some of the smaller animals. Rainbow Dash was a very independent mare, and even if Master Plan was capable of staying in Cloudsdale, she wouldn’t be the most gracious host. Twilight could see her friends’ unease at the situation, and decided to step up for everypony. “I.. guess you could stay with me.” She was embarrassed at her hesitation, but it didn’t bother Master Plan, it was already a warmer welcome than he had expected, and he smiled at the gesture.

As each of the parties headed their separate ways, Master Plan turned to Twilight. “Thank you, Twilight Sparkle.”

She had already eased up and returned the grin, “Hey, we’re friends now, right? It’s what friends do!”

The Everfree forest was thick, damp, and dangerous, but Kataro navigated the woods with ease. While zebra villages do not often lie on the same cleared paths pony towns do, a zebra does leave a sort of trail that can be tracked by their own kin. Brush and twigs are cleared just enough for their nimble legs to cross without effort, and certain scents and tracks can be found. Poisonous flora, such as poison joke, may lie on the path to a zebra home, to ward off wild animals and unwelcome guests.

As Kataro waded his way through the woods, thoughts of his past raced through his mind. The discovery of his people by the ponies, their induction into the Equestrian Empire. He remembered how his people had suffered, neglected by the god-princess of Equestria. In the distance, he saw the glow of candles inside Zecora’s hut, and a sinister grin curled across his face.

Zecora was almost always in her hut brewing the odd potion for the ponies of Ponyville, but it was rare she got any visitors. When she did, it was almost exclusively Twilight Sparkle or little Applebloom. But a zebra’s senses are very acute, and she could distinguish almost immediately that the hoof beats entering her hut were not a usual visitor.

Without turning around, she greeted the visitor, “It seems I have somepony new, just a moment, and I’ll be with you.”

The voice that responded was deep and warm, but it put a chill down Zecora’s spine, “Your guest, Zecora, is not ‘somepony,’ but, I think, you already know me.”

Zecora spun around cautiously, her face a mixture of fear and anger. “Your home is so very far away, so why do seek me out today?”

Kataro remained calm, however, as he spoke, “I have travelled very far, it’s true, but you deserve your traitor’s due.”

The Ponyville library was very different from any Master Plan had been in before. Though it was much smaller than most libraries, being in a hollowed-out tree made much of its size dependent on its height. He could see Twilight’s sleeping accommodations from where he stood, next to a large telescope jutting out over the balcony.

“Hey Twilight, who’s this guy?” Master Plan’s attention was drawn to the young purple dragon that had just come from the basement.

“Spike, I want you to meet Master Plan. He’s new to Ponyville and I offered for him to stay with us for a while.” Surprisingly enough, Spike was hardly bothered by this, too much of his time was spent around females and he was more than happy to hang out with some of his gender.

Master Plan was also intrigued by Spike himself. “A dragon?” Spike noticed that he was one of the first ponies he met to not automatically include the word “baby.” “How do you get your hooves on something like that?” Spike wasn’t too keen on being talked about like an object, but he did feel respected by this stranger all the same.

“I had to hatch him, to get into Celestia’s School for Gifted Unicorns!” whenever Twilight talked about the school, she would beam with pride, and this was no different. She led her guest upstairs, to show him where he would be sleeping. “I have an extra bed up here, but I haven’t gotten to use since Applejack and Rarity came over for a sleepover!” Twilight sounded surprised that something so large would be left unused for so long.

“You still haven’t told me what happened that night, Twi,” Spike grumbled.

“Sorry, Spike, but what happens at a slumber party, stays at a slumber party,” Twilight giggled.

“Even if it ends with a tree through the window? I spent the entire day cleaning pine needles!”

Twilight gave him a scowl before tuning cheerily back to Master Plan. “So, make yourself at home, and if there’s anything you need, just let Spike or myself know, Master!” She paused for a second before they both blushed and looked away awkwardly. “I didn’t mean-“

“-My friends call me… just call me Plan.”It was partially made up; Master Plan had plenty of companions, associates, and compatriots… not a lot of friends. Besides, most ponies always called him by his full name. “Anyway, would you like it if I moved the bed downstairs?”

“Why would you do that?”

“Oh, well, I just don’t want to intrude.” In reality, he was concerned that she would notice the collection of scars he acquired over his journeys, some of which were still quite fresh.

“Oh, don’t worry about it; you’re not intruding at all! Besides, sometimes my studies downstairs get pretty late into the night, and I wouldn’t want to wake you up.” It seemed that he was stuck as it was. He contemplated sleeping in his clothes, something he was used to doing at this point, but he was worried that may even seem more suspicious.

And there was another issue; if he removed his coat, it was likely that Twilight wouldn’t say anything, trying to be the best host possible, but he imagined anypony, especially a unicorn such as herself, would become curious about the scar around his horn. That was something he was not prepared to explain yet, and he had to think of a reason to cover his head.

It turned out to hardly be an issue, however, for as soon as he started to remove his coat Twilight looked away. Obviously most ponies don’t normally wear clothes, and their coats are enough to cover their privacy, but watching a pony who does wear clothes remove them always felt… inappropriate. It was even more so now, seeing as not many of the friends Twilight spends time with are stallions. “Perhaps you should…” she started, but she felt even more embarrassed of asking of her guest for such a silly reason.

Spike, on the other hand, had no such problem, and he could tell when Twilight was in distress. “Hey, do you mind doing that downstairs?”

Master Plan, unlike Spike, had genuinely not noticed Twilight’s embarrassment, and was surprised to hear this from her assistant. He looked to Twilight, who turned away in embarrassment, and back to Spike. “Sorry, I’ll just leave this on.” Twilight had unwittingly given him the out he needed.

Master Plan was the first to go to sleep, even after getting a few hours’ rest at the motel earlier, he had only gotten a few hours of sleep each day for almost a month. Though he was nearby, Spike used this relative privacy to ask Twilight about her earlier behavior. “So Twi, do you like this guy?”

Twilight was blissfully unaware of Spike’s context. “Well, I guess so. I mean, he only just got here, but he seems friendly enough.”

Spike pressed his palm to his face, “no, I mean do you like him?”

Twilight’s face turned a much redder shade of purple. “Spike! How could you say such a thing?”

“Well, it’s just you’ve been acting all weird around him,” Spike replied casually.

“Weird? I’ve been acting weird?” Twilight was taken aback by his accusations.

“Well, yeah. You were all bashful and stuff.” Spike was starting to feel like Twilight was backing him into a corner, but he was always the type to speak his mind.

“Spike!” Twilight shout-whispered, “our guest is sleeping right over there! I will not have this conversation with you!”

“Whatever, mom!” Spike retorted, “sheesh!”

He went off to bed himself while Twilight trotted over to the window, gazing into the stars. While she did have to admit having a stallion in her home was a little awkward, she had honestly not thought about her guest in that way, at not until Spike suggested it. Still, there was something strange about this Master Plan. This was obvious, his dress, his mannerisms, his chilling voice, but there was something else about him that Twilight couldn’t put her hoof on. As though… she already knew him.

With each step Kataro took forward, Zecora took one backwards step. He slinked in towards her, like a feral cat approaching its prey, his eyes narrowed in a state of vengeful anger. Zecora did her best to hid her fear, but she was uncertain of what to expect of this specter of her past.

“I know you see my actions as treason, but we still have time to reason,” Zecora bargained, hoping to stave off any violence.

“And what reasons could you have had, to betray your native land?" Kataro’s anger grew with every word spoken.

“I did nothing to cause such strife! I only wanted my own life!” Zecora held her ground, desperate to reason with Kataro.

“You consorted with the pony spies! To this day they tell you lies!”

“My friend, you know I am no fool, and I am not the ponies’ tool!” Though she still feared Kataro, Zecora was insulted by his accusations, and her own anger was growing as well. “They mean our kind no real harm, they only live to work and farm!”

“Yet every day the ponies gain, our homeland suffers greater pain! They take and steal what is ours, as they grow fat in their white towers!”

“They do not know what pain they bring, the common folk just laugh and sing!”

“And while they sing our people die, because of the sun goddess’ lie! Tell me, Zecora dear, did they not meet you with fear?”

Zecora thought to the early months in Ponyville, when she was treated with fear and hatred. Despite how they initially treated her, though, she still knew that the ponies of Ponyville were good-hearted. “You cannot condemn all pony kind, most are warm in heart and mind.”

“You may believe their hearts are warm, but soon, they will bring a storm!”

Zecora was suddenly intrigued. A friend from the past had come to haunt her, perhaps she would now know why. “What is this storm, of which you speak, that the ponies’ futures look so bleak?”

“This conflict has but one resolution; and that, of course, is revolution!” the grin returned to Kataro’s face, “but enough talk, my friend, for tonight you meet your end.” He lunged at Zecora, crashing into various clay pots as she darted out of the way. Zecora returned the attack with a swift buck towards Kataro’s head, narrowly missing in turn. Kataro picked up one of the ceremonial spears that adorned the hut; not a particularly effective weapon, but better than fighting unarmed.

Zecora returned the gesture by swiftly vacating the hut, luring Kataro into her familiar woods. He gave chase, spear in mouth, through the thickets and bushes. Zecora used the forest as her weapon as she evaded her pursuer, snapping back branches and darting around poisonous shrubs, but Kataro managed to mimic her path closely enough to avoid any serious damage.

Leaping forward, Kataro bounced off a nearby tree, creating a trajectory arc that landed him in front of Zecora’s path. He swung with his spear, which Zecora managed to deflect by putting a hoof up in defense. While it is usually nearly impossible for any equine creature to climb trees, the combination of their forest habitats and the adrenaline pumping through both zebra’s veins allowed them to do just that. Zecora raced up the side of a nearby tree, pulling off a branch and quickly fashioning it into a makeshift spear. Kataro did the same up the opposite tree, stopping on a branch in perfect lunging distance to Zecora. However, they were now both armed, and with relatively equivalent weapons. While Kataro trusted his superior martial skill to carry him through on the ground, the distance between the two was now far enough for Zecora to launch an effective counter-attack if he tried anything. The two continued their debate, their voices muffled by the weapons in their mouths.

“How can revolution start in Ponyville? These ponies do not have such will!” Zecora used her moment of respite to glean more information from her attacker.

Kataro ignored her questioning, instead trying to rouse her to his cause. “These ponies’ wills are so weak, yet they treated you like a freak!”

The comment wounded Zecora, “These ponies here are my friends! Because of their kindness, my wounds will mend!”

“Our foals starve and the elderly die, yet, you chose not to ask ‘why?’” Kataro cried out, succeeding in rousing his own anger more than Zecora’s.

“These ponies know not what they do, or they would surely help you!”

“Dear Zecora, you do not understand, it is not Ponyville that scarred our land! It is their goddess that I despise, and soon she will hear our war cries!” With that, Kataro lunged at his quarry, hoping the strength of his words was strong enough to weaken her will. While he managed to nick Zecora’s flank, the attack had also earned him a blunt blow to the neck, causing him to plummet from the trees. When he rose to his feet, Zecora was nowhere to be seen, but a bright trail of blood led deep into the woods.

Applejack woke up to the sound of crowing roosters, as she always did, right as the sun rose. As she went outside to get some fresh air, however, she realized there was something different about today. In the distance she could see a dark red stallion pulling a plow across the fields.She was surprised that Big Macintosh was already working the fields, he usually woke slightly after she did, and neither of them got to work before breakfast. She gave an awkward smile, confused at his change in behavior but pleased that he was apparently so eager to get to work. She shook her head before turning around to go back inside.

“Howdy.” There, at the table, was her older brother, getting himself a hay breakfast.

“Hold up, now,” Applejack turned her head back and forth between the window and her brother, “that’s not you out on the field?”

Big Macintosh causally walked over to the window and stared out for a moment, before turning to his sister. “Nope,” he replied, as though it was somehow less than obvious.

She thought for a moment before the realization struck her. She ran out to the fields where her guest was working, waving a fore leg in protest. “Hey, friend, you don’t have to work our farm!” Her frantic state left her slightly out of breath when she reached him. “Ah appreciate what you’re doing, but you can go right back to sleep if you want.”

Steel Hoof shook his head, “You let me sleep in barn. It is least I can do to repay.”

Applejack wasn’t having it. “Nuh-uh, you can sleep in the barn or you can help out on the farm, but no guest of mine will be havin’ it worse off than a member of the Apple family.”

Steel Hoof thought about this proposal for a moment, before replying calmly, “I will work on farm then.”

Applejack would honestly prefer that he chose neither, though she could tell a stallion his size would help them get their work done much quicker.

***

When Rarity awoke late in the morning, Royal Valor was nowhere to be seen. The two of them had decided to share a bed during her visit (Rarity’s luxurious queen-sized bed was more than large enough for the both of them), but it had seemed Rarity’s guest had already awoken. She found Royal downstairs, sharing a morning cup of tea with Sweetie Bell.

“You don’t want to sleep in, dear? You don’t have anywhere you need to be, do you?” Rarity asked with some concern.

Royal Valor chuckled slightly, “No, my time as a guard has taught me to be up bright and early.”

Rarity was intrigued. “A guard? Oh, I didn’t know you were in the service!” She thought for a moment before adding, “If you don’t mind me asking, what are you and your… ‘friends’ doing here in Ponyville? It’s quite far from Trottingham, and an awful distance from Stalliongrad.”

Royal tried to avoid thinking about it as much as possible. We’re here to betray our country, she felt like saying, to kill our beloved sun goddess. Instead, she decided to change the subject. “This tea is splendid, I wasn’t aware that Ponyville tea was such high quality.”

Rarity whole-heartedly delved into the change of topic, “Oh, no no no, you see, I have my tea imported from Canterlot!”

Now this was a conversation two cultured ladies could engage in. “Really? Oh, but I must imagine that importing tea costs a good bit extra!”

“Indeed it does, but it is always worth the extra money for quality, I always say. Besides, the shop is doing quite well, and I just happen to have the extra bits on hoof. So, why not spend them?”

“Yeah! You should see some of the neat dresses Rarity made!” Sweetie Bell interjected. She paused awkwardly after the remark, before taking a dramatic sip of her tea, trying her best to fit in with these mares of high-society.

Rarity chuckled before turning back to her guest, “The store opens in a short while, so I’m afraid I have to prepare,” she looked at her sister, “Sweetie Bell, would like to show Miss Valor some of the dresses?”

Sweetie Bells eyes lit up at her chance to get involved. “Sure!” She gestured towards the back room, and the two of them entered the gallery while Rarity cleaned up.

It didn’t take Rarity long to clean up the boutique, and she finished her tea as she waited for her first customer. Her mind drifted to these recent events, and their peculiar visitors. She knew it was impolite to intrude on other’s business, but she couldn’t help but wonder what such a mishmash of ponies (and zebra) were doing in a place like Ponyville. The earth pony from Stalliongrad, and their zebra companion both seemed somewhat… dangerous. Royal Valor seemed nice enough, but she was (and possibly still is) a guard pony, meaning she was probably not a stranger to violence herself, especially with the turmoil in Trottingham these days. And that other frightening character… Rarity knew it was rude to even have such thoughts without getting to know somepony, but his very presence made her unsettled.

Rarity’s thoughts were interrupted by the sound of a ringing bell as someone entered the shop. Rarity exuded her canned greeting with a smile, “Welcome to Carousel Boutique, where the dresses are sheik, mystique, and magnifique.”

Her visitor was a cheerful off-white unicorn with a turquoise mane. She had exceptionally round features, making her appear as if she was just an overgrown filly. “Hello! It’s my first time in Ponyville and I heard I just had to get a wardrobe fixed up here!”

Rarity was happy to see that word of her work was continuing to spread. “Indeed it is! Come just this way and I can you fitted.” Rarity gestured over towards a group of mirrors, “and for what occasion are we dressing?”

“Oh, I just wanted something casual.” The unicorn stopped for a moment before elaborating, “Elegant, but casual.”

As Rarity fitted her customer, she engaged in her routine of small-talk, “You said this is your first time to Ponyville? If you don’t mind me asking, where are you from?”

“Oh, I’m from Canterlot!” It seemed Rarity’s time spent with the Canterlot elite had been paying off.

“Really? So I can assume that you are a mare of high society?” She didn’t want to abuse her opportunity, but this attempt at small-talk had suddenly become a gauge for the price tag.

Her customer’s smile dropped slightly at this, however. “No, my whole family works for the government, myself included.”

“Do you? Are you here on business?”

“Oh, no, I just heard how beautiful Ponyville is and I had to use my vacation time here!”

“Well, dear, I hope you enjoy your stay.” Rarity gave her guest a warming smile.

“Thank you. My name’s Cleric, by the way.”

“Rarity,” she returned the courtesy.

After taking a number of measurements, Rarity brought out a rack of various clothing items. “If you see anything you like, Cleric, don’t hesitate to speak up.” She magically sifted through the various clothing items, giving Cleric enough time to see each one. Nothing stood out in particular, and it seemed that she would go home empty-hoofed, however.

Suddenly, Rarity’s eyes lit up with excitement, “Ideeeeea!” she proclaimed with enthusiasm. She stepped into the back room, returning with a white vest and matching gardener’s hat. Cleric’s eyes lit up with approval, as she magically lifted the outfit and adorned herself with it.

“Oh, it’s excellent! Thank you, Miss Rarity.” She started to vacate the boutique, when Sweetie Bell and Royal Valor entered.

Rarity turned to the two, “Oh, girls, you’re back! I trust Sweetie gave you a satisfactory tour?”

Royal was slightly hesitant in her response, “Indeed, it was, uh, splendid!” In reality, she hardly got any information about the boutique out of Sweetie Bell; at the chance to actually help her sister, she had delved into little more than excited ramblings.

“I would like you to meet Miss Cleric; she’s also new to Ponyville!” Rarity turned to her newest customer with a grin. “Miss Valor her is from Trottingham, and it’s been a pleasure hosting her here!”

This caught Cleric’s attention, and, for a moment, there was an awkward silence. Finally Cleric was the one to speak up “Trottingham? I’ve heard things are quite hectic there.”

“They were, but they’ve been settling down recently,” Royal let out an uneasy grin.

“Well, that’s good to hear.” Cleric turned to Rarity, her usual cheer returning, “I hope to see you again before my vacation ends, Miss Rarity!”

“That would be wonderful, dear,” Rarity returned the attitude.

Shortly after Cleric left the store, Rarity’s ears perked up in alarm. “Oh goodness, I forgot I’m having lunch with the girls today!” She scrambled about her kitchen behind the boutique, gathering various picnic supplies. “I’m sorry I have to leave on such short notice,” she looked pleadingly at Royal Valor. As she was about to leave she turned back, however, “You are welcome to join us if you like,” she continued, eager to be the gracious host.

Royal perked up at the offer, but it was just then Master Plan entered the door. “Royal, we have some things to discuss.”

Royal Valor’s ears fell back. She knew this “operation” would not leave much time for fun, but she hadn’t anticipated Master Plan would be the type to keep a short leash. She turned back to Rarity, her eyes apologetic.

Rarity returned the look, before remarking, “It’s alright, dear. We’ll just to do this another time.”

Zecora momentarily slowed her pace, panting as she turned around. She had been running nonstop for hours, and trying all sorts of ways to lose her pursuer. The cut she received was superficial, but she knew that she could easily follow the trail she left behind were she in Kataro’s position. She stopped for a moment, breathing deeply, calming her mind. She heard the sounds of the forest around her, the rattling of insects and chirping of birds. She felt the warmth of the sun beating against her face, through the crevices in the trees. The warmth of sunlight cooled for a moment, though, and she saw above a flicker of movement. She pawed at the ground, leaning forward and readying her hind legs.

Kataro leaped down towards Zecora from above, meeting her bucking hind legs with his own fore hooves, and using the force to propel him into a back flip. Both zebras regained their balance and turned to face each other, kneeling low, ready to strike. The two paced around one another in a circle, keeping their keen eyes open for any moment of hesitation. Zecora was the first to see such hesitation, and lunged ferociously toward her attacker.

His feint succeeding, Kataro took advantage of Zecora’s brash attack, crashing his skull hard into the side of her face. Zecora tumbled to the ground, before being pinned to the ground by her attacker. “I know, Kataro, of your pain, but you cannot end Celestia’s reign!”

“The sun tyrant’s crimes call for blood, and soon, these streets will flood!” Kataro’s eyes were still seething with anger, but Zecora could also see a sadness not present earlier.

“These ponies’ lives are simple and poor, their timid hearts cannot take war!”

“The war, my friend, is already here, now is not the time for fear.” Kataro’s eyes grew cold as he spoke, a somber pain found in his voice. The two zebras stared into one another’s eyes for a moment, each lost in the flood of events. Each of Kataro’s words weighed heavy on Zecora, as she felt increasingly like an ant trying to stop the tide of a flood. A solitary tear streaked down her face as she became lost in the past.

Finally Kataro spoke, his pain heavy in his voice, “You and I were once good friends. I hope, soon, we can be so again.”

Zecora closed her eyes, preparing herself for the fate that awaited her.

End Chapter 6

Starlight and Memories

[When war and hate corrupts one’s heart, memories can be the only solace. Carried away to a time of peace and harmony, nostalgia is sometimes the only escape for the weary. What do you do when the peacefulness of the past eases its way into the present, and the pain you’ve built your life on dissolves?]

Twilight bathed in the rays of the warm sun as she waited for her friends to arrive at the park. The trees whispering in the wind and the peaceful chirping of the birds eased all of her worries away, relaxing every muscle. She stared off into the distance, thinking about the recent events. Master Plan had left early that morning, to discuss something with his group of friends, leaving Twilight to hers. While she had enjoyed having company, she still felt unsettled about her strange feeling the other night. Who was this pony, and why did he feel so familiar? Furthermore, who were his friends; they were all so varied and unique. While the same could be said of Twilight and her friends, they were not traveling about, and were all from Ponyville with the exception of Twilight herself. Still, she tried to not let it bother her as she enjoyed the warm summer air.

It wasn’t long before everypony else had arrived and the picnic was in full swing. The mat was laid out with an assortment of sandwiches and snacks, a pitcher of punch in the corner. Pinkie had even brought balloons to tie up to a nearby tree to make this bright day even more cheerful. The six of them talked about all kinds of things, from Twilight’s latest studies to Rarity’s most absurd customers, but the conversation drifted, inevitably, to their newest visitors and associates.

“That Valor girl was going to join us, but it appears she was preoccupied.” Rarity remarked, “A shame, really; she seemed like such a nice girl. Did you know she was a guardspony?”

“Yeah, it’s weird, Plan left early this morning too,” Twilight chimed in, “I wonder if they had some sort of meeting or something?”

“I don’t think I like his type,” Applejack grumbled, “the big feller was okay, but that shady guy doesn’t sit right with me.”

“I’m afraid I have to agree,” Rarity added. “Did you see the scar on his face? It was positively hideous!”

“Rarity!” Twilight was almost insulted by her friend’s close-mindedness.

“I’m sorry, dear, you’re right. But was does a pony do to get such a thing on his face?” Twilight was inclined to agree, the few scars she saw when he started to remove his coat were intriguing, to say the least.

“Maybe they had a rough trip getting here,” Fluttershy spoke up, “Pinkie said they came here on foot.” Pinkie nodded enthusiastically, her eyes wide for emphasis

“Well, ah still don’t like ‘em. Something’s not right about that pony,” Applejack grimaced.

“Applejack! We don’t know what these ponies have been through,” Twilight protested, “what if they’re escaping some horrible tragedy?”

“Oh no! That would be, like, super-dooper sad!” Pinkie added, her eyes wide with excitement as though she didn’t notice the correlation of her own comment. “You guys know what we should do? We should throw them a party!”

“I don’t know, Pinkie,” Twilight’s ears fell back, “I’m not sure they’re the type of ponies who would like your parties.”

“What!? What kind of pony doesn’t like a party?”

“Remember when you met Cranky Doodle Donkey?” Twilight raised an eyebrow.

“I think it’s a wonderful idea,” Rarity chimed in, “it might be just the thing to break them out of their shells. Perhaps a little less emphasis on games than usual, but a big welcome party may be what we need to lighten up that dour attitude of theirs.” Though she would never admit it, Rarity was also eager to “break them out of their shells” to glean some juicy secrets from their mysterious visitors.

Twilight thought it over for a moment before looking up with a sense of resolution. “It’s settled, then; we’ll start preparing for a party right away!”

==================================================================================

Master Plan stared into the open skies as he waited for Steel Hoof to arrive. He thought over what had occurred over the last few days, and what had to be done now to enlist the help he needed. The quiet blue sky calmed him as he scanned his mind, preparing and planning. Royal Valor sat at his side, unsure of exactly she was supposed to do while they waited. She did not share his calm, a subtle but forceful anger building up inside her. Angry at Plan, angry at herself, for the whimsical decision she made that changed her life. Not a day went by that she didn’t doubt herself for what she did, but it was too late to turn back. Besides, if this whole mess failed, she would probably not live long enough to worry about it.

Steel Hoof trotted in from the distance, grumbling and hard-faced as usual. “What is it you want?” he was as direct as always.

“We need to prepare for the next phase of the plan,” Master Plan responded, “does anypony know where Kataro has gone?”

All three ponies looked around, as though one of the other two was concealing the answer. “He doesn’t seem to be in Ponyville,” Royal Valor finally replied.

“Very well, I’ll just have to fill him in later. The fact of the matter is that we need the aid of these ponies to succeed; we need to earn their trust. However, we can’t have anypony learning about our operation before it’s time.”

“We already know this; it is obvious,” Steel Hoof bluntly Replied.

“I’m just touching base here; making sure everypony knows what needs to be done.”

“Why is this? Before you were always secrets, always ‘you will see,’ now you need to ‘touch base’ on obvious?” Steel Hoof was clearly impatient, though Master Plan didn’t imagine there was anything that demanded his attention otherwise.

“Because this step is particularly essential, and will likely be prolonged. Gathering the elements is essential to our cause; without them, we will fail. But with them, the whole country will rally behind us.” Master Plan’s expression was dead serious as he looked into the eyes of his compatriots.

Just then, Kataro approached from the northeast, more cut and worn than before. “Do you mind telling us where you’ve been?” Royal Valor’s eyes lit up with frustration.

“You do not need to worry, friends, I just had to tie loose ends.” Kataro replied calmly.

“Really? Is that why you wandered into the forest in the middle of the night? And why you took all of our money with you?”

Kataro stared with confusion for a moment, until the fact of the matter dawned on him. “I apologize for my forgetfulness, but did it really cause so much distress?” Master Plan, too, wondered what was grating her nerves.

“Well… no, but we were forced to impose because of your mistake!” Royal’s Trottingham mannerisms made such a position difficult for her.

“There’s something more we need to discuss,” Master Plan interjected, “if whoever attacked us on the train comes after us again, today is when he’ll do it. I believe, however that the collateral damage that was sustained will be enough to keep us safe from the direct attack of any government officials. That means that there will likely be covert agents here in Ponyville, here to spy on us or even assassinate us one by one, so keep your guard up and your lips sealed.” As he looked over the various members of the group, Royal Valor thought of her meeting earlier that day. Her intuition told her this “Cleric” was possibly involved, but she decided to keep her mouth shut for now.

“With that,” Master Plan continued, “I suggest you return to whatever it was you were doing.” Each pony headed off in a different direction, with the exception of Kataro, who followed Master Plan.

“Where I should head, I do not know; so tell me, friend, where should I go?”

Master Plan thought for a moment, before replying, “Head to Fluttershy’s, or the Motel, if you’re looking for accommodations. Otherwise I don’t care where you go.” With that, Kataro headed off as well.

==================================================================================

As master Plan headed towards the library, he saw Spike racing towards him. “Hiya, Plan!” Spike looked around nervously as though he forgot what he wanted to say. “Wanna… um… hey! Do you know any cool spells?”

Master Pan cocked an eyebrow as he thought about it. Most of the spells he learned had to do with either his mission or his special talent. While Spike would probably be impressed by some of the combat spells he had learned over the years, they were certainly not appropriate to display in the middle of Ponyville, and he didn’t have time to entertain a child.“No.”

“Uh.. okay, well I need you to come with me to Sugarcube corner!” Spike frantically replied.

“Really?”Master Plan’s unamused tone was a little disheartening for the dragon, but he tried to keep pace anyway.

“Yeah! See… Twilight ordered a bunch of cupcakes, and I can’t carry them all by myself!”

“You can’t carry a box of cupcakes?”

“Uh, well… they’re out of boxes, and.. well you can do magic! I can only carry two at a time!”

Apathetically, Master Plan agreed to go along with Spike, and headed with him into town square.

***

Steel Hoof spent most of his day working on the Apple family’s farm; plowing fields, pulling carts, he lightened up Big Macintosh’s workload by a decent amount. At first Big Mac was happy to have his work day cut in half, he never really got much time off before without getting injured first.

However, it was when Steel was pulling the plow that he first saw Big Macintosh, pushing past him as an almost running pace. Steel Hoof picked up his own pace and the two were neck in neck. Nopony said a word, but the both of them had a fire in their eyes as they tried racing past one another. The pattern repeated when they moved on to the carts, both ponies pulling almost twice what they normally could, just to prove they were the strongest.

This rivalry was cut short, however, when as soon as Applejack showed up. “Hold your horses, you two, we still got a farm to finish!” If they had gone much longer, Big Mac’s chores would have been finished for the day already. Applejack turned to her newest worker, “Steel, ah need you to take this here basket of apples to Twilight’s.” Steel Hoof simply gave her a lethargic look before hoisting up the basket and slowly trotting off.

***

As Royal Valor trotted back towards the Carousel Boutique, a voice from above caught her attention. “Hey, Royal, bet you can’t beat me in a race!” Rainbow Dash shined a wolfish grin.

“Oh, can’t I?” Royal cocked an eyebrow.

“No way! I’m the fastest flier in all of Equestria!” Rainbow Dash pumped her forelegs triumphantly.

“Oh. Then no, I can’t.”

Rainbow Dash was shocked by this pegasus’ lack of competitiveness. “You… don’t wanna race, then?”

“I don’t think so. My specialty lies in precision, and skill in combat,” she showed off her cutie mark; a pair of crossed swords.

Rainbow’s grin returned. “Oh, yeah? Well I just happen to be the one and only Iron Pony!” she declared, thoughtless to how unproven that really was.

Royal Valor sighed. “If you really want to prove yourself to me so badly, how about a duel?”

“A… duel?” Rainbow Dash was not only confused at the notion, but a little concerned.

“Indeed. The first pony to touch their opponent’s flank with their hoof wins. Much like fencing, but with hooves, as it were.”

“You’re on!” She jetted down towards Royal Valor, her foreleg extended. The white pegasus, however, simply sidestepped the lunge, softly bucking Rainbow Dash’s side with her back leg as she passed. “No fair! You cheated!”

“I did not,” Royal responded promptly, “I’m a mare of precision, as I said. It’s a test of skill as much as a test of physical strength.”

“One more round!” Rainbow Dash suddenly recalled her orders to gather Royal, but her pride pushed such thoughts deep down with no way to escape as she darted again.

***

“One dozen cupcakes, please” Spike called over the counter.

“I thought you said Twilight already ordered them,” Master Plan was quick to point out.

“Oh, yeah… I mean, did I? Well… that must’ve been a mistake, err, yeah. I mean, she told me to order them.” Mrs. Cake brought a box of blue-frosted cupcakes to the counter, a cheerful smile spread across her face.

“Oh look, a box,” Master Plan pointed out sarcastically.

“Would you look at that? Uh, I guess they ordered more!”

“Oh, well I guess that makes sense.” Spike sighed with relief that his ruse worked. “HOW STUPID DO YOU THINK I AM?! WHY DOES TWILIGHT WANT ME OUT OF THE LIBRARY?” Master Plan barked, forcing spike into a corner.

“What? Uh, don’t be crazy, Twi doesn’t want you out of the library!” Spike’s hesitation was now more prevalent than ever, thanks to Plan’s sudden outburst.

“Oh, no? Then I guess I’ll just head over there now!” Master Plan stomped towards the door.

“Wait!” Spike grabbed Plan’s tail, “I mean, don’t you want to hang out some more?”

“Don’t you have to pay?” Mrs. Cake called from the other end of the room.

This made Master Plan legitimately stop, and he turned back towards the counter. “How much do I owe you”

“Well, that box there’ll be six bits.”

“I’m afraid I don’t have that much on me,” Plan searched his pockets, “but I suppose you can put it on my tab.”

“I’m sorry, but we don’t run tabs here,” Mrs. Cake replied, sounding almost offended. Master Plan gave her a piercing glare with his crimson eyes, and Mrs. Cake took a step back, “… and I’m happy to say you’re our first! Congratulations!” her voice was nervous and shaky.

As he exited the shop, Master Plan thought over his actions. Not the best first impression with the locals, but it have always gone worse.

***

Kataro headed up the path towards Fluttershy’s cottage, slightly unsure of what he was there to ask, exactly. The sounds of small animals playing and moving about could be heard over the still weather behind the fence. As he approached the cottage, Kataro knocked on the door, which slowly swung open with minimal force. Inside, a variety of small critters immediately halted their activities to stare frightfully at the unexpected visitor.

The awkward silence was broken as a voice called out from behind. “Kataro!” Master Plan was heading up the trail with Spike hastily following, a large white box in his claws. As Master Plan reached Kataro’s position, the zebra could see the frustration in his friend’s eyes. “I need to borrow some money.”

“Of course, my friend, here are some funds; may I ask what you need done?”

Master Plan glared at Spike for a moment before turning back to Kataro. “This little pest here has caused me to open a tab; I’d rather have all debts paid to avoid attracting any unwanted attention.”

“Very well, Master Plan, here you go. But it seems here nopony is home.” Kataro gestured anxiously toward the open door. Master Plan was actually surprised that his friend was so uneasy about intruding in somepony’s home. It may be a cultural thing, but Master Plan suspected it was more of a personal pet peeve.

“All right, Kataro, you come with me, we’re headed to the library after I get these,” he gestured towards the white box, which Spike was doing his best not to rummage through, “paid off.”

***

After paying Mrs. Cake and heading toward the library, Master Plan found his other companions heading in the same direction. A fire lit in his eyes as he tried to deduce the situation. “Steel Hoof!” he shouted to his friend, “were you asked to come here?” Steel Hoof merely nodded in reply, and Royal did the same when he looked to her. “Spike, what is going on here?” he looked menacingly at the young dragon.

“Twilight told me not to say anything!” he responded nervously. Whatever was going on, it was evident Master Plan was being singled out. Perhaps they discovered his mission, came into contact with some government official or the like, and they were just trying to persuade his compatriots to stand down so they could catch him alone. Perhaps they were trying to turn his allies against him, providing promises of peace and harmony in exchange for his life. Whatever was happening, it was evident that his own allies didn’t know, so his best shot was to enter the library with them and stand his ground there.

Master Plan stomped towards the library door, practically seething, waiting for his friends before bursting through the door. Despite his knack for planning the future, nothing could have prepared him for what he saw.

“SUPRISE!” confetti fell from above, accompanied by a high-pitched honking sound. Tables with punch and cake were laid out around the room, and streamers adorned the balcony above. The look spread across Master plan’s face was one of sheer confusion that his allies had never seen before (though both Steel and Kataro had similar expressions).

“… I’m not sure what to make of this…” was all Master Plan could muster after a few moments of inspection

“Not sure what to make of it? It’s a PARTY!” Pinky was almost offended by his implications.

“We thought you guys looked like you needed cheering up!” Twilight giggled. At first, Plan was annoyed. We don’t need cheering up, he thought, we need progress. Then something dawned on him. He needed their trust, and they wanted his friendship; this was exactly the opportunity he was looking for.

Plan gave a weak smile, “So… what should we do first?”

Twilight giggled again, “Whatever you want!” Master Plan nervously looked around; he had been to a party before, of course, but it had been a very long time.

Kataro, on the other hand, had no issue getting settled in, heading over towards the makeshift dance floor and moving about wildly. Royal followed in his stead, treating herself to the punch and conversing with their hosts. It wasn’t long before everypony was dancing, mingling, and just enjoying themselves. Still, Master Plan remained uneasy. Despite his best attempts to interact with his new found friends, he wasn’t used to the cheeriness of his environment, and he couldn’t shake his discomfort. Though he tried his best to fit in, he managed to remain distant for the better part of an hour, until he eventually just wandered upstairs.

You fool, he thought to himself; you’re missing your chance! Too much rested on this opportunity to waste it, but he wasn’t going to make any allies feeling the way he did. “What’s wrong?” Twilight’s sympathetic tone pierced the chaos that stirred in Plan’s mind.

He chuckled lightly as he turned back to her. “It’s… it’s nothing.” He returned to the window, “The sky here is beautiful,” he vacantly remarked.

Twilight tilted her head. She agreed, of course; to her, all of Ponyville was beautiful, but the sky was nothing spectacular. “The sky…? Don’t you have pegasus ponies where you come from?”

Below, Fluttershy’s ears perked up in momentary alarm. Her time spent with very small animals had made her hearing very acute towards softer sounds. While she couldn’t discern the nature of the conversation upstairs, she could hear the concern in Twilight’s voice, and headed up to see what was wrong.

Twilight Sparkle stopped for a moment, realizing an interesting factor to her last question. “Actually, if you don’t mind me asking, where do you come from?” She shrunk back slightly in embarrassment.

While Rarity did not share Fluttershy’s unique level of hearing, she did maintain a sense of her surroundings. Three ponies were missing from the party, and after quick inspection, she found the three of them, with concerned looks on their faces, and trotted up the stairs to see what she could do to help.

Master Plan smiled, “I’m assuming you’ve attended a Hearth’s Warming Eve pageant?” he replied.

“Well, yes, we actually hosted one,” Fluttershy replied abashedly.

“Indeed, in fact it was the royal Canterlot pageant!” Rarity added proudly.

“When the leaders of Unicornia, Pegasopolis, and Earth traveled to the land of Equestria, they did not bring all of their subjects with them,” plan continued. Twilight Sparkle nodded in agreement, it was something she had learned about already to a slight degree. “However, it was the leaders of these kingdoms that harbored the most bitterness, and when they left, they brought the windigoes with them.”

By now, nearly everypony was forming a semi-circle around Master Plan, with the exception of Pinkie Pie and Kataro, who were too caught up in the festivities downstairs. “The peasants of their kingdoms had the chance to rebuild, and formed a single kingdom, much like Equestria. Though we refer to each of the individual city-states individually, most Equestrians know my homeland simply as ‘the old kingdom.’”

“But then what’s wrong with the sky there? Is there some sort of dispute between unicorns and pegasi?”

“No, in fact recent events have unified the kingdoms more than ever,” his eyes became solemn, “you see we recently suffered the arrival of a large red dragon, who chose our highest peak as his sleeping grounds. This dragon, you see, was prone to snoring, and the fumes billowing from his slumber began to choke the skies.”

“Well, we had a problem like that, an’ Fluttershy here just convinced him tuh leave!” Applejack replied resolutely.

“We tried diplomacy with the creature, offering up riches and rewards for his departure. He told us that a group of ponies had done the same when he tried to rest in Equestria, and that he would not move again.” Twilight and her friends shrunk back as they made the connection between their triumph and his sorrow. “When diplomacy failed, we tried using force.” Fluttershy covered her ears and squinted in agony at the thought of violence, even against a dragon. “Our best military efforts were not enough to get rid of the massive creature, and it was soon too late anyways. Now my country is shrouded in over a hundred years of darkness, so I have taken it upon myself to ‘discuss’ the matter with your princess, Celestia.”

Though the music cheerfully continued downstairs, nopony felt the same joy they had only shortly ago. That is, of course, except Pinkie Pie.

“Hey everypony! We still got a perfectly good party downstairs!” her usual cheeriness certainly helped lighten the mood, as the pink mare somehow descended from the ceiling. Still, Plan’s story struck Twilight, and she wished she could do something a little more fitting for him.

==================================================================================

The party ended before dark, the various groups leaving Twilight’s library with a wave and a smile. “You go on, dear, I’m going to help Twilight clean up,” Rarity called out to Royal Valor. The pace of the party had certainly picked up after Master Plan’s little story, to the point that they even got Steel Hoof to dance (though he was really horrible at it).

Rarity returned to Twilight Sparkle, who had already gotten started on the cleanup. Twilight had specifically asked her to stay behind, but it appeared private, so Rarity did her best not to let on. Twilight magically handed a box of party supplies to Spike before giving Rarity her attention. “This party was a great idea, but after hearing Plan’s story, I feel like we need to do something else for him; after all, we may be the cause of his problems.”

“I agree, of course, but what more can we do?” Rarity’s ears fell back in concern.

“I think I have an idea…” Twilight whispered as Plan entered the room. “Plan, would you mind bringing some of this stuff to Sugarcube corner? Pinkie may want to re-stock her party cannon.”

“Party cannon?” Master Plan cocked an eyebrow.

“You’ll understand when you see it,” Twilight empathized with his confusion.

Master Plan merely shrugged before heading out the door, a box of party hats and confetti magically floating above his head. Rarity turned back to Twilight, “You don’t think the dragon in his story…? I mean, we did the right thing, didn’t we?”

Twilight didn’t respond, her eyes sorrowfully tracking Master Plan as he left.

==================================================================================

As Master Plan entered Sugarcube corner, he found Pinkie Pie already sorting leftover treats and supplies. “Hello, Pinkie,” he called out, “Twilight said you would want these for a party… cannon?”

Instantly, Pinkie’s eyes lit up as she turned to face him. “Oooh!” she chirped before pulling a large cannon from behind her. Master Plan wondered how he failed to see it earlier, as it was almost as large as Pinkie. “Just toss ‘em right in there!” she gestured towards the barrel of the artillery.

Master Plan hesitantly hoisted the contents of the box into the seemingly bottomless pit before starting to head out. As he exited the shop, his thoughts drifted to the next phase of his plan. He had just revealed more to the elements of harmony than he did his current allies, and hopefully gained their trust. Obviously the impromptu party indicated they felt no reason not to trust him, but the coming days would be trying times.

His absence of presence made the collision even more surprising, knocking Plan and his opposing force to their flanks. “Sorry!” the bubbly unicorn scrambled to her feet. A box of baked treats fell to the ground, its contents aptly scrambled.

Master Plan turned his gaze to the box, still slightly stunned by his lack of attentiveness. Regaining his composure, he turned back to the white pony. “Sorry about that,” he gestured towards the box, “I’ll buy you a new one.”

“No, it’s alright,” the unicorn blushed.

“Don’t worry about it; it’s not a problem at all.” He was growing short on funds, but he needed to keep his cover. “Here, come with me,” he extended a hoof towards the stranger.

As the two returned to Sugarcube corner, Pinkie’s eyes lit up with excitement. “Ohmygosh! Somepony new!” Master Plan rolled his eyes as he prepared himself for Pinkie Pie’s shenanigans.

The unicorn blushed nervously. “Oh, yes, well I’m just here to visit.”

“Well let me be the first to welcome you to Ponyville! I’m Pinkie Pie!”

“Cleric” she replied. She turned to Mrs. Cake, who was approaching the counter. “I dropped the last batch of cupcakes, sorry.”

“Don’t worry, dear, this next batch is on me!” The salespony replied, a chill going down her spine as Master Plan caught her eye.

Pinkie didn’t let the change in topic stop her momentum. “You know what we should do? We should throw another party!” she proclaimed.

Master Plan looked at her uneasily, “Really, Pinkie? You don’t think it’s too soon?”

Pinkie Pie’s eyes showed nothing less than pure shock. “Too soon for a PARTY? Are you loco in the coco?!”

Cleric turned her head abashedly, “It’s alright, I’m only going to be here for a short while.” In truth, Plan was glad this stranger had saved him from another one of Pinkie’s parties; while the festivities earlier that day did grow to be rather enjoyable, he was growing tired of her obnoxiousness.

Still, something stood out about this mare. “You seem familiar… where did you say you were from?”

Cleric panicked for a moment, searching for an acceptable answer. Should she tell him? She thought to her instructions before leaving. Don’t lie, she was told, but don’t tell him everything. “Well, I’m from Manehattan.”

“Really? I thought I saw you once in Canterlot.”

When had he been to Canterlot? Why did she lie? “Oh, well, my family is from Canterlot, so I spend a lot of time there.” The answer seemed to satisfy him long enough for Mrs. Cake to arrive.

“Here you go dear,” Mrs. Cake passed the box over the counter.

“Thank you,” Cleric replied as she magically lifted the box.

She started to head away from Master Plan before he called out to her, “Cleric! I’d like to show you something.” Why was he taking such an interest in her? She froze as he approached her. “There’s a spot just outside town where the view of Canterlot is spectacular. Here, I’ll show you.”

It made her feel uneasy, but this may be the chance she needed to get some info on her target. “Sure.”

The duo headed outside town towards the Everfree forest when suddenly Plan stopped. “Why are you following me?” Cleric didn’t have time to reply before Master Plan pounced on her, pinning her to the ground. “Who do you work for?” Despite the intensity of his actions, Plan’s voice remained calm and cool.

“What? Who do I work for?” Cleric’s voice held a sense of concern.

“Don’t give me that. I could smell you a mile away.” As Plan’s eyes narrowed, Cleric’s feigned confusion was replaced with a sense of genuine fear. “It’s that white pony, isn’t it? The one who attacked us on the train?” Yes, as he thought to that night, he remembered seeing another pony of her general appearance by his side.

Master Plan held a glowing magical dagger to her throat, and Cleric squinted as she prepared for the end. She felt the blade press against her neck, her mind racing through the various interrogation exercises she was trained in. She knew various spells to disarm a pony assaulting her, to keep from talking under stress, and, if need be, to take her own life for the good of her country. But this was different; she wasn’t behind enemy lines, she wasn’t engaging a foreign enemy or even some sort of cult. She was on the outskirts of Ponyville, possibly the most harmonious town on the planet, with the task of making her enemies her closest friends. She felt the chill of fear not only because she was discovered, but because she felt a strange sense of betrayal. In the few short days she spent in Ponyville, she had already gotten accustomed to the peaceful lifestyle of its ponies, and this sudden burst of violence was disquieting, to say the least.

Soon, however, she heard the shimmering hum of Plan’s magic die out, and felt the pressure of the dagger leave her neck. “I’m not going to kill you,” he proclaimed, “not now. Instead you are going to go to your boss, and tell him that I know he’s coming. Tell him that an entire legion of troops won’t stop me, and he certainly won’t on his own.” As he unpinned his quarry, he turned his eyes upward, another thought coming to mind. “And I want you to think about what exactly your mission is here. You need to decide for yourself, miss ‘Cleric,’ whether the country I’m here to end is one you truly want to protect. I’m not here to destroy Equestria, I’m here to save it.” As he turned away she felt a surge of anger course through her. She was here to protect her country, and this foal had no right to doubt it. She thought of all the techniques she was taught, how easily she could end his life with his back turned.

No, that is what he expects, she thought, her senses returning. He demonstrated he knows some combat spells of his own, and even if she could best him here, he would become a martyr for his cause. His current allies would easily overpower her together, not to mention the elements of harmony, who would most assuredly join his cause. And there was something stirring in her, about his final words. What if the country she served was not the one she wanted to protect? Was there something more, something she remained ignorant to for her own purposes? A tear streaked down Cleric’s face as she tried to regain her composure, her inner turmoil failing to settle.

==================================================================================

When Master Plan returned to the library, it was already getting dark. The various party supplies had been cleaned up, and he found Twilight Sparkle waiting for him, smiling.

“Plan, there’s something I want to show you,” she simply stated. She gestured to be followed and led him to a hill where the rest of their friends awaited. These mares don’t stop, he thought to himself as he braced himself for more festivities.

Instead, though, he saw a calm smile on each of their faces, except of course Steel Hoof. Laid out on the hill was a plaid picnic blanket, adorned with various snacks, and a telescope. “You told us how beautiful the sky was here,” Twilight continued, “but I always find it more beautiful at night.”It was true; as the sun vanished from the horizon the sky was painted with a shimmering display of distant stars.

Master Plan’s eyes widened in genuine surprise; while the party earlier seemed like a tacky display of hospitality, what he was seeing now was a genuine show of kindness. Rarity stepped forward, “We felt awful about what had happened to you dear, and we would like to extend a hoof in friendship.” Then, in a regular show of self-promotion, she added, “In fact, I’m willing to give all of you a free wardrobe makeover at my boutique!”

As the night went on, the ten ponies conversed, star-gazed, and enjoyed each other’s company. Master Plan felt a twinge in his chest as his new friends spoke, as though a closed-off part of him was opened for the first time. As the evening grew late, they found themselves sitting quietly on the grass, stargazing into the night sky.

Twilight looked to her side and smiled, watching Master Plan’s wide eyes dart between the various stars in the sky, filled with calm and wonder. His crimson eyes, which shined with a malevolent hue before, now seemed to warm the cold night, like a pair of glowing hearts.

Soon their friends left for bed, one by one, as Spike, Twilight, and Plan watched the stars late into the night. When they finally left themselves, Twilight turned to Plan and gave a warm grin. “I know things can feel rough, but your friends are here for you.”

Though the night before Master Plan was the first to get some sleep, tonight he was awake late into the morning, doing his best to gather his thoughts and emotions. As he stared out the window, he recalled nights like this during his foalhood, stargazing with his beloved mentor. He looked to Twilight Sparkle, who slept peacefully beside him, before turning back to the window. “You shouldn’t believe everything you’re told.”

End Chapter 7

Strangers and Secrets

[We all carry with us our secrets. Embarrassments, regrets, hidden hatreds and loves; not one of us is truly who we appear to be. To all others, we wear a mask of lies and deceit, playing the role of friendly strangers rather than honest friends. Sometimes, though, our secrets leave our control, and the ugly truth comes billowing out like blood from a wound, exposing our weak, tender selves beneath.]

The hum of insects and chirping of birds was the first sound to greet Zecora as she slowly opened her eyes, trying to assess her last memories. Her eyes widened and she scrambled to her hooves as she remembered Kataro, a shadow of her past, here to hunt her for abandoning her people. He had bested her in combat, prepared a killing stroke and… let her live? Perhaps it was some fluke of fate; some outside factor caused him to flee? No, it was more likely he let her live on purpose, perhaps to instill a message. Did he really believe his words would make her betray the citizens of Ponyville, after all they did for her? Zecora turned to the ceremonial spear next to her, planted into the ground next to where her head had rested. She pulled the weapon from the dirt, readying it to protect her on her journey home, though her thoughts were awash with confusion and uncertainty. What was she to do now? Should she warn the ponies nearby? It was likely Kataro prepared for such an incident, and that it would not end well if she tried anything rash. Besides, she didn’t know what kind of allies he had brought with him; perhaps the ponies he spoke of earlier were an entire army, occupying her hometown. It was unlikely that such a force would arrive in Ponyville without her knowing, but she supposed it was entirely possible. Regardless, the first thing she needed to do was recuperate, as her body was covered in cuts and bruises. She trotted nervously back towards her hut, to tend to the wounds she received.

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By the time Master Plan awoke, Twilight and Spike were already downstairs eating breakfast. He rose to his hooves lazily before stumbling down the stairs. It was the first time in almost a year he had gotten a good night’s sleep, and he wasn’t about to just shake it off. As he faced Twilight’s beaming smile, memories of the prior night flooded his mind. Almost immediately, he straightened his posture, as though he had been exposing some personal secret.

“Come join us!” Twilight waved over towards her roommate, “Spike made some extra breakfast, so there’s plenty left over!”

As Master Plan approached the table, the scent of over-easy eggs and steamed daffodils entered his nostrils; Spike’s cooking skills were surprisingly impressive. There was another thing Plan had missed; most of his journeys involved eating either makeshift or hastily-prepared food, the most delicate meal he had in a while was a coffee on the train. While the party had its fair share of proper food the previous day, most of the snacks were simply baked goods, and while Plan enjoyed a carefully-prepared dessert, he was the type to prefer a savory breakfast over Pinkie’s cupcakes any day.

As he sat at the table, Master Plan levitated a fork and began to dig in at the plate Spike had presented him with. “What should we do today?” Twilight asked as he ate. She momentarily looked away, her ears turning down abashedly, “I suppose you would like to get something done about that dragon problem.” As she spoke, Plan also remembered about what he had told them at the party earlier, and exactly how much they now know. “I have a lot of pull with the princess, I could see what she might do about it herself.”

“No, thank you,” Master Plan replied as he gulped down a bite. “I appreciate it but I’d rather speak to her myself. Besides,” he continued, “Princess Celestia isn’t the only one who I came here to see.”

“She isn’t?” Twilight’s ears perked up with her curiosity.

“You may not be aware of it, but your raw abilities are something that’s talked about for quite a distance,” Twilight blushed as he spoke. “I have some business that I think you can help me with, being the element of magic and all.”

“Thank you, but I’m sure there’s somepony more qualified than me if you want magic,” Twilight embarrassedly waved a hoof in Plan’s direction, “I’m not even part of Canterlot academy anymore.”

“Don’t sell yourself short, Twilight. You may not believe you’re the most skilled spell caster in Equestria but I don’t know anypony with the raw ability you have.” Twilight blushed harder with each word he spoke.

“Yeah, Twilight,” Spike chimed in, “you should show him your stuff! I’ve always said you’re the most powerful unicorn in Equestria!”

Twilight had already learned her lesson about showing some pride, but she still felt Spike’s boast was a little exaggerated. “Spike!” she whined, though it was apparent she was flattered by both their words.

“I’ll give you time to think it over, Twilight. These are some pretty monumental spells I’m proposing, I don’t want you to worry yourself if you don’t think you’re capable.” Plan’s words stung Twilight slightly, but also enticed her sense of curiosity. “Trust me when I say this will take a good amount of research, not to mention raw power. But if anypony can do it, it’s you, Twilight.”

Twilight’s eyes flickered about as she considered Plan’s proposition, as well as try to decipher exactly what he wanted from her. Surely there was somepony more appropriate for the role, somepony more well-read. On the other hand, however, if this was as monumental as he said, success would mean she would be remembered forever as a mare of unparalleled skill and knowledge! She finally looked back to him, and grinned sheepishly, “I’ll think about it.”

Plan grimaced slightly, though in truth he hadn’t expected much more. As the three of them finished their breakfast, Twilight suddenly turned to the door. “Oh, I was supposed to meet Rarity today!” she hastily turned back to Master Plan, “Why don’t you come with me? We can talk about this spell of yours,” she stopped for a moment, blushing, “and, I’d like to ask you some questions about the ‘old country,’ if that’s okay.”

“Certainly,” Plan put on a convincing smile. While this stagnation was starting to feel a little uneasy again, this stage of the plan required he bide his time more than to take action. He needed to earn Twilight’s trust, not to mention Rainbow Dash, and his message he sent through Cleric had yet to garner a response he could gauge.

================================================================================

Applejack stared, dumbfounded, at the vast plowed fields of Sweet Apple Acres. She rubbed her eyes and blinked again, before pulling a full breath of air.

“MACINTOSH!” she bellowed across the breadth of the farm. In a few short moments, her husky older brother came galloping towards the farmhouse where she stood, huffing in exhaustion. “What is the meanin’ of this?” Despite being out of breath, Macintosh still managed to make his confusion clear to see. Applejack noticed his expression and began to elaborate, “How is it that you got the entire field plowed before ah even woke up this mornin’? Is there something you’re hidin’ on me?”

Despite being a stallion of few words, there was rarely a time when Big Macintosh was at a loss for words. “Well… ah… you see…” he stammered as he tried to present the most feasible explanation he could. As it turned out, it wasn’t necessary; as Steel Hoof approached with a smug grin spread across his face, Applejack managed to decipher the rest.

“What are the two of you doin’ in the plum middle of the night plowin’ fields? It’s not good for ya’!” Both of the larger stallions shrunk away from her cold gaze. “Y’all think this little rivalry of yours is so important? Big Mac, what if you threw out your back, over-exertin’ yourself like that?” Her train of thought was broken, however, as she caught Steel’s nervous gaze turned towards the end of the farm. As she turned to see what he was looking for, she saw a familiar figure approaching from the distance.

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As Twilight Sparkle and Master Plan reached Rarity’s boutique, Plan couldn’t help but let out a sigh; he had a feeling this was going to be quite the experience. As soon as Twilight entered the door, a voice could be heard from the other room, “Just a minute!” Rarity entered after a moment, magically carrying an ornate dress in several pieces. She beamed happily as she saw Twilight, “Oh, just the pony I was looking for!” If there was any truth to her statement, Plan felt she hadn’t looked very hard.

Twilight returned the smile “You told me yesterday that you needed me here for something?”

“Oh, yes! I need you to model this dress for me, if you would be so kind. It’s for the Mayor’s Birthday, and I just need to make sure the flow is right,” Rarity gestured towards her array of mirrors, toward which Twilight happily trotted over. As Rarity toyed with the various tapes and fabrics, Plan leaned against a wall patiently. The sound of laughter headed in his direction as Royal Valor and Sweetie Bell entered the Boutique. The pair stopped as they caught sight of Rarity’s guests, and Royal gave Master Plan her most elegant courtesy.

“Good day,” she said somewhat playfully.

Rarity turned in the direction of the noise to see her houseguest and sister enter, and called out to Master Plan, “Plan, have you met my sister, Sweetie Bell?”

“I haven’t,” he responded, his attention more fixed on his associate than Rarity.

Royal did her best not to notice it. “Young Sweetie Bell here has been an absolute pleasure,” she called to Rarity.

“Indeed, a pleasure,” Sweetie Bell repeated, doing her best to impersonate Royal’s Trottingham accent.

When Royal Valor turned back to face Master Plan, she was met with a chilling glare. He knew some down time was for the best, but he wasn’t pleased with how easily Royal had taken to the notion. “Are you from Trottingham too?” Sweetie Bell asked, unknowingly breaking the tension.

Plan gave the filly a weak smile, “Actually, I’m from Unicornia.”

Sweetie Bell cocked her head, “Like the Hearth’s Warming Eve pageant?”

Master Plan was surprised at how quickly the little filly caught on. “Exactly,” he responded as his smile grew more sincere.

She turned to Royal, confusion in her eyes, “I thought all that stuff was made up!”

“Evidently not,” Royal Valor replied in her softest tone. Satisfied, the filly galloped away, grinning as she went.

As Rarity put together the finishing touches of her dress, she smiled at Twilight, “Thank you, darling, for helping me with this!”

“That’s what friends are for, right?” Twilight returned the smile.

Seeing that the process had drawn to a close, Master Plan began to head out the door, when Rarity called out to him. “Wait! I have something special for you!” Master Plan felt a pang of frustration as he turned around to face her. “You remember how I said I would provide you with a complimentary wardrobe?” Plan uneasily nodded his head, “Well, I’m a mare of my word, and I won’t take no for an answer!” Plan suddenly felt Royal’s head pressed against his flank as she shoved him across the room, directly in front of Rarity. From this proximity he was instantly aware of the copious amounts of perfumes and products she adorned herself with each morning. “So, what color would you like?”

“Black,” Plan replied dryly.

Rarity’s head jerked back as she gave him a weak smile, “But… your current wardrobe is… black,” she said as she craned her head sideways to get a better look at his hole-adorned coat. “Wouldn’t you like a different color?”

“I like black.”

Master Plan was not usually the type to get so worked up over something so trivial, but he had grown attached to the professional appearance his black attire had given him (in addition to whatever other justifications he had cooked up for maintaining such a unusual fashion). Rarity scanned the details of his clothing before giving him one last pleading look.

He finally gave in, “… gray, then.” It wasn’t much better, but it at least gave her a palette to work with.

Suddenly, her eyebrows raised as an idea struck her, “I could improve you current wardrobe!” She got to work immediately on retrieving the clothes he wore. While Twilight was uncomfortable watching him remove his clothes, being Ponyville’s premiere seamstress made Rarity much more comfortable with the subject. That is, until she what laid underneath.

Despite Plan’s struggles, Rarity managed to remove his hat and coat to quickly for him to cover his secrets. His hat and coat dropped to the floor as everypony’s mouth fell agape, baffled by the collection of scars that adorned his body, most notably the one on his head. Of the three, Royal Valor was the most surprised, having officially thrown her lot in with this rebel just to find he was still hiding secrets like this. In truth, it was mostly an oversight on his part, while he had a chance to show both Steel Hoof and Kataro this large aspect of his motivation, Royal had joined him with such haste it hadn’t crossed his mind.

Despite their surprise, nopony said a word, until finally Rarity spoke, “Perhaps I’ll just replicate what you have there and work up from there,” her voice was weak and uneasy.

“Yes, I think that’s probably for the best,” Master Plan replied as he threw his coat over his shoulders, “It would probably be easier to simply fix up a new coat than patch up this one anyways.”

“Yes, perhaps,” Rarity grimaced, bothered by his assumptive nature, considering how little he knew about fashion. “However, I do need your hat,” she grabbed his hat before he had a chance to, “I simply don’t have anything like this.” She levitated a fedora from off the racks over to his head, and Plan raised his eyebrows in approval.

“Oh!” Twilight suddenly burst out, “I forgot! I was supposed to meet Fluttershy for lunch!” With that, she quickly galloped out the door, Master Plan in tow.

================================================================================

Kataro sat outside quietly, reflecting on recent events as Fluttershy’s animals played about. Her cottage was one of the most comfortable abodes he had the opportunity to rest in, but staying with the mare was an incredibly awkward situation nonetheless. When they turned in for the night, Fluttershy was not initially aware he intended to stay with her, and quickly became incredibly nervous. Even once Kataro explained himself, however, she was still very uneasy, and, though it was obvious she was uncomfortable with his staying there, she wouldn’t allow him not to. He was certainly not used to the behaviors of these ponies, that was for sure.

His mind also drifted to his confrontation with Zecora. He only hoped it was the right thing to let her live, though, were he in her position, he would sooner take his own life than betray his people again. He knew she would initially reject his proposal, though it would eventually she would have no choice than to accept their conquest as fate and fight by their side. As Kataro closed his eyes, he could almost hear their laughter as the two of them played in the fields as foals. He longed for such a time to return, a time when he could feel safe, and not at war with the world.

Kataro’s thoughts were interrupted as he felt a soft pressing against his leg. A squirrel looked back when he opened his eyes, playfully gesturing for him to follow. He nodded as he stood, and was led to the front gates where Fluttershy patiently awaited Twilight Sparkle’s arrival, seated at a small white table with a hot cup of tea before her. She turned to face him as he approached as if the sound of hoofsteps startled her, but a soft smile spilled out of her lips as she saw the cheerful squirrel perched on his shoulder.

“It looks like you’ve already made a friend,” she remarked cheerfully.

“In my home, nature thrives; we must befriend it to survive,” he replied.

Though the likes of Rainbow Dash or Applejack may not have the patience for zebra dialect, Fluttershy always enjoyed the melodic nature to their speech. She walked over to Kataro to open the gate, before pointing a hoof towards the table. “You can sit down, if you want,” her speech was hesitant as always, “or, uh, whatever you’d like.”

“Thank you, but if it’s all the same, standing here I will remain,” Kataro answered as he closed the gate behind him.

There was a long pause as the two looked out into the distance. While Fluttershy was unsure on what to converse about, Kataro was simply lost in thought. Finally Fluttershy broke the silence, “So, um, what’s it like? Where you grew up, I mean.”

Kataro smiled warmly at the sheepish pony, indulging her interest, “There are trees as far as the eye can see, it is much like here, in Everfree.”

Fluttershy put a hoof to cover her mouth, concerned, “Oh, no! I mean, I love animals, but there are so many scary monsters in the Everfree forest! I don’t think I could live there,” she trailed off as a thought crossed her mind. Although, she realized, I suppose Zecora does and she seems just fine.

“That’s why I’ve come to this place, to see if Celestia will save my race,” Kataro’s expression became more serious.

Their conversation was cut short, however, as they saw Twilight Sparkle in the distance, Master Plan following close behind. “Hey, Fluttershy!” she called down the road, waving a forehoof wildly. Fluttershy mimicked the motion, though less enthusiastically. Twilight panted for a moment as she arrived, a look of concern on her face. “Sorry, I got so caught up in helping Rarity I forgot about our lunch!”

Fluttershy simply responded with a warm smile, “It’s okay, Twilight, I know it was important.” She turned to give Kataro a grin, “Besides, I got have a nice chat with Kataro here while I waited.”

Kataro returned the smile, before giving his attention to Master Plan and Twilight. Twilight levitated some sandwiches from her saddlebag and placed them squarely on the plates in front of Fluttershy. Her eyes turned to panic as she saw the extra plates though, “Omigosh, I forgot about you two!” she turned to Kataro and Master Plan pleadingly.

The stallions gave her an uncomfortable smile, “It’s okay, I’m really not hungry.” Kataro nodded in agreement.

“Are you sure? I can always go back and make more,” Twilight continued, desperate to rectify the situation.

“You can have my sandwich, if you want,” Fluttershy added in.

The two stallions continued to shake their heads politely, however, and soon Twilight’s expression settled. As the mares conversed over lunch, Master Plan saw a burly red figure approaching from the distance. He signaled for Kataro to follow, as he headed towards Steel Hoof’s position.

“We may have problem,” the workpony declared simply. “There is other zebra in Ponyville, one who may know of us.”

Though his attention was still focused on Steel Hoof, Kotaro could feel his spine chill by the intensity of Master Plan’s gaze. “A zebra,” he repeated coldly, “who knows of our plan… Would you care to explain what that means?”

“To you, my friend, I will not lie; Zecora could be a great ally,” Kataro tried to keep his composure.

“You know of this zebra?” Steel cocked his head in confusion.

“Of course he does,” Plan replied furiously, trying his hardest to keep quiet, “where do you think he headed off to so suddenly the other night?”

“Zecora was one I had to find, she is a traitor to my kind.”

“And you decided to continue the pattern?”

“I’m afraid you misunderstand, she could help in our plan.”

“Or she could cause it to crash down around our ears!” Plan struggled to keep his cool, “Communication, my friend! Communication is key!”

Kataro chose not to reply. This pony would not understand his means or customs, he wouldn’t understand the value of confronting a traitor with honor, perhaps even if he was a zebra. Plan’s eyes darted about the ground as he pieced together a plan from this mess. When his head rose , he was facing Steel Hoof, “Who else knows of our presence?”

“When I left, she had told no one. However, she arrived on orange one’s farm.”

Master Plan worked out the next steps in his head for a moment before speaking. “Alright, the situation is still salvageable,” he turned back to Steel Hoof, “Steel, keep the Apple family under tabs for now. No need to act rashly until the situation demands it,” he turned his attention to Kataro, “and Kataro, if this ‘Zecora’ speaks against us, I expect you to clean up her mess.”

“If Zecora speaks against our cause, she will feel the sting of my claws,” he replied affirmatively.

“Hey guys, what’s going on?” Twilight’s voice broke the huddle the three were engaged in as they turned to face her.

“Sorry, it seems Kataro had something he needed to tell us,” Master Plan straightened his posture, trying to reassemble his disheveled state. “Anyway, I think I’ll be heading back to the library.”

“Okay, I’ll meet up with you soon. Fluttershy and I are just finishing up.” She waved to her friends as the three stallions dispersed, each heading to their respective residences.

Fluttershy waited to speak until it was just her and Twilight, “You really seem to like him,” she said cheerily.

Twilight’s ears perked up as she turned back to her friend. “What?! You think I…”

“Oh, no, I just mean you’re really nice to him, even though they just got here.”

Twilight eased off a bit, “Yeah… it’s just after what he said yesterday, I feel so bad. These don’t seem like normal ponies, you know? They act like they’ve… seen things.”

Fluttershy hid behind her thick locks of hair. “I know, I feel awful just thinking we’re responsible for what he said. That pony kind of scares me, that’s all.”

“Scares you? Don’t be silly!” Twilight threw a hoof in front of her mouth as she let out a chuckle. “His clothes are a little but weird, sure, but I’m sure that’s normal in the old kingdom!”

Fluttershy sighed nervously. Perhaps Twilight was right, there wasn’t any evidence that these ponies meant any harm. Still, she saw the unsettling glint in his eye, and Fluttershy spent enough time around wild creatures to know a feral animal when she saw one…

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Zecora took another sip of cider as Applejack mulled about, trying to make her guest comfortable. The drink wasn’t what Zecora was used to, but she didn’t want to insult her friend’s hospitality.

“So what brings ya’ here in such a hurry?” Applejack asked plainly. Zecora opened her mouth to speak, but stopped for a moment, ruminating on what exactly she would say. She knew why she came here; to warn her friends, to keep the citizens of Ponyville safe, but she needed to handle the situation carefully. If she told them everything, they would be able to properly prepare, but she didn’t want to instigate anything herself. She knew that some of her friends, especially the likes of Applejack, would be tempted to take the situation into their own hooves, which could make things worse. In addition, she wasn’t sure what she was dealing with in the first place, though if these rebels were anything like Kataro she could be sure they would be completely capable of carrying out their plans.

Applejack caught on to her friend’s deliberation, “Somethin’ the matter, Zecora?”

Zecora looked up and tried to give a reassuring smile. She thought for a moment before speaking. “I have some questions, if you will; have visitors come to Ponyville?”

As soon as she deciphered Zecora’s question, Applejack’s ears perked up. “Well, sure! A whole group of ponies from way off just showed up!” she pronounced, blissfully unaware of Zecora’s uneasiness.

“A friend of mine has come to town, one who may have issues with the crown,” Zecora replied, trying not to be too blunt.

“With the crown… ya’ mean Princess Celestia? Well that Plan fella… ah know we messed up real bad, but you don’t think he’d blame the princess?” Zecora simply tilted her head in confusion. Applejack paced the floor, trying to assess the situation. She turned back to Zecora, her eyes pleading, “Zecora, what would you do if… if your home was covered in a hundred years of darkness?”

As Zecora pieced the information she had together, her eyes widened at the direness of the situation. Her mind raced as she realized how real her fears were, and the potential dangers that lied ahead. Without saying a word, Zecora stood out of her chair, heading for the exit. She needed to find the mastermind behind this revolution, to keep the citizens of Ponyville safe.

“Now where ya’ going in such a hurry?” Applejack tried to remain assertive, but the concern in her voice was easy to hear.

Zecora stopped a moment in front of the door before turning back to Applejack. “One of these visitors was once my friend, but now I fear some wounds won’t mend.” With that, she exited the farm, moving at a hurried pace but trying not to run. Applejack simply watched as the zebra trailed off, ruminating over her last words.

==============================================================================

When Twilight returned to the library, she found Spike, scrambling around the bookshelves, and Master Plan, sitting in the middle of the study, surrounded by a variety of books. “What are you guys doing?” Twilight asked, trying not to sound too invasive.

Master Plan’s head turned towards her as he heard her voice. “Oh, sorry. I was just doing a little research, if that’s alright with you.”

“Sure, I mean, it is a library after all. What are you looking for?”

Spike jumped in on the conversation, “He’s looking up the Elements of Harmony!” he replied excitedly.

“Indeed, more specifically their origins. You see Twilight, I believe I’ve made a startling discovery. As you know, the Elements of Harmony are based around six different virtues of a harmonious individual.”

“Right; honesty, kindness, generosity, loyalty, laughter, and magic,” Twilight chimed in on his explanation.

“Correct. And as you know, the Elements can only be wielded by exemplars of those virtues.”

“I’m sorry, plan, I don’t see what is so startling about this,” Twilight replied as politely as she could manage.

“What is so interesting is, although the Elements themselves were created using a great deal of magical energy, what really makes them so powerful is the ponies wielding them.”

“So… what does that mean?”

“What it means is that their power can be replicated, assuming one can find suitable exemplars of whatever elements you’re trying to create. It certainly wouldn’t be easy, but it’s not impossible.”

“Why would you want to create a second set of the Elements of Harmony?” Twilight chuckled softly as she spoke.

“Not just harmony, Twilight, but other aspects of the pony spirit can be formed into elements as well. Some of these texts indicate that ancient cults tried to create elements of discord, though their reliability is somewhat questionable.”

Now Twilight became slightly worried. “You want to create a powerful force of disharmony?”

“No, certainly not. What I want to see in these lands is unity.” He started to pace towards Twilight, his voice growing in excitement as he spoke. “The land of Equestria is beautiful, doubtless, but it is struggling to stay unified. While you, the Elements of Harmony, are model exemplars of how to be a virtuous individual, I believe we need to demonstrate to the world how to be a competent leader, and a unified nation.”

“Princess Celestia takes care of that, and now Princess Luna does as well. I think you would agree, Plan, if you met them yourself.” Twilight’s worry started to increase as Master Plan’s words stung her heart.

“The Princesses are powerful, but that does not necessarily make them model leaders.”

“The Princess is a goddess, Plan,” Twilight replied curtly.

“The Princess is an alicorn. She may be powerful, maybe even immortal, but she is not omnipotent.”

Twilight transitioned from worry to anger as her friend berated her lifetime mentor. “You’re not even from this country! Just because we made a mistake doesn’t make it Celestia’s fault!”

“The border provinces are dying, Twilight. They lack some of the most basic needs while cities like Canterlot enjoy prosperity!” Plan walked over to speak to Twilight face-to-face. “Twilight, you may not be the princess, but you are powerful. You can do this, you can lead this country to unity!”

Twilight dropped her head, her previous fervor missing. “I think you should go,” she levitated a small bag over toward the two of them, “here are some bits for the motel. I think it’s best if you stay there tonight.” As she walked away, Spike quickly held open the door, protective of his best friend’s feelings. Master Plan looked about the library before heading out the door. He appeared slighted, but he did not seem to share Twilight’s sorrow, instead a fire brewed in his heart as he left.

As Spike closed the door behind him, he heard Twilight’s weak voice behind him. “I’m not wrong, am I, Spike?” when he turned to face her, her head was bowed so that her hair covered her eyes, “the Princess… I mean, I…”

Spike placed a comforting claw on Twilight’s shoulder, “I don’t know about politics,” he said quietly, his head more on-the-level than usual, “but the Princess loves you like her own daughter. You did the right thing in protecting her.” She gave Spike a wounded smile before heading upstairs.

Despite the early hour, Twilight plopped in her bed, pulling a pillow under her face. Happy days from her youth flooded her mind, times of laughter and learning. Her life was so perfect, and her friends lives were so perfect, was it possible that their happiness was at somepony else’s expense? Could she afford to be a little less happy, to know that it meant somepony would not have to worry about living another day? Below her, her pillow began to moisten, as she fought to believe in what she was taught for so many years.

================================================================================

As Master Plan passed the ledger back, receiving his customary apathetic glance from Well Rested, he continued to dwell on his confrontation with Twilight Sparkle. He was frustrated with her unwillingness to cooperate, but there was… something else. He felt hurt, not at Twilight’s resistance but at himself. It pained him to see her fight so desperately against him, against the truth, and part of him wanted for her to be right, wanted to end this crusade and settle down here in Ponyville.

Her naive devotion reminded him of his own foalhood, and of her. He remembered his own coltish devotion, how she made him feel, how the world felt so safe. And he remembered how she wounded him, how she betrayed his trust and shattered his heart. His forehead stung as he hung up his hat, his own reflection appearing as some sort of monstrous stranger as he drowned in the nostalgia. As he rested himself on the motel bed, he silently resolved to himself to never let anypony enrapture his heart the way she did.

Never again.

End Chapter 8

A Game of Rivals

[The greatest challenge of sentient beings is to master and overcome other sentient beings. The laws of nature and the universe are but tools at the behest of an intelligent creature, forever malleable and predictable, but it is our challengers and rivals that compel us to truly greater feats. To overcome the will of an equal, with all of their capabilities, adaptabilities, and own skills, is the greatest feat to master.]

The calming wind cleared Master Plan’s mind, as the sun gently warmed him atop a lush green hill. He opened his eyes after a moment, taking in the splendor of the world around him. Though he knew this beauty may not last much longer, he wanted to take it in while he could.

Behind him, he could hear Twilight’s voice as she approached. “Where are you going?”

Plan turned to face her, confused by her line of questioning. Despite inquisitive her tone of voice, Twilight’s expression was simple and monotone, as she stared blankly into his eyes. “I’m not going anywhere, Twilight.”

“That’s not true,” she responded plainly, “I know you aren’t going to stay here.”

Master Plan felt his heart rate increase as he started to feel trapped. He didn’t want to lie to her, but he felt desperately compelled to. “I’m just going to make peace,” he tried to keep his nervousness hidden as he spoke; “I don’t want to hurt anypony.”

Twilight cocked her head in confusion. “Who would you be hurting?” she paced in front of him, her head turned down in thought, “I know you can’t hurt Celestia, and I don’t think you would want to hurt yourself,” she turned her head back to him, her eyes filled with concern, “are you worried about hurting… me?”

Master Plan started to respond, but stopped as he noticed a familiar stink and felt a warm drip down his forehead. He pressed his hoof to the source to see what it was, and revealed a thick red smudge. He gave Twilight an awkward smile as he wiped again, though she hardly seemed to notice. The flow increased as he tried to wipe it away, until it started pouring in his eyes, stinging and burning. The taste of blood filled his mouth, and he started to gag, suffocating on the onrush his body expelled.

Twilight took a nervous step backward as he vomited dark red gore onto the beautiful green grass, the world growing dimmer with each heave. The smell alone suffocated his senses, and he stumbled to his belly as the ground below him became too slippery to stand on. He reached a pleading hoof towards Twilight Sparkle, who now broke into a panicked run, as the world around him grew dark and repulsive.

Knock, knock, knock! Plan’s eyes shot open as somepony pounded on the motel door. He looked around to assess his surroundings, quickly recalling the previous night. He magically donned his attire as the knocking continued, making his way to the door. He opened it to find Well Rested, more wide eyed than usual, standing angrily in the hall.

“Is everything okay?” he asked, his voice angrier than it should be for such a line of questioning.

“I’m sorry?” Plan responded inquisitively.

Well Rested gave a frustrated sigh before continuing, “You were screaming. Is something wrong?”

“I’m sorry, everything’s fine,” Plan waved a dismissive hoof, “I’ll try to keep it down.”

Plan managed to catch a mumbled, “Everything’s fine, my flank,” before he turned back towards his room, a tuft of light green mane disappearing from the corner of his eye, into the room across from his.

Plan removed his hat as he sat back down on his bed, wiping the sweat from his forehead. Inquisitively, he rubbed his horn and the surrounding area, tracing the scar around it. As he recollected his thoughts, he looked out the window. It’s time, I suppose, he thought to himself, to go regain miss Sparkle’s trust.

================================================================================

Twilight trotted out the front door of her library with her head hung low; the previous night was anything but restful. Her mind was racing the entire night with regrets, memories, plans for the future, her friends and loved ones. She wished she could help Plan understand that Celestia wasn’t to blame for his tragedy, and she wished he could know the princess the way she did. As she walked the streets of Ponyville, she was so caught up in her thoughts she didn’t even hear Pinkie approaching.

“Hey, Twilight! What’s up?” Pinkie Pie was cheerful as ever, despite Twilight’s gloom.

“Oh, hi Pinkie,” Twilight tried to give Pinkie a reassuring smile. Still, she couldn’t get her mind off the conversation she had last night.

“Hey, Twilight, where’s your coltfriend?” Pinkie looked around curiously.

Twilight’s head shot up instantly, her face a burning red as she gave Pinkie a shocked look. “What?!?”

“Yeah, you know, Master Plan? Some ponies said they saw you two walking around town, yesterday, and I thought maybe you guys were dating. Did you two get in a fight or something?”

Twilight’s blood started to boil. “Pinkie, first of all, he’s not my coltfriend! And we did not-“ Twilight suddenly stopped herself as she realized the second part of Pinkie’s questioning was true. Rather than returning her to her previous depression, however, her anger only grew. The growls and grumbles she let off were barely discernible as words.

Twilight stomped off towards the motel, mumbling angrily when she nearly crashed into a small off-white unicorn, exiting the motel. Twilight stopped just before the mare, whose eyes lit up at the sight of her, “Ah, Miss Sparkle! Good morning!” Cleric gave Twilight a smile before trotting off.

Before Twilight could gather what had just occurred, she caught Master Plan in her peripherals, bringing back the frustration she had a moment ago. “YOU!” she pointed an accusing hoof in Plan’s direction as she headed his way. Master Plan took a nervous step backwards as she approached, unprepared for the onrush of fury moving towards him. “You are going to tell everypony in this town that you are NOT my coltfriend!” Twilight barked.

“I beg your pardon?” Plan’s initial fear was replaced with genuine confusion towards Twilight’s accusations.

“I said, YOU ARE NOT MY COLTFRIEND!” Twilight’s shouting was followed by echoing silence as the air around them seemed to grow still.

“Well, it seems you managed to tell everypony so yourself,” Master Plan remarked as he started to walk past Twilight. If he wanted to level with her, this wasn’t the time. “I’m going to go see what Rarity’s progress on my coat is.”

===============================================================================

Having worked on the farm her whole life, apple-bucking was something Applejack could do without thinking, and she usually used her work time to get most of her thoughts and decisions out of the way. Usually she this only took a short while and she could concentrate on her work, but recent events were a lot more than she was used to. While everything seemed normal enough on the outside, Zecora’s visit had Applejack worried, compound with her own suspicions when Master Plan and his friends arrived in Ponyville. She didn’t know what these newcomers wanted, but she had the feeling that they meant harm, which was only amplified when she found out that at least one of them came from a land she and her friends doomed to a hundred years of darkness. There was a chance that he didn’t know they were behind it, and an even slimmer chance that he was just here to make amends, but Applejack knew, were she in Plan’s place, she would probably want to get even, which is a pretty big feat considering what he had apparently been through.

Applejack stopped her progress for a moment, deep in thought, before heading out towards the barn. She was going to find out exactly what Steel Hoof and his friends were here for…

================================================================================

Inside the boutique, Rarity was putting the finishing touches on an ornate dress in the middle of the room, humming cheerfully as she worked. She swiveled her head as the door opened, giving Plan an excited smile. Before he even had a chance to speak, she was trotting about, pulling various items of clothing off several racks and levitating the ensemble towards a mannequin. She turned back to Plan as she assembled the wardrobe, “What do you think?”

Master Plan was surprised, the attire was certainly fitting. The coat she produced was much like his, though with a silver design lining the ends and collar. Beneath it was a formal black shirt to match the coat, a crimson tie wrapped around the neck. The hat received much the same treatment as the coat, a silver design along the brim of the cap and the strap that surround the base of the hat. A small silver badge was also planted on the front of the hat, displaying a chess piece that resembled his cutie mark. “It’s… good!” he was genuinely surprised with how she was able to capture his tastes.

“Why thank you dear, I’m glad you like it.” Rarity turned back to the wardrobe, “I must admit I was hesitant to work with such a dull palette at first, but it turned out to be an interesting change from my usual brightly colored ensembles; it let me finish this much sooner than I expected.” She paced around the mannequin, gesturing a hoof towards each aspect as she spoke about it, “Fortunately I happened to have a coat like yours on hand, an older design from a friend. This design here is a little something I cooked up in Canterlot; it has sort of a regal sense to it, don’t you think?” She moved over towards the front of the mannequin, “I know you wanted simply black and grey, but I think this tie here would go marvelously with those gorgeous eyes of yours.” She pulled the cap from off the display, “this hat is something like I’ve never seen, darling,” she turned her eyes curiously back to Plan.

“It’s from Stalliongrad,” he answered to her implied question.

“I see,” she turned back to the cap, “well it was a joy to work with! This little badge here is supposed to reflect your cutie mark, I hope you like it!” After a moment of studying her work, she gave the hat a grimace, “I must admit, it was difficult to prevent myself using my usual jewels on this piece,” she turned back to Plan, “if you want some coloring up on this outfit, just bring it back here and I’ll see what I can do.”

“I appreciate the offer, but I don’t think that will be an issue,” Plan replied as his eyes traced the layout of the outfit before him.

“Well, go on! Try it on!” Rarity levitated the various pieces of clothing into Plan’s magical grip, while he returned the fedora she offered him, “the changing room is in the back.”

When Master Plan emerged, he could already feel the difference; no longer did he resemble a battered worn nopony, but instead a regal and looming mastermind. The strong shoulders of his coat, the tightly fastened tie around his neck, the gleaming silver that adorned his cap; all of this made him feel stronger and more powerful, and his stance showed this.

“Darling! You look marvelous!” Rarity’s eyes lit up with approval as Plan strutted back towards the three-way-mirror. To be honest, she would have preferred something a little more cheerful (she was inclined to believe that his appearance would probably have the same effect on ponies it already did), but considering the disaster that occurred the last time she built an outfit to her friend’s specifications rather than her own intuition, she was pleased enough with the result.

It was evident that Plan felt the same, as he inspected his reflection from various angles. Though not exactly smiling, it was clear he felt the outfit suited him, as was exemplified in his courteous nod he gave Rarity for her work. “Thank you for this, Rarity.”

“Oh, it was the least I could do, considering your disheveled state!” Rarity was usually cautious to not insult her guest, but she could tell that Plan was thick-skinned enough to not be offended. “Really, it was my pleasure!”

***

After exchanging pleasantries with Rarity and promising to return the favor, Master Plan returned towards his initial destination: the library. He stopped in his tracks, however, when he noticed a familiar pony in the distance. Though Plan couldn’t put his hoof on it, he knew he had seen this pony somewhere before. Where didn’t really matter, though, as it seemed the stranger was headed in his direction.

“You’re Master Plan, aren’t you?” The snobbish white unicorn called out, a sinister undertone in his voice. “If you don’t mind, I’d like you to come with me.”

Plan studied the stranger for a moment before complying. His fur was a sheen of white, his mane a slightly more beige shade. His flank bore a slightly tipped scale, and upon his face sat a heavy monocle. Upon further inspection Plan realized this was the pony who attempted to arrest him on the train. He considered resistance for a moment, though he realized that it would not only compromise his cover, it may prove ineffective altogether; he had no way of knowing what this pony was capable of or even what his intentions were. Plan simply nodded as he followed the white pony down the road towards Ponyville.

“My name is Holy Justice, I’m with the Department of Kingdom Security and I’m here to investigate a plot to overthrow the royal throne.” He shot Plan a wolfish smile as they crossed the river towards the park. “An associate of mine has recently delivered a message from somepony by your name, and a particularly harsh message at that,” he gestured towards a park bench as they left earshot of anypony nearby. “I intend to return a message of my own, and I decided it would be best received if it were delivered face to face.”

Both ponies sat on the bench, nonchalantly observing the idle birds and whispering trees. “I believe I’m inclined to agree, Mr. Justice, it is considered honorable in times of conflict to negotiate on even terms,” Master Plan shot back, his voice carrying a subtle harshness.

“Indeed, though I do hope we never live to see times of true conflict,” Holy Justice kept his voice calm and casual as he spoke, as though unaware of the situation himself.

“I’m afraid we cannot always see our hopes achieved,” Plan turned his gaze slightly towards his rival, “Besides, war has often been the precursor to positive change, has it not?”

Though he did not turn his head, Justice’s expression turned somewhat sour at this, “It is my professional obligation, Mr. Plan, to ensure that such an observation cannot accurately be made in our lifetimes.”

“Perhaps we should dispose with the pleasantries,” Plan continued, slightly pleased with Justice’s apparent annoyance, “I have quite the busy day and a number of somewhat monumental tasks ahead of me.”

“Indeed,” Justice adjusted his monocle, “I have recently acquired the necessary papers warranting your arrest, and providing the use of the Equestrian guard at my disposal to do so.” He turned his attention fully towards Master Plan, “you will be arrested within the next few days, you will be put on trial, and you will likely suffer banishment. Why I’m here now is to give the innocent citizens of Ponyville a chance to continue their peaceful lives without interference from our petty squabble. I’m giving you a single day for you and your compatriots to leave the premises of Ponyville, so that our arrest,” Justice sighed before continuing, “or, if need be, battle, can take place away from the attentions of ponies who are both unaccustomed and unwilling to live in any awareness of the darker side of this world.”

Though his response was already formulated, Plan was somewhat intrigued by the behaviors of this stranger. “The innocence of Ponyville? Surely you don’t think they are completely oblivious to things like war?” he turned back to the scenery, basking in the irony of his predicament. “Innocence is like youth, trying to preserve it only ends poorly; you could say I’m doing these ponies a service.”

Holy Justice shook his disapprovingly. “And here I thought we were getting along so well.” He turned back towards Plan, “You know, I do admire your conviction. I was even pleased to hear you would not be put to death when caught; a mind such as yours really shouldn’t go to waste.”

“You’d rather I rot in a prison, wasting away without meaning or purpose?”

“I’d rather that you applied your talents towards the good of all Equestrians.”

“And so I will.” Plan turned to his rival with a smile, “be patient my friend, the world isn’t whole yet.”

Holy Justice grimaced. “Just because I hold a respect for you, do not mistake us as friends. Your plots are unforgivable, and your corruption shall not spread any further if I can help it.”

“Corruption?” Plan let out a hearty laugh. “You really think there is such a thing? There’s only the spreading of ideals, and the strongest ideal shall be considered just!”

“Your words, Master Plan, lead these ponies down a dark path, one that only ends in pain and sorrow.”

“What I do is bring them the truth. Your petty government protects them, shelters them, but when those walls are broken down, the blinding light of reality is too strong, and it burns away their sight, leaving them wandering in the dark. I bring the truth, that they may live in freedom, free of the shackles of ignorance and into the world that they can build, where anything can happen,” he gave Justice a feral grin, “even the death of a goddess.”

“I know the dark secrets this world hides. I understand how it is to fight against the tide of pain and suffering with a nonchalant grin. I know the corruption that breeds in the highest echelons, and the poverty that strikes the poorest streets. These things, however, are the way it is meant to be. You can’t create a perfect world, and you are a foal to believe you can where our princesses cannot.”

Master Plan scowled. “You’ve seen the darkness? I care not for the corruption that ebbs at your towers, and the hunger that strikes your gutters; the true darkness lies in the hearts of all ponies, where the principals and lies are built and fed. You have not seen darkness until you have seen the closest friends betray one another, and for what? For wealth? For power? For simple food? For nothing! For something so pointless, so nonexistent, as principal!”

“And you aim to change this? You think you can alter ‘the hearts of all ponies?’”

Master Plan rose from the bench as he turned towards the town, “I pity you, and your obedience. I hope the sun goddess keeps her dogs well fed, because tomorrow the world you know will begin to crumble.”

Holy Justice remained on the bench as he watched his nemesis pace off into the distance.

***

As Master Plan approached the town, his thoughts were interrupted by the sound of heavy hooves, galloping in his direction. “Comrade, the farm pony goes to alert authorities of our plan!” Steel Hoof was nearly out of breath as he arrived.

“She knows why we’re here?” Master Plan’s expression was more alert than frustrated.

“I do not know, but she has acted suspicious since zebra came for visit.”

Master Plan paced back and forth, contemplating his options. On one hand, it was evident that government figures already knew about his operations, though it was entirely possible that the entire conversation with Holy Justice was a bluff, a trap to lure him out of Ponyville. Still, if Twilight Sparkle or the others discovered about his plan via the wrong means, it could jeopardize the entire operation. Time was growing short as it was, and it was probably best that he take action to prevent it.

After a few moments of deliberation, Master Plan turned to his friend, “I want you to silence her. You don’t need to kill the element of honesty, but ensure her friends do not discover our motives.”

Steel Hoof simply nodded, as he turned back towards Sweet Apple Acres. Master Plan, on the other hand, continued back towards the library, bent on gaining the trust of a certain somepony…

================================================================================

When Steel Hoof approached the barn, Applejack was still nearby. Strapping on her saddlebags, Applejack headed out of the farm house, a grim and contemplative expression across her face. She turned a gaze towards the setting sun before heading off, nearing Steel Hoof’s position. As his stern figure caught her eye, she gave him an apologetic expression. “Somethin’ you need, sugarcube?”

Steel Hoof was typically direct. “I think you should stay here, on farm.”

“Sorry, but ah’m gonna just head over to Twilight’s for a moment, and then ah’ll be right back.”

As she started to head off, Steel put a hoof on her shoulder, “I am sorry, but I cannot let you do that.”

Applejack responded with a pleading gaze, more wounded than nervous, as she gently tried to remove Steel’s Hoof. The effort was unnecessary, however, as he was quickly jolted to the side by a massive blunt force to the ribs. Over him stood Big Macintosh, breathing heavily and angrily. “Go! Git out of here!” he barked at his sister, before being barreled over by his rival.

Big Macintosh took the blow in stride, rolling back to his hooves several feet away from Steel Hoof. A moment of silence passed as both of the massive earth ponies stared each other down. Though their faces bore expressions of anger, both were secretly excited to test their strength against the other in such a direct fashion.

Macintosh made the first move, charging towards his opponent with his head lowered. Steel Hoof responded by sidestepping the attack, ramming his shoulder into Macintosh’s side. The blow was not enough to knock the farmer down, however, and he responded with a kick of his own into Steel’s legs. The stallion buckled and fell to his knees, but returned with a rising head butt, catching his opponent in the chin. Big Mac reeled back a few steps, his vision blurry and disoriented. He shook his head to regain his focus, only to see Steel Hoof charging towards him. The collusion brought the two into a nearby apple tree, their weight splintering bark and damaging the trunk. The falling apples went unnoticed compared to the violent force of the blows each had just received, and the two ponies took as step back to regain their balance before charging into one another again.

As Steel Hoof readied himself for another charge, Big Macintosh responded by rearing onto his back hooves, coming down atop his opponent’s back with his fore hooves and head. He wailed away at the downed earth pony with his fore hooves, until a sweeping motion made by Steel Hooves pulled him off his hooves. Once hitting the ground, Big Mac rolled to his side, narrowly missing a hefty buck that left an imprint in the ground the size of a boulder. Hastily climbing to his hooves, he stepped back just in time to avoid a second swing, and respond with a buck of his own. The force of the farm pony’s practiced buck sent Steel Hoof flying through the air, crashing into the wall of the Apple family barn. He followed up the attack with a speedy charge, only to be caught in Steel Hoof’s grip. Steel used Macintosh’s momentum to send him flying through the barn wall, crashing into a nearby pig pen and sending the pigs inside reeling.

Big Macintosh started to stand, but instead, stayed at his knees, his low center of gravity catching the pony charging towards him off guard and over his back. Steel Hoof crashed into one of the beams holding up the barn, and the structure started to rattle and shake. He wrapped his teeth around a loose chunk of wood, swinging wildly at his opponent. Big Macintosh was a tough stallion, but he wasn’t about to fight an armed pony his size. He backed away from Steel’s swings before breaking into a run towards the upper level of the barn. Steel Hoof followed in pursuit, his missed swings crashing into walls and hay bales. Finally Big Mac managed to dislodge the weapon from Steel’s grip, and the two stallions barreled into one another, crashing into a group of hay bales below. As both ponies climbed out of the hay, they took stance facing each other, each catching his breath for a moment. The havoc of the moment subsided; however, as they heard the sound of the barn doors slowly open.

“What are you to doin’?” the miniscule yellow filly complained. “Y’all are makin’ a ruckus, and it’s scarin’ all the pigs!” Applebloom stood in the doorway with an expression of equal parts confusion and frustration. The two stallions turned to each other, guffawing wildly before falling to the floor. “Big Macintosh? Big Macintosh!”

================================================================================

Twilight let out an exhausted sigh as she sat with a cup of coffee in her library, Fluttershy at her side. It was fortunate Fluttershy showed up when she did; the element of kindness turned out to be the perfect therapist for Twilight’s stress, and the two mares eventually managed to enjoy a pleasant afternoon together. Eventually, they were joined by Rainbow Dash, and it wasn’t long before the three of them found themselves in Twilight’s library, enjoying a good book.

When Master Plan arrived, Twilight gave him a welcoming smile, a pleasant change from their meeting that morning. “Hey, Plan!” she chirped gleefully, before returning her attention to her book.

“Twilight, there’s something I need to talk to you about,” Master Plan started, his voice slightly concerned.

Twilight cut him off, having already made her assumptions. “It’s okay, really. I overreacted earlier today, and I actually wanted to apologize.”

Master Plan straightened his posture, trying to emphasize his seriousness, though his voice remained calm and concerned. “I appreciate it, Twilight, but first I need you to hear what I have to say,” his eyes turned to Rainbow Dash, “all of you do.”

The mares looked at him with sympathetic eyes, which made his task all the more difficult. He was usually used to breaking harsh news, but this time something was different. There was so much at stake here; if he lost their trust then he lost everything.

No, that wasn’t it. A lot certainly hinged on the careful use of his words, but this was a skill he had taken years to master. A part of him knew that what he had to say, what he had to tell them, would wound these mares whom he quickly came to know as friends.

Twilight managed to break his absence of presence as she spoke, however. “Plan, if this is about last night, don’t worry about it. We were both angry; I really mistook your intentions and you probably said some things you didn’t mean.”

“No, Twilight, listen,” he turned his gaze to the floor, trying to find the right words, “I meant every word I said last night. I know your relationship with the princess means a lot to you, but I have some issues with the choices she’s made. Issues I don’t think will be easily resolved.”

At this point their conversation had even garnered the attentions of Spike and Rainbow Dash, who chose to interject. “Oh, yeah? What kind of issues are talking about here?” Plan gave her a solemn grin, if there was somepony that could be counted on in the coming days, it would be the pony lauded as the element of loyalty. Now if only he could help her break her current loyalties.

Though he opened his mouth to speak, he was finding it more and more difficult to find the words he needed. It would probably be easier to propose marriage to a total stranger than tell these ponies of the violence that was about to erupt. “I’ve made some… dangerous choices recently, but I believe they were the right choices. Choices that have made life difficult, and choices that make me a wanted pony.” He let out an anxious sigh, “I fear the world you girls know is about to change, but I need your trust.”

Nopony said a word; though they wanted to trust him, they also wanted to know why trusting him would be an issue. “Tomorrow, I’m going to-“

His speech was interrupted by the sudden arrival of Applejack, whose exhaustion only enhanced her flabbergasted expression. She stood in the door, wide-eyed at Plan’s arrival; what could she tell Twilight now with him here? She decided to follow her specialty and go with the truth.

“Twilight, ah think these ponies aren’t here for the reasons they say they are,” she was unsure how exactly to word her speculations without any evidence, or a straightforward accusation for that matter.

Though she expected Plan to resist, she was caught off guard by his particular response. “Really? And what am I in Ponyville for, Applejack?”

His sarcasm earned him a decent amount of stink-eye before she continued, “Ah ain't accusin’ you of anythin’, but Zecora saw me earlier and she looked a might nervous about Plan and his friends here.” She cooled her temper for a moment before continuing, “Ah think we need to have a talk about what exactly it is you plan on doin when you get to Canterlot.”

***

Atop the roofs of Ponyville, the world seemed so quiet and peaceful. It was unfortunate then, Cleric felt, that such dirty work needed to be done that night. The sound of voices below caught her attention, and she turned to the warm glow of the library to see her quarry exiting the door. Holy Justice had ensured that some of the most powerful spells were at her disposal to achieve her objective that night, and she went over the plan in her mind once more before preparing the first incantation. As her horn shimmered with magical energy, a glowing bow and arrow materialized before her. A green reticule appeared in front of one eye, it’s crosshairs lined up with the notch on the bow. She pulled back the string, preparing in her mind to initiate the time stop and memory erasure spells she was issued directly from the Starswirl the Bearded wing as soon as the bow let fly. The soft sound of voices below grew louder as the other ponies from inside followed. She calmed her breathing as she eyed her mark, doing all she could to maintain focus.

It was unfortunate, then, that something so simple and so accidental as a sneeze, would cause her to lose focus, cause the bow to loose tension, for just long enough to send a veering shot into the group below. All of Cleric's training failed to serve her as she stared, frozen, at the mistake she made.

Below, Applejack, Twilight, Rainbow, and Plan all stood, wide-eyed and mouths agape, as they formed a semi-circle around the bleeding body between them. The ebbing red soaked into her warm yellow coat, as Fluttershy lie bleeding, a hole through her chest.

End Chapter 9

The Battle for Ponyville

[The sickness of the mind is one much more dangerous and more easily spread than that of the body. Where physical illness can be secluded and quarantined, hatred and rage can spread seemingly without control. Darting rapidly from victim to victim, spite grows out of control like a wildfire, consuming the world around the source and eventually burning it to the ground. Sometimes, however, new life rises from the ashes, and sometimes, you have to destroy before you can create...]

The quiet still of Ponyville hospital was broken only by the periodic beeps of the machines connected to Fluttershy as she lie sleeping. Around her, her friends waited with sorrowful expressions as they waited for news of her condition. Her five closest friends, were there, as well as Master Plan and his. Even Steel Hoof, battered and beaten from the prior night, managed to hobble his way there to see her (despite Applebloom’s protests). The ten of them nervously mulled about for what seemed like an eternity, fiddling and worrying. Even Plan’s friends, who had each grown attached to the gentle yellow mare for their own reasons, paced uneasily about.

Master Plan sat in the corner, his eyes fixed contemplatively on the floor. He had become sick to his stomach over the last night, and felt a light pain in his chest. What could possibly cause this nausea? Guilt? He had nothing to be guilty about, he wasn't responsible for Fluttershy's accident, and even if he was, it was one of the most useful events to occur yet. What better way to show evidence of Celestia's crimes than the near-death of Ponyville's kindest citizen? No, it couldn't be guilt... he hadn't grown that soft yet. More likely the effects of a skipped breakfast.

“Ladies, gentlecolts, please give Miss Fluttershy some space,” the doctor’s voice was greeted with gasps and wide stares, excited and fearful in equal measure.

“Is she going to be okay, doc? Is she…” Rainbow Dash shot the unconscious Fluttershy a nervous glance before continuing, “is she going to live?”

“Our tests show she should make a recovery, so long as she remains in medical care during the process.” His statement was met with relieved sighs. “Now, everypony, please vacate the room so she can rest,” before everypony left, however, he placed a hoof on Twilight’s shoulder, causing the group to stop, “Before you leave, was anypony with her during the… accident?”

Twilight turned to face the doctor. “I was, doctor.”

“So was ah,” Applejack took a step forward.

“Me too,” Rainbow moved over to the doctor.

Master Plan looked up towards the four of them, “I was as well.”

“I need to speak to you four, in private,” the doctor’s expression was worryingly solemn.

As the five of them headed to a nearby office, the doctor took his seat behind the desk. “First of all, I want you all to know how fortunate she is. Only a few centimeters to the left, and she wouldn’t be alive right now.” Twilight covered her mouth with a hoof, tears welling in her eyes. “What happened here doesn’t look like an accident. The burns around the wound indicate some sort of weaponized magic. I need to know if Miss Fluttershy has any enemies, anypony who would want to hurt her again.”

“Doctor, Fluttershy is the kindest mare in Ponyville,” Twilight responded, “I don’t know of anypony who would want to hurt her in the first place.”

“Well, this sort of thing doesn’t just happen,” the doctor looked at the four with suspicion, “it would seem that either Miss Fluttershy here has some dangerous enemies, or she was caught in the middle of an unfortunate struggle. Either way, you should have it looked into, for her safety if not your own.”

With that, the doctor dismissed the four of them, and they headed towards the crowd formed in the hall. Master Plan pulled Twilight to the side, a look of grim intensity in his eyes. “Twilight, we need to get the ponies who did this.”

Twilight nodded in agreement. “I know, I’ll contact the police as soon as we get back-“

“The police aren’t going to help us, Twilight,” the harshness in his voice reflected by the fear in her eyes, “the police are responsible. They wanted to silence me, to keep me from speaking out against Celestia.”

Twilight shook her head in disbelief, struggling to bite back the tears. “No, no that’s not possible…”

“It is, Twilight. There is a side to your government you don’t know about, but you can help me end it. You can help me bring them to justice, help me avenge Fluttershy.”

“Don’t talk like she’s dead.”

“I’m sorry. Please, just consider what I said here,” his expression had gone soft, lost its dour intensity he previously held.

A beam of light peaked through the window, indicating the rising sun. Twilight’s ears perked up as she wiped the tears from her eyes, the importance of the coming day dawning on her. “We should go to bed, Plan. We’ve still got a big day ahead of us, and we’ve got a celebration to plan.”

========================================================================

Holy Justice smiled as he gazed over the papers laid out before him. The time had come, he was finally going to catch a dangerous traitor and make a name for himself in history. He had to use all of his political pull to get his sanctions into place, getting royal favors and blind eyes turned repaid by Canterlot’s ruling elite. Even more difficult was getting the sanction of a full battalion of troops without the notice of Princess Celestia or Luna; he didn’t want to pester the royal sisters with his petty raid, after all.

His grin sagged slightly as his eyes turned to his assistant’s latest report. Not only had she missed her intended target, but in her panic she failed to correct the issue by implementing the time stop and memory erasure scrolls she had in her possession, thus potentially vilifying his cause. Fortunately, she managed to escape unseen, so there was a chance his involvement was still unknown.

Still, now he needed to apply due haste more than ever. The preparations were in order, the troops prepared, and his sanctions in place. He resolved, as he looked over the paperwork one last time, that tomorrow was the day to attack. He would arrive in Ponyville, brandishing an arrest warrant and a battalion of troops, on the eve of the Summer Sun Celebration.

=============================================================================

By late morning preparations for the Summer Sun Celebration were already in full swing. Everypony was still hurt over Fluttershy’s injuries, but she insisted that they don’t let her condition worry them. Though Princess Celestia was not scheduled to attend again this year, but that didn’t stop everypony from ensuring the festival was top-notch. Everything from the decorations to the snacks were prepared as though everypony expected the princess to make an arrival just due to their efforts. The festival was moved from its location of the town hall the previous year to an extravagant bazaar lining the Ponyville streets, letting the beauty of the sunrise wash over them in its natural glory. Though Twilight and her friends were late to the preparations, before the afternoon they had joined in the commotion, providing their expertise to ensure an exceptional Summer Sun Celebration. Everypony, from the oldest mare to the youngest colt, had pitched in on this one task; everypony except Master Plan.

In the relatively dim confines of the library, Plan found himself delving deep into various books and tomes relating to the Elements of Harmony and their creation. He could sense the shortness of time, the impending events that would set his plans in motion. Soon, the world these ponies knew would collapse, and a world of truth would be born from its ashes….

Plan’s thoughts were interrupted, however, as the sound of knocking rang throughout the library. As he opened the door, Rainbow Dash hovered in front of him, an expression of slight anxiousness laid out on her face. “Is Twilight here?”

“No, Rainbow, she went to help with the Summer Sun Celebration.”

Rainbow Dash averted her eyes from Plan’s gaze, rubbing the back of her neck. “Can I come in? There’s something I need to talk to you about.”

“Sure, come on in.” Master Plan stepped away from the doorway.

Rainbow hovered to the middle of the room before grounding, where she paced nervously before sitting on the floor. “Something tells me you know who hurt Fluttershy. I wanna know who.”

Master Plan cocked an eyebrow. He didn’t expect this tomboy to be so perceptive, especially when her friends seemed so oblivious to the imminent danger. “I don’t think you do.”

“Try me.”

“Alright,” Plan let out a sigh as he paced about the room. “It was the government. When I told you girls I wanted to take up my issues with Celestia, it seems her agents weren’t too fond of that. They wanted to silence me.”

Rainbow Dash turned her gaze to the floor, shaking her head in disbelief. “No, I don’t believe she would do something like that.”

“She did.”

“You haven’t met her! I have, and Princess Celestia… she’s not like that.” Rainbow Dash’s response held anger and sorrow in equal measure, and Plan couldn’t help but give the slightest grin as his words started to get to her.

“Twilight felt the same, Rainbow Dash. She didn’t want to believe it either, in fact I don’t want to believe it. But it’s the truth; we can’t change that, only react to it.”

As Dash turned her head towards Plan, he could see that an unexpected glint of grim resistance in her eyes. “No, I still think you’re wrong. I’ll prove it to you, we’ll work something out.” She sternly headed towards the door, keeping her gaze away from Plan’s.

“I thought you wanted to get back at them for hurting your friend.”

Dash stopped in her tracks, her gaze still fixed on the ground. “No… I wanted to get back them for hurting Fluttershy.” She gave him one last glance before leaving, “I don’t know if you’re right about this, but you can bet your flank somepony’s gonna pay.”

======================================================================

After a few hours Plan managed to rejoin Twilight and her friends as they finished working on the Summer Sun Celebration. Though the actual celebration would be the following day, the citizens of Ponyville chose to begin celebrating early, so that the foals who were too young to stay up until dawn could still enjoy the festivities. The bazaar buzzed with life as the whole of Ponyville engaged in games and song. Carnival games and puppet shows lined the streets, the aroma of baked goods filled the air, and the sound of laughter and singing could be heard from anywhere in town. Plan came across Twilight Sparkle as she and Rarity applied the final touches to the large banner adorning the town hall.

As Master Plan approached, his draping black figure, contrasting with the bright colors filling Ponyville, caught Twilight’s eye. “Oh, hi Plan! Just give me a second here.” As she magically drove some final nails into the banner, applying a painstaking effort to ensure the ensemble was perfectly symmetrical. “You got here just in time for the festival to start!”

Plan rubbed the back of his neck embarrassedly, “Sorry I wasn’t able to help.”

“Don’t worry about it!” Twilight cocked her head with a warming smile. “You’re technically a guest anyway, so you don’t need to help out with town matters. Besides, I’m sure your research was important enough!”

“Yeah, well thanks.” He started to return to his usual demeanor, “Have you seen the others? I need to speak with them.”

Rarity turned her head in his direction, “You mean Royal and the others? I believe they were helping Pinkie, down by Sugarcube corner.”

Plan could only imagine how well that was going. “Thanks,” he replied as he headed off.

“We’re meeting here in about an hour!” Twilight shouted in his direction as he left, Plan waving a hoof of confirmation. As he approached the bakery, the noise was already evidence of his suspicions.

“Pushy-mushy thing? This is not real word! How can I aid when I do not know what you say!” a deep bellowing voice rang out from the open doors and windows.

“What don’t you understand?! You just need to take the rolly-polly dough and smoosh it with the pushy-mushy thing!” a far higher-pitched voice answered.

As plan entered the building, before him stood Steel Hoof and Pinkie Pie, covered in white tufts of dough, on the verge of exploding at one another (though it looked like Pinkie was secretly holding back a boisterous smile). Near the entrance, Royal Valor and Kataro stood, their eyes expressing their shock and confusion. As Plan shot them an inquisitive glance, they merely shook their heads, indicating they were not a part of what was going on.

“How aren’t you getting this? Just take the pushy-mushy and get the dough all flat!” she pointed a hoof towards a counter in the exposed kitchen, covered in various baking tools and accessories. Plan walked over to the counter, inspecting it for a moment, until he solved the riddle.

“I believe she means this rolling pin, Steel,” he held it magically in the air for his companion to see clearly.

“That’s what I said!” Pinkie shouted as she pointed an accusing hoof at the levitating rolling pin. Steel gritted his teeth, but Plan’s expression conveyed enough for him to bite his tongue.

After a short time helping out Pinkie Pie (or at least attempting to), the four of them exited Sugarcube corner at Master Plan’s behest. Outside, they had the relative privacy of a boisterous crowd, allowing their talk to go unnoticed.

“I just wanted to warn you three that our plans will be escalating very soon.” Most of their expressions showed hints of disappointment, except for Royal Valor, who was clearly upset by the news. Not only was the relative peace of Ponyville a relaxing change of pace, but she knew what would come next would far more hectic than even her time as a royal guard. “These government agents that have been after me struck the other night, as I’m sure you’re all aware. They are going to strike again today, and we need to be prepared.”

“How do you know they attack today?” Steel Hoof asked.

“Simple. They told me.” Master Plan couldn’t help but relish their surprise a little; he had to admit, it was a bold move. “Regardless, we have quite the fight on our hands, and we need to be ready.”

Silently, each nodded, their minds clearing out the chaos around them as they prepared to extinguish themselves of this peaceful existence. Their mental peace was disrupted, however, as the roar of the crowd quickly quieted to a hushed murmur. Plan turned his eyes down the street to see Holy Justice, flanked by his assistant and possibly twenty guards marching in their direction.

As Twilight, Rainbow, and Rarity headed in their friends’ direction, Twilight’s ears fell flat in concern. “What’s going on?”

As though in response, Holy Justice addressed the audience, magically levitating an official scroll before him. “Master Plan, you are hereby ordered by her royal majesty’s court to surrender yourself on account of bribing an officer of the law and attempt at treason! Any resistance will be met with force!”

Master Plan and his associates started to duck into the crowd, but their unusual appearance caused let the townsponies easily single them out. Everypony backed away from the newcomers, except Twilight and her friends, who moved over to their side. Plan dug his back hoof into the dirt as he poised himself into a fighting stance. “I haven’t done anything wrong, and I won’t be arrested for false accusations!” His crimson eyes burned with a fiery anger Twilight had yet to be exposed to.

“You are a traitor to your kingdom and a criminal, and you will submit to her majesty’s will.” Holy Justice maintained a calm demeanor as he spoke.

“Didn’t you hear? He hasn’t done anything wrong!” Rainbow Dash’s voice was flooded with fire, “You can’t arrest somepony for something he hasn’t done yet!”

“Please,” Twilight’s voice was hurt and pleading, “you don’t have to do this.”

Holy Justice cocked an eyebrow. “Twilight Sparkle, on the side of the traitors? What would the princess think if she saw you now?”

Twilight’s heart sank deep into her stomach as he spoke, torn between her duty and her friends for the first time. Plan gritted his teeth, decisively resistant but determined not to make the first move. A spark of inspiration flew through Plan’s mind, and he darted forward and to his right, Holy Justice reflexively switching into a battle stance. As soon as Plan’s horn glowed, a fireball flew in his direction, only to be intercepted by the harmless tomato that Master Plan had grasped with his magic. As he dodged to the side, the fiery blast collided with one of the kiosks behind him, causing its wooden frame to catch fire.

Now officially on the defense, Plan responded with a spell of his own. A magical dart narrowly flew past Holy Justice’s head as he jerked to the side. As his horn glowed, a magical sword appeared floating near his head. Master Plan brandished a blade of his own, and the weapons crackled with magical energy as the two charged towards each other.

From behind the crowd, a pair of earth pony guards charged in Steel Hoof’s direction. He took the blows in stride, and soon Kataro responded with a counter-attack. A swift buck to the ribs sent one of the guards reeling as he collided into the crowd. Another stepped forward, the crowd backing away in fear of the blade clenched in his mouth. The guard swung his weapon in wide arcs, causing Kataro to duck and weave to avoid the attacks. Steel Hoof returned the earlier favor by driving a shoulder into the guard’s side, pushing him hard enough to make him drop his weapon. Kataro picked up the sword and drove into the side of another guard behind him in a single sweeping motion.

“Go! We need to disperse!” Plan barely managed to shout as he dodged another strike from Holy Justice’s blade.

“You’ll need to keep focused, if you plan to beat me!” he remarked confidently as they clashed blades again.

As Rainbow Dash watched these ponies battle on, her mind stirred with turmoil. I don’t want to fight the princess, she thought to herself, but I can’t just stand by and watch as ponies are forced to live in conditions they don’t want to! Her mind reverted to the incident in Appleoosa, the injustice the buffalo tribes faced at the hooves of the more advanced ponies and the anger it made her feel. She was the very symbol of loyalty, but there were few things that made her blood boil more than watching ponies push around those weaker than themselves.

Breaking from their stupor, Royal Valor, Kataro and Steel Hoof all took off in separate directions, each bringing a group of guards in tow. As Royal took off into the air, a trio of pegasus guards followed, two of which carried long spears in their mouths. As one of them swung, Royal maneuvered in the air, barely dodging the attack. A second swing clipped one of her wings, sending her throttling towards the ground.

“Bleeding buggers!” she cursed as she spun towards the Ponyville rooftops, before crashing into the top of Sugarcube corner. Grounded, she galloped away from her attackers, before spinning around to deliver a swift buck to the neck. One of the armed guards choked as he dropped his weapon, before stumbling off the rooftops and crashing into the bazaar below. The unarmed guard lunged towards Royal, pinning her against the roof. The other readied his spear, preparing for a killing stroke.

Before he managed to deliver it, however, a multi-color flash of light intercepted him, throttling the guard off the rooftops and attracting the attention of both Royal Valor and the remaining guard. Rainbow Dash hovered in the air, her eyes filled with a fiery anger, she couldn't take it anymore. She had no issue with authority figures, but these guards were nothing but bullies. As the guard crashed into the ground below, Dash couldn't help but feel a pit in her stomach. Though the Appleoosa incident was little more than a misunderstanding, she feared she was in for the long haul this time.

***

As Kataro raced towards the park, he glanced back to spot two earth pony guards led by a unicorn trailing him. As he reached the bridge, he spun to face his pursuers, lowering himself into a fighting stance. While two of the guards stopped to meet him, one of the earth ponies continued his charge, only to have his momentum used against him, sending him up and into the river. As the unicorn lowered his head, his horn began to glow, sending a beam of light beneath Kataro’s hooves. The bridge started to ripple and crack, slowly giving way to his weight. In response, Kataro slammed his back hooves hard into the ground behind him, causing the bridge to collapse but also sending him flying into the unicorn guard. A bludgeoning hoof crashed into the unicorn’s face as Kataro repeatedly beat him with his fore hooves.

A quick jerk pulled Kataro off his hooves as the other earth pony pulled violently on his tail. He swung his back legs in protest, but the guard managed to evade his flailing appendages as he pulled the zebra towards the river. Kataro quickly pushed himself upwards with his fore hooves, giving him some height over the guard before he lunged forward and latched onto the earth pony’s back. The guard pony flailed about, trying to remove his attacker, but Kataro managed to pull off his helmet and use it as a weapon. Beating viciously into the guard’s skull.

As the guard finally collapsed, Kataro turned his attention back towards the town hall and bazaar, where a fierce flame grew in the distance.

***

As the flames spread from structure to structure, Master Plan and Holy Justice ducked and weaved, swinging magical blades at one another. Each now wielded two swords, bringing the weapons towards one another in arcing displays of finesse and aggression. Spinning around, Holy Justice delivered a fluent buck to Master Plan’s chest, sending him crashing though one of the kiosks and into the building behind it. The building’s wooden infrastructure quickly caught the fire lingering to the shattered pieces of wood that had been launched into its body, slowly spreading to the structures adjacent.

Unfazed, Master Plan quickly climbed back to his hooves, before lunging suicidally at his opponent. He grabbed Justice’s shoulders with his hooves, pushing away the incoming blades with his own, before tossing the white pony across the road. A feral grin spilled out of his lips as he pressed on the attack, not giving his opponent a moment’s respite. As their blades clashed, a low swing by Holy Justice caught Plan’s ankle, sending him crashing into the ground and bringing them both on the level.

Nearby, Steel Hoof shook and rattled, throwing off the increasing waves of attacking guards as they tried to bring him low by leaping onto his back. Slamming into one of the burning kiosks, Steel was able to gain a moment of respite as a pair of guards ran screaming about, their fur coats ablaze.

Twilight Sparkle watched the debacle with horror, horror at the atrocities that went unnoticed and the indescribable violence everypony so willingly engaged. She stood frozen, her mouth agape, as her eyes darted between the screaming citizens and burning buildings. Her whole world was coming down in flames…

Above, four more pegasus guards had the duo of Rainbow Dash and Royal Valor to contend with. While Royal took the defensive, only making precise counter-attacks, Rainbow dash behaved contrarily to this, darting into the fray and using her sheer speed as a powerful enough force to send one guard hurtling into the ground. Royal had retrieved one of the spears from the earlier encounter, and was using it to pierce the wings of her attackers as she dodged their own efforts. Though she was already committed to the revolution, she was still reluctant to kill her former comrades.

Below, Steel Hoof did not share the sentiment as he drove a furious hoof into a downed pony’s skull, the loud crack indicating his success. As the sun set in the distance, the orange hues of the fires consuming Ponyville appeared to reflect onto the sky, filling the air with a sense of violence and anger.

As the chaos ensued around her, Twilight stared dumbly into the raging fires that engulfed the town. Rarity trotted to her side, nervously but sympathetically, placing a comforting hoof over her friend’s shoulder. Though she didn’t speak, Rarity could feel her friend’s pain at the situation. She too felt overwhelmed by the levity of this mayhem, helpless to stop the madness.

Pinkie Pie sat on the front step of Sugarcube corner, her eyes wide with confusion. Her hair fell against her shoulders as the joyful laughing world around devolved into a place of hate and violence in seconds. Almost incapable of comprehending the feelings that were thrown back and forth, she simply stared into the growing flames.

Across the square, Applejack stood firm, a resolute face laid across her face to hide her fear and confusion inside. She worried of Master Plan’s intentions since his arrival, but now she saw the extent of his danger, the very town she grew up in crashing down around her. The hate that flew about the air flew into her lungs, filling her with a rage at the pony who brought her world down about her ears.

As the sun passed below the horizon, the fires that were consuming Ponyville lit up the night with anguish. Master Plan continued his duel with Holy Justice, though a magical ray across his hind leg had made maneuvering difficult. He rolled to the side to avoid another swift blow from above, returning the favor with a rising attack of his own. The swing cut the ends of Justice’s hair as he stepped back to avoid it, smiling with amusement at the challenge he was presented with. He swung a fore hoof that struck Plan across the face, fazing him nearly long enough to sink a successful stab. Plan barreled into his foe, reducing the elegant duel into a merciless brawl for the second time.

Steel Hoof pushed the limp body of one of Ponyville’s angry citizens off his body as he gazed about the burning town. It had seemed that he was incapable of find peace anywhere, not while he kept his mad company. His jaw dropped, however, as he saw the extent of the fires that raged about the town. In the distance he saw Ponyville hospital, nearly consumed in flames. He raced towards it, his heart heavy with thought of the consequences.

Rarity, too, was filled with dread as the fires of battle ravaged her boutique atop the hill. She galloped home, not fearful of her work as much as her history, terrified of watching it burn to the ground.

All the while, Twilight Sparkle sat, silently addled by the madness that broke out from nothing. Her friends were in danger, at war, with a force of ponies sent to destroy her reality. No, not only a group of ponies, but Celestia’s agents. Beloved Princess Celestia, her mentor and friend, had used her infinite power and wisdom to order the end of Ponyville? Was it true, that she feared for her own life so greatly that she would bring down Twilight’s world to remain safe? To remain unopposed? This wasn’t the Celestia she grew up with, the Celestia she knew, but no matter how much she wanted to fight it, she couldn’t ignore the reality around her. These ponies were here to bring down everything she knew and loved, and she had to deal with it herself. She was, after all, the element of magic.

Holy Justice placed a blade to his adversary’s neck, calm and confident in his victory. The cost had been great, indeed, but the damage that was done could be repaired. He would be seen as a villain today, but his efforts to rebuild would have him be a hero. He let the calm warmth of the fire wash over him as he relished the moment, his rival pinned firmly beneath his hoof. What he was not prepared for, however, was the flash of light that appeared down the street.

Twilight Sparkle glowed with furious power, her horn alight with magical energy and her eyes glowing white. She approached Holy Justice slowly, deliberately, without speaking. A pair of pegasus ponies raced to protect him, but a blast of energy shot them out of the air. Another unicorn retaliated with a blast of his own, the magical energy halted by an arcane force field that materialized around her. Twilight had not felt this kind of power for a very long time, not since she had gotten her cutie mark. Even when vanquishing the ursa minor, she had not had this surge of magical energy flow through her. The raw emotion that filled her heart powered her abilities and warped the world around her. The love she held for her friends, the hate she experienced at Celestia’s betrayal, the fear for the future.

Holy Justice stared, dumbfounded, into the blinding light that surrounded Twilight Sparkle as she approached. A ray of magic shot forth, shattering his two swords, followed by another beam that knocked him off Plan’s body. The guards that attempted to apprehend her were shot away by arcing beams of light, and soon Royal Valor and Rainbow Dash had come to her aid, incapacitating the guards in troves. Amidst the commotion, Cleric stared; terrified of the power she had to contend with. The elements of harmony were evidently not just symbols, but creatures of great power. The battle for Ponyville was over.

***

The fires that roared throughout the hospital bit at Steel’s skin as he searched the corridors. He was used to the cold of Stalliongrad, but the heat of the flames was an unfamiliar pain to him. Regardless, he pushed on, desperate to save the last vestige of kindness and hope in his life. “Fluttershy! I am coming!”

As he approached the room where she stayed, he saw a stern, angry figure standing across the hall. “Ah won’t let you touch her!” Applejack was blazing with fury as she shouted. “You ponies caused enough trouble, but ah won’t let you finish her off!”

Her words stung Steel’s heart, but in truth he understood her pain. “We do not have time to be argue! Help me rescue Fluttershy first!” He paused for a moment for continuing, “I promise, I will not hurt her.”

Applejack did not speak, but simply nodded in agreement. The two of them quickly headed to Fluttershy’s room, where the fires had yet to spread. Inside, the pegasus mare remained asleep, though the fire had been causing her great stress as beads of sweat poured down her forehead. As quickly and carefully as possible, the two earth ponies disassembled the unnecessary medical equipment and began to move her bed. As they pushed through the burning hospital, Applejack did her best to keep the medical equipment together and correctly applied while Steel moved collapsed sections of the burning building. Though the process was dangerous, Steel’s heavy lifting, along with a conveniently placed handicap-accessible stairwell, allowed the three of them to escape the building relatively unscathed.

The two of them huffed for air once they exited the building, allowing themselves a moment’s respite from the smoke and fire.

“Good work, Big Macintosh,” the words managed to escape Applejack’s lips before she realized her mistake. She gave Steel a cold stare before turning somberly back to Fluttershy, coughing in her sleep.

Steel gave the pegasus a nod as he spoke, “She should go with you,” as he turned to Applejack, his eyes were cold and remorseful; “there is too much pain where I go. Please, take her with you.”

Despite her earlier anger, Applejack felt pained to pull what seemed like the last vestige of kindness in this world out of Steel Hoof’s life. Slowly and quietly, she wheeled the bed away, into the darkness outside of Ponyville.

***

Master Plan gave a confident smile as he stood over his barely-conscious opponent. A magical sword levitated over Holy Justice’s neck as he twitched, struggling under the pressure of his traitorous rival.

“So, it seems the great Holy Justice has fallen,” he remarked smugly as he gazed into his opponent’s eyes. Slowly, he raised his head, looking over the burning town that surrounded them. “Glorious, isn’t it? I must say this is your masterpiece.” He turned back to Holy Justice, who continued to struggle beneath his hooves. “I say your masterpiece because this is more a monument to your failure than my success.”

He gave a sinister grin, “There is something marvelous about it, though. I’ve always loved the color of fire, the way it dances and changes constantly. Even though it never stays under control, you know what to expect of it. It’s nice… I like to know what to expect.” He let out a malevolent chuckle, “of course, I just expect everything.” He firmed his grip as he pressed down with both front hooves. “Well, it has been… interesting. But I’m afraid this is where our little game ends. Tomorrow, the revolution starts, and I have a glorious world planned. Unfortunately, you’re not a part of it.”

***

Twilight galloped towards the library, her mind racing. What was she doing? She just attacked an officer of the law! Celestia’s law! No… what they did was unspeakable. They deserved what they got, and besides, she didn’t kill anypony… did she?

Twilight stopped in her tracks as she saw her treehouse library, engulfed in flames. All of her books, all of her work, gone; but only one thing ran through her mind. “Spike!”

She raced into the building, her heart pounding. She looked around, but the smoke made it impossible to see anything. Suddenly, she heard something out of the smoke. “Twilight!” Could it be...? “Twilight! Where are you?” Spike’s voice rang out from deep within the smoke.

Twilight ran towards the sound of his voice. “Spike, I’m coming!” She knew his dragon body could handle both the heat and the smoke, but her heart pounded with worry nonetheless. A small purple figure broke free from the dark smoke, running in her direction.

Before she had a chance to say anything, however, a loud crack heralded the falling of a large wooden beam, which crashed down upon his head. “SPIIIIIKEEEE!” It was all she managed to say before she felt a blunt force to the back of her head, and the world around her went black.

End Chapter 10

Changes and Choices

[The choices we make in life, the paths we choose, always affect us in turn. We all make our own paths, choose our own destinies, but our choices also define us in turn. Every decision we make changes us in some way, at the end of every crossroads is a new individual, with brand new perspectives and values, and a brand new world ahead of them.]

It was over. Everything she knew, everything she had loved all her life, all of it went up in smoke in an instant. This smoke soared overhead, vaporizing the world she once knew and carrying it into the atmosphere. And so, Pinkie Pie stared, blank-faced, into the billowing clouds of former Ponyville.

How could this happen? How could these ponies be so angry? Didn’t they know how to share? How to care? How to settle their differences with love and laughter, rather than hatred and violence? The world around her collapsed as something completely foreign to her dominated everypony she knew and reduced them into savage monsters. And now… it was over. The oven that brought her so many treats, her warm cozy bed, the foyer where she held all her parties. All of it, gone. She only prayed that the cakes and their children made it out alright, and that they could start again with all they had.

Who started all this? Who was to blame? Was it her friends, who laughed so uneasily, and lived in their troubled pasts? Was it the government, who needed to keep their order at any cost? Or was it fear itself, Pinkie’s lifelong enemy, the nemesis of laughter? So many questions filled the pink mare’s head as she watched the smoke rise into the atmosphere.

As the bakery burned down behind her, the scorching sugar and batter within let out an aroma of the most delicious cake she could imagine. Pinkie couldn’t help but let out a little giggle at the irony, at the beauty and happiness that seemed to be rising out of the anger. She shut her eyes as she thought to herself, unsure what to do, where to turn next. Clearly, the world she knew was no more. What world lie in its place, she was about to find out…

===============================================================================

“Hurry, children! One at a time, please! Form a straight line following Twist! Quickly!” Cheerilee was in a panic as she corralled the foals away from the burning wreckage. The children of Ponyville elementary elected to take a field trip together to watch the festivities at the summer sun celebration. Their trip had led them to the quiet town hall, where the mayor and Cheerilee had elected to teach the children some of the town history, when the building suddenly went ablaze. Now she found herself leading the frightened foals out of a maze of fire and rubble, with no idea where their parents were located or what she would do when they got out.

She jumped as a large piece of wreckage landed in front of her, blocking her path. Sweat raced down her head as she looked about, desperately trying to figure a way out. Suddenly, a loud crash reached her ears, as a tall figure burst through one of the walls.

“Who are you? What’s going on?” She practically screamed at the stranger.

“I can explain what happened today, but first, you must head this way!” The figure stood aside of the clearing, as a herd of anxious foals stormed through

As Cheerilee approached the stranger, her expression was a mix of anger and relief. “Okay, who are you, and what’s going on?”

Kataro stared into the eyes of the mare for a moment, pondering his wording. It was unlike him to be dishonest, but he had no intention of turning the hatred of this mare or the town’s children against him and his ilk.

“Under the command of Celestia’s will, the royal guard has attacked Ponyville.”

Cheerilee’s eyes widened at his words, her heart trying to pry itself out of her chest. The royal guard? Celestia’s royal guard? Attack Ponyville, the kindest, most welcoming and peaceful town she knew? It didn’t seem possible, perhaps some machination of her mind. Maybe she’d wake up, and head to school to teach the children, like she did every day.

No, she could feel the sting of the flames, and the power of the smoke as it engulfed her surroundings. This was all, terribly real. She didn’t know why this was happening, or even how, but she knew that the children weren’t safe here, and neither was she.

================================================================================

“Hang on Fluttershah!” Applejack could barely breathe with all the smoke, but the rapid beeping on her friend’s heart monitor made her more concerned about something other than her own health. The frail pegasus had started taking quicker, shorter breaths shortly after they had left the hospital, and her friend had no idea what to do to save her. She was used to bucking apples and breaking things apart, not fixing ponies. She ran through the limited options she knew of; should she operate CPR? Would that help now, or just make things worse?

A stern figure stood ahead of them, its features concealed by the smoke. The creature was tall, with a stiff styled mane, its limbs and neck adorned with gleaming metal garments.

“Git out of our way! Ah won’t let you hurt her!” Applejack pushed a hoof into the dirt, readying herself into a battle stance.

“I will not hurt poor Fluttershy, but without my help she could die!” Zecora stepped forward, a look of concern spread across her face.

Applejack eased up, forcing a smile at the sight of her friend. “Oh it’s you, Zecora. Ah thought it was one of them newcomer ponies. That lot seemed nice enough, but now look at this! Nothin’s left! What drives a pony to do such a thing?” Tears started to drip down her face, her stern composure finally broken. “Why did they have to turn out so bad? Why did they have to be so evil? Ah just can’t forgive it!”

At first, Zecora was at a loss for words. There was nothing she could say that would console this pony’s fears and pain. Everything Applejack once knew was now burning to the ground; the vast fields of Sweet Apple Acres were easily consumed in the wildfires. But Zecora chose to keep her mind focused at the task at hand. “Please, let me see our injured friend, she may need my medicine!”

She pulled a pair of small jugs from her saddlebags, before scooping some dirt and nearby flora into the jar. She shook them a while before adding a blue liquid to the concoction, and feeding the mixture into Fluttershy’s mouth. Though unconscious, the mare’s lips thirstily grasped at the pouring concoction, her body desperately trying to resolve her condition.

“All this’ll make her better?” Applejack asked worryingly, her eyes tracing Fluttershy’s small and jerking movements.

“This will only keep her stable, while we get her to my table” Zecora motioned her head towards the Everfree forest.

Though she was anxious to help Fluttershy, Applejack had also been stalling for time, her eyes occasionally darting back into the smoke as she looked for three particular figures. From the fires that blazed around her beloved orchard, she saw who she was looking for, emerging out of the smoke.

“Big Macintosh!” Applejack sprinted towards her brother’s direction, spotting another figure wrapped around his shoulders. “Big Macintosh, you’ve got Granny Smith?”

“Eeyup,” though it was no more than his usual response, his tone of voice was uncharacteristically harsh, his expression stern and heated. The two siblings helped their grandmother from Macintosh’s back together, careful not to put her in a position that she might hurt herself. Applejack wiped her brow in relief, her heart rate slowing a little before spiking at her next realization.

“Big Macintosh, where’s Applebloom?”

================================================================================

“Where are we going?” Applebloom squealed as a larger classmate bumped her aside. “What’s going on? Who are we following?”

“I don’t know, I think Miss Cheerilee said something about a zebra,” Scootaloo grunted, trying to force her way through the moving crowd towards her friends.

“A zebra?” Applebloom’s ears perked up. “Zecora!” she galloped excitedly towards the front of the line, shunting her way past the other children. Her expression changed, however as she caught sight of the figure at the head of the crowd. “You’re not Zecora…”

The zebra’s ears perked up, and he turned to the young filly with a stern but caring expression. “I’m sorry I’m not who you thought I’d be, but I need you children to follow me.”

Whoever this stranger was, he spoke like Zecora. Furthermore, he seemed to want to help, and Applebloom had already learned a lesson in trusting others when she met Zecora.

“All… all right” she replied submissively, backing into the crowd as they moved forward. She saw a group of other ponies in the distance, towards Twilight’s library. She wasn’t sure who they were, but they seemed to be responsible for her continued survival, so she was grateful enough to trust them.

===============================================================================

“We have to save her!” Applejack’s voice was a combination of ferocity and concern, as she prepared to barrel through the zebra standing in her way.

“We cannot save young Applebloom, trying to now will spell our doom!” Zecora pleaded, unsure she could withstand a charge from the Apple siblings.

“But if ah don’t do something, those ponies are gonna hurt her! Hurt mah sister!” Tears started to flow from her eyes, as Applejack felt crushed under the levity of things, under the tragedy that continued to unfold.

“No harm will come to her, I promise. To hurt these ponies is not their wish! There is one thing these ponies need, and that is ponies for them to lead!” She approached her friend gently, placing a comforting hoof over her shoulder. “We will save her before it’s too late, but now we must recuperate.”

Applejack merely stared at her hooves, her mind desperately trying to grasp the situation, trying to convince herself that everything would be alright. It was her trust that allowed this much to happen already, could she put her trust in the hooves of another again? Was this different? Was there anything that made Zecora more trustworthy than these other ponies?

“AJ, we’re gonna get Applebloom back no matter what,” Applejack’s ears perked up at the sound of her brother’s voice, and she slowly turned to face him, tears still streaming down her cheeks, “but ah think we need to go with Zecora on this one. Those ponies are dangerous, and with all the fire, we might do more harm than good.”

It was very rare that Big Macintosh would say so much about anything; only during the most important of times would he say much more than a word or two. Slowly, Applejack nodded, trying to clear the lump from her throat as she followed her friends and family into the Everfree forest.

==============================================================================

Royal Valor stood over the unconscious body of her opponent, sweat dripping from her face a spear hoisted in her mouth. She was in position to deliver a killing blow, but instead she just stared blankly at the guardspony’s body. What was she doing? How did she get caught up in this madness? Barely a week ago, she was one of Equestria’s elite, a guard in service to the princess. Now, she was part of a violent rebellion, determined to overthrow everything she spent her life protecting. The past week she wanted nothing more than to turn back, to betray her new allies and return to the kingdom’s good graces. But it was too late for that now, she had acted against agents of the princess’s law and there was no turning back. Whether or not she had made the right choice, she was committed to the path she was now locked into. So what did the life of this one guardspony mean?

Before she thrust her weapon, however, a multicolored figure moved into the corners of her vision. She turned to see Rainbow Dash, worn and exhausted, but with a fire in her eyes still. For a moment the two just stared at one another, the look in their eyes saying more than any words could. Rainbow Dash was the first to speak; “I hate bullies.”

Then, Royal saw a spark of something in the fierce mare’s eyes she wasn’t expecting; fear. Rainbow Dash was afraid, of the consequences of her actions and the uncertain future that lie ahead. She was in the same position as Royal herself, and whichever side the element of loyalty committed herself to would have a soldier for life.

Even still, Royal could not bring herself to convince this mare to join her, not when her own feelings were so conflicted. Instead, she merely turned away, returning to the town square where Master Plan surely awaited her.

================================================================================

Rarity searched the burning streets, desperately hoping her beloved friends were safe. Applejack, Twilight, Pinkie Pie, somepony, anypony, they just needed to be okay. She couldn’t be alone; she couldn’t leave what was left of Ponyville without knowing that at one of her friends were safe. And what of Fluttershy? Wasn’t she still in the hospital when the fires started? Rarity’s heart rate raced as she scanned the streets, looking for any sign of life. She stopped when a bright pink figure caught her eye.

“Pinkie?” she called out and the pony turned towards her. “Pinkie!” Rarity galloped towards her friend, who appeared to be in an almost cationic state. “Pinkie Pie, are you alright?”

Pinkie just stared at the rising flames, almost mindlessly, before giving her friend the same vacant look.

“Pinkie, we need to get out of here!” Rarity gasped, her breath short between the smoke and the furious tension. “Please follow me, dear!”

Pinkie Pie simply nodded, before slowly rising to her hooves. As Rarity raced towards the nearest exit from town, her friend kept pace, but she still seemed to be absent from her surroundings as she ran. Her head remained tilted towards the sky as they moved, her eyes fixed on the rising smoke. She wore no expression, she simply stared blankly skywards. Her progress was halted as she nearly tripped over the body of a disabled guard. She glanced slowly at the body beneath her feet, before lifting the spear and shield onto her back.

“Pinkie, what are you doing?” Rarity called back, distressed at her friends nonchalance. Pinkie quickly followed in Rarity’s stead, though her expression never changed.

================================================================================

Steel Hoof paced solemnly back towards the town square. His pace was slow and deliberate as he tried to gain control of his thoughts, try to force down the lump in his throat. He was a mighty stallion of the harsh colds of Stalliongrad, he did not have the luxury for kindness or sorrow. Watching the last vestige of kindness and sympathy in his life leave should be no harder than watching the disappearance of a simple squirrel. He could not afford to show weakness, to feel loss; he must be strong and resolute at all times, forever courageous.

His thoughts were interrupted as he heard the muffled screams of a group of ponies amongst the roar of the fire. His ears perked up as he scoured for its source, curious and determined in equal measure. He found said source in a larger building at the corner of the street. The ponies inside cried out through the burning wreckage, their exit blocked by some fallen debris. As he neared the window, Steel Hoof saw whole families inside; fathers, mothers, fillies and colts. His thoughts turned to his sister, who’s innocence had sent him to begin the journey of his life, and to Fluttershy, who’s kindness knew no bounds and who inspired a courage in him beyond that he normally felt. He backed away from the structure before dragging a hoof across the ground, preparing himself for a full-on sprint. He charged towards the building before leaping through the window, hitting the ground with a loud crash. He looked into the eyes of each pony inside, all of whom had fallen silent in surprise, before he turned to the back door.

“EVERYPONY FOLLOW ME!”

===============================================================================

Master Plan glance dreamily into the sky above, the stars obscured by the smoke. He breathed in deep the wondrous sensation that overcame him, an empowering excitement that began to raise his heart rate and fill his entire body. The element of magic was in his grasp, and the element of loyalty may follow in her stead. Soon he would crumble the establishments that caged him so tightly. Soon, he would rebuild the world as he saw fit.

His thoughts were interrupted as a loud crack rang behind him. His eyes turned towards the Ponyville library, which burned and crumbled amongst the flames. His home, for a time, was burning down like all the others, crashing to his hooves to make way for a new one. His time spent there, in the company of Twilight Sparkle, was enjoyable enough, but the peace had filled his every muscle with tension. Yes, he was glad to see it go, and she would be too, when she learned how little a home really means. But, it was her home, which meant-

His ears perked up in alarm as he connected the implications in his mind. While Twilight was still attached to her home, it was the most likely place for her to be. What’s more, it was highly possible that Spike was still there, amongst the burning wreckage, and that Twilight would feel the need to save him.

He raced towards the large burning with a tense pace, his mind calculating and plotting in his worry, piecing a solution to every problem he might encounter in the next few moments. When he arrived at the wreckage, the front door was blocked by some burning wreckage. Nothing too large that he couldn’t levitate out of the way without his magic, however, and soon he was in the building.

In the center of the structure lie Twilight, a mark indicating she had been impacted with part of the structure. Beside her lie an unconscious Spike, pinned beneath a large wooden beam. As he turned back to Twilight, he saw that she was conscious, though just barely, and taking in short, terrified breaths as he stood over her.

“Steady your breathing, Twilight Sparkle,” he spoke softly and affirmatively, hoping to help gain some awareness of her surroundings. He levitated the beam from spike’s unconscious body before dragging the both of them from the twisted burning wreckage around them. As he peered down towards her, he saw that she had opened her eyes, and was inspecting the world around her, probably trying to grasp her situation in her drowsy state. As she looked back towards him, he couldn’t help but smile. Here she was, the element of magic, arguably the most powerful pony in Equestria, and now, that power was all his. All his to shape the world with, all his to topple the throne. It was a wonderful feeling, having all that power in his grasp. Yes, he was very happy to see her indeed.

Master Plan allowed his friend to regain her composure, as she rose to her haunches, coughing the smoke out of her lungs. “Are you alright, Twilight?” She looked up towards him with pleading eyes, as if demanding to know what to do next. “Take a moment to breathe, give me a nice, deep breath.” Her shoulders rose as she inhaled, her body finally starting to calm down. “That’s it; let the clean air into your lungs. Just a couple more.” By the time she was done, Twilight was completely conscious, and gave Plan a grateful smile before turning her gaze to Spike.

“Is… is he going to be alright?”

“He’s going to be fine, Twilight. Dragons can take a lot more punishment than we ponies can.” This seemed to ease her up a bit, and she fell into a state of sisterly affection, caressing the young dragon before turning her attention to the world around her. The burning, crumbling, world that was once Ponyville.

***

“Both entrances are blocked! What do we do?” one stallion looked to Steel Hoof pleadingly. He surveyed his surroundings, trying to find the weakest point in the building. It was true, the front and back doors were both blocked by pillars of burning debris, but some of the wreckage that littered the floor came from the walls around them, which meant that those walls were weak enough to give way to a firm push. He found such an opening on the west end of the building, and prepared himself for a charge.

“All you ponies, get ready to move! There will not be much time when wall breaks!”

“When the wall what?” The stallion didn’t get a reply before Steel Hoof charged through the wall ahead of him, bursting a large section of the structure and causing the main pillars to creak from the pressure. Without a second thought, the ponies inside piled out of the collapsing building, greeted ahead by a darkly-dressed stallion and lavender mare.

Ahead of Master Plan, Kataro led a group of school-fillies and colts, pure minds and the future of the rebellion. Behind him, Steel Hoof brought with him Ponyville’s beleaguered and betrayed families, confused and terrified of their government. To his left, Royal Valor approached with but one other pony, the invaluable element of loyalty. Beside him, Twilight Sparkle, the element of magic, stood, Spike’s unconscious body now hoisted on her back. All the pieces were in place, all of his plans were coming to fruition. “Twilight, let’s get these ponies out of this smoke.”

The group headed to the hilltops overlooking Ponyville, well away from the danger of the smoke and fire. Once the various townsponies had recuperated and consoled one another, all turned to face the burning town below. Twilight watched in horror as this hilltop, which she had sat atop so many times to gaze at the stars and bask in their beauty, was now a theatre for the end of her world.

Master Plan stood beside her, basking in the light of the fires below. Where his friends and allies were undergoing great stress and trauma, Plan himself had felt a certain calmness wash over him. The compassion and sympathy he had experienced over the last few days were a cage to him, a trap that weakened his resolution and blurred his clarity. But now he was free again, once again in calculating control of his future. He closed his eyes and relished in the sweet, beautiful chaos that was beginning, the mayhem and warfare that he would soon create. He dreamed of the world he could soon create from the ashes of the current, the opportunities that arose from the carnage and mayhem. Yes, the world was once again under his control, and soon his country would have unity.

==============================================================================

“Sir, are you alright?” the turquoise-haired mare stood over the body of her commanding officer with a compassionate worry in her eyes, tracing the various wounds on him with her vision. An intense pain jolted from the wound in Holy Justice’s chest and coursed through his entire body as he let out an agonizing grunt. He surveyed his surroundings as his mind recollected what had just happened, while Cleric let out a relived sigh. “It’s fortunate he missed your heart, isn’t it sir?”

What was going on? Why was he still alive? His adversary was far too clever to make this kind of mistake on accident. What was he playing at? Was he really so cocky that he believed his opponent’s survival was inconsequential?

Holy Justice rose to his hooves and did his best to slick back his golden mane. He had learned not to underestimate his opponent today, a lesson that had cost him dearly. But he would learn, he would adapt, and next time he would be ready.

And he was hoping more than anything that rival would be too.

End Chapter 11

The Elements of Harmony

[The untold truth is always more sinister than the blatant lie. The secrets we hold inside are our greatest sin, and trust easily gained is trust easily broken.]

“Ponyville!?” Royal Valor was taken aback.

“What is this Ponyville?” Of the four, Steel Hoof was the most confused, being from distant Stalliongrad.

“It’s a very small town, just south of Canterlot,” Royal explained. “I myself wouldn’t even know about it if it weren’t for-“

“The elements of harmony,” Master Plan finished her sentence for her. “They will be a key factor in our operations, and the reason we are travelling so close to Canterlot.”

“But Ponyville is the very model of an Equestrian utopia. These ponies will be almost impossible to sway to your cause; there isn’t going to be anything you can use to persuade them like you did us.”

“Don’t you worry, captain, I have a plan as always. Besides, difficult or not, we will be unsuccessful at seizing the throne without the power of the elements. However, know that this will likely take significantly longer than the previous stages of my plan. I believe I can persuade these ponies, but it will not be easy.”

“And what of this foe, who launched that attack? What will you do, if he comes back?” Master Plan didn’t have an answer, but the four of them suddenly fell awkwardly silent for a wholly different reason.

“I’m sorry,” Royal’s voice was slightly hesitant, “I don’t believe I’ve been introduced to either of you.”

The silence continued for a moment before Steel Hoof spoke up. “My name, it is Steel Hoof. I am rock farmer from Stalliongrad.”

Kataro followed in his stead. “I am a zebra chief, as I’m sure you know, I go by the name Kataro.”

Royal Valor’s voice remained uneasy as she responded. “A pleasure. I’m Sir Royal Valor, the captain of the Trottingham guard.”

At this, Steel Hoof turned to Master Plan, “A royal guard? Are you sure that is good idea?” Royal was noticeably shocked by the earth pony’s blatant disrespect, but he paid her no mind.

Master Plan’s voice was calm as always, “Don’t worry, after that last little display of hers, she won’t be a guard again until we’ve succeeded.” Royal Valor blushed in shame as she realized the weight of what she had done a short while ago, and the type of operation she had gotten herself into.

As usual, Steel Hoof was not so easily convinced, but he chose to change the subject. “And how are we going to fit in with these ponies? We are not the most common-looking group ourselves.”

Master Plan did not let his companion’s concerns bother him. “Fortune has favored us so far, hasn’t it? Have a little faith my friend.” This made Royal Valor feel even more uneasy. In whom were they supposed to have faith, when they went to bring low their goddess?

Ponyville was as pleasant as Royal had described it. The grass was a vibrant green, the sun beautifully peaked over the mountains, and there was hardly a cloud in the sky. The four newcomers looked incredibly out of place, covered in cuts and bruises, as they headed towards the town square. It was barely dawn, so the streets were mostly empty, which gave Master Plan some solace as he had the opportunity to analyze his surroundings.

It didn’t last long, though, for soon the four were barraged with a flurry of pink movement and high-pitched singing. There was only the one pony in the square, other than Master Plan and his allies, but that did not stop it from feeling like the entire town had come to greet them. “-and so I say welcome, todaaaaaay!” The pink mare was huffing for breath after the finishing verse of her song, though this did nothing to dampen her energy.

“What is this pony? She is like little pink ball of noise!” Steel Hoof astutely stated.

Almost as if on cue, the pink pony replied, “Hi, I’m Pinkie Pie! I saw you guys coming into town and I didn’t recognize any ofyou, andifididn’trecognizeyou, youmustbenew! ‘CauseIknoweveryponyinponyvilleandI’veneverseenanyponywithsuchneatclohthesand-“ Master Plan placed a hoof on her mouth to halt the constant influx of high-pitched chatter.

“My name is Master Plan,” he had concluded that if the residents of Ponyville found this little mare as obnoxious as he did, he wouldn’t have to worry about her having friends to tell, “and these are my compatriots, Steel Hoof, Kataro, and Royal Valor.”

The pink pony’s eyes lit up with even more excitement, something Master Plan would have previously not thought possible. “I know what you guys need! A super-delicious treat from Sugarcube Corner!” Master Plan flinched at the thought of what kind insanity this pony consumed. “That’s okay, I think we’ll pass,” His allies nodded in eager agreement. What he really wanted was rest, but he decided that the concept may be entirely foreign to the eccentric town greeter. “I’m here because I’m looking for somepony.”

“Ooh! I can help with that! I know everypony in Ponyville!” Master Plan’s heart sank as he realized the mistake in revealing their real names to this pony. “Who’re you looking for?”

“Well that’s the thing, I don’t really know who it is.” His allies were as confused at this as Pinkie was.

The pink mare sank to her bottom in thought, “How are you supposed to find somepony if you don’t know who it is?” She tapped her hoof against her chin before perking up yet again. “Oh! I know! It’s me! Is it me?”

Master Plan felt he could say with some certainty that she was not. “No, I’m afraid not. Sorry.”

It hadn’t bothered Pinkie one bit. At this point, she was too engrossed in solving this puzzle, determining how you can find somepony without knowing who it is you’re supposed to find. She resolved on what was, to her, the easiest solution. “I know! I’ll introduce you to all my friends, and maybe they’ll know who you’re looking for!”

“Pinkie, is it?”

“Yeah, what’s up?”

“Don’t you think everypony’s still asleep?”

The sun was still low over the horizon, and the town still empty. “Oh, yeah,” she giggled.

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“I won’t hear any of it, Justice!” Commander Stormthunder, lieutenant of Celestia’s royal guard, was seething with anger over his associate’s insubordination. “I’ve already told you, even if this wild goose chase of yours is legitimate, the damage you caused to that train is inexcusable!”

“They’re rebels, commander, trying to do harm to the Princess! Isn’t that what your guards are for? Protecting the kingdom?” Holy Justice was also losing his usual cool from the situation. He was so close to catching his target; he knew where Master Plan was headed, and he had a reasonable guess why; Ponyville was practically untouchable by any militant force. The Elements of Harmony were practically the perfect hostages, and Stormthunder was letting them slip right into the hooves of these dissidents. To make matters worse, a captain of the royal guard was among them. Holy had hoped that this would be the leverage he needed to bring a battalion into Ponyville, but his initiative had earned him the opposite reaction.

“This ends now, Justice! You are going to cease any pursuit of these alleged traitors until the damages for your actions are condoned for!”

“You don’t have that authority over me, lieutenant, you know my branch is an independent organization.”

“Well I’ll be damned before I let you use a single one of MY guards!” This was a problem. As talented as he and his assistant were, Justice doubted that he could take four ponies on himself, let alone the newest Master Plan had likely recruited to his cause by now. If Holy Justice was going to save Equestria, he would have to do it some other way.

================================================================================

Master Plan and his compatriots slept at a motel in Ponyville called Well Rested, unoriginally named after the owner. The four were used to getting small amounts of sleep, between their individual occupations and their recent days of traveling, yet they still didn’t awake until the middle of the day. Master Plan had hoped to continue his search for the elements of harmony on his own, yet, when he left the motel, he found Pinkie Pie, waiting outside like a loyal dog.

“Hiya MP!” Master Plan was less than amused with the pet name this eccentric mare had already given him, but he realized that there was probably no escaping her at this point. The others soon followed outside, about as enthusiastic towards Pinkie’s persistence as Plan was. “I thought we could go see Rarity first, ‘cause she lives really close!”

What Pinkie said was true: the Carousel Boutique was only just down the road from Well Rested. Inside, a well-groomed white unicorn attended the various dresses among the boutique. Upon hearing the doorbell, she produced an eloquent, though automated, response, “Welcome to Carousel Boutique, where the dresses are sheik, mystique, and manufique.”

Before the unicorn even turned about to face her guests, Pinkie was already bubbling with joy. “Hiya, Rarity!”

“Hello, Pinkie,” the mare finally turned around with a smile. She winced for a moment at seeing the beleaguered state of her other guests, but quickly covered it up with a warm business grin. “Are these your friends? I don’t believe I’ve never seen them in Ponyville before.”

“That’s ‘cause they’re new! They just got here and I thought I’d show the around!” Master Plan could see she was already in the habit of introducing them to everypony; he wondered if they would react differently if they knew these were ponies on the run.

“I see. I am Rarity, as I’m sure Pinkie has told you; I run the boutique here in Ponyville. Please, do not be afraid to call on me if you ever want to make any changes to your wardrobe.” Master Plan was appreciative of the relative civility this pony displayed compared to Pinkie. Perhaps Ponyville would not be so bad after all.

Clearly Royal Valor felt the same, for she was the first to step forward, “I am Royal Valor,” she bowed her head before gesturing to her compatriots, “and these are my companions. The large one is Steel Hoof, of Stalliongrad, I believe. The gloomy-looking one is Master Plan, and the zebra is Kataro.” Master Plan had never used an alias with Royal, so it was possible she didn’t know what else to call him, however he had a feeling she mentioned his name out of a sense of morality, which could prove problematic later.

Rarity was surprisingly intrigued with her new guest. “Well, you, my dear, are just gorgeous! Tell me, your accent seems familiar, you’re not from Canterlot, are you?”

Royal blushed at the compliment, “No, ma’m, I come from Trottingham.”

“Well, I hear Trottingham is also a lovely place, especially around this time of year.” Royal kept a smile on her face, though she grimaced at the remark internally. If only she knew how it really was to live there.

“Hey, Rarity, these, guys are looking for somepony; only they don’t know who it is. You wouldn’t know anypony like that, would you?” Rarity didn’t even have a response to Pinkie’s abstract inquiry. “Hey! I know! Twilight can help us!”

Hastily, Rarity interjected, “No, dear, Twilight’s very busy in her studies, and asked not to be disturbed.”

The seemingly insignificant change apparently put a major hitch in Pinkie’s plans, and she had to stop and think about their next course of action. It was only a moment before she returned to her bubbly smile, though, “Okay, we’ll go see Fluttershy!”

================================================================================

Fluttershy lived outside Ponyville, in a small cottage surrounded by what appeared to be an animal shelter. The entire way there Pinkie was chattering non-stop, though nopony really paid her any mind. Master Plan was surprised that anypony could be this excited about new ponies, either Ponyville did not experience visitors very often, or this little mare had a lot of time on her hands.

When they arrived at the cottage, Fluttershy was outside, tending to the animals in the pen. She didn’t hear her guests coming, but that didn’t stop Pinkie from letting herself and her new friends in. “Hey Fluttershy! What’s up?”

The sudden noise startled the quiet pegasus, and though she was happy to see Pinkie Pie, she quickly hid her face away upon seeing the strange ponies Pinkie brought along. “Oh, hi Pinkie.” Her voice was a barely audible whisper.

Pinkie Pie turned to her guests “This is Fluttershy! She’s the kindest, most nicest, most kindly-kind-nice pegasus you’ll ever meet! In fact, she’s the kindest anything you’ll ever meet!” Fluttershy smiled at Pinkie’s compliment, but continued to keep her face hidden under her hair. “Hey, Fluttershy, have you seen somepony whom you don’t know who it is?”

Fluttershy was understandably confused, and it made her even more bashful. While it was evident Pinkie understood her, the others weren’t even aware she spoke.

Master Plan couldn’t help but raise an eyebrow when Steel Hoof was the first to try and ease the tension. “This little rabbit, he is your pet?” He gestured toward the small rodent Fluttershy was feeding before they arrived.

This helped her break out of her shell a little, enough so her next words were at least audible. “Oh yes, his name’s angel. I love to take care of animals, but, um, I guess you can see that.” She shrunk back again, as though ashamed at stating the obvious.

It didn’t faze Steel at all. “When I was little colt, I had rabbit like that. He was good friend.” Both Master Plan and Kataro were downright dumbstruck at this display of sensitivity by their usually stern and unsociable friend.

Fluttershy was only taken in by this display of softness, however, “Where is the little guy now?”

“My sister takes care of him now, back in Stalliongrad.”

“What’s his name?” Fluttershy was slowly opening up. Steel Hoof replied, but it was in a dialect nopony could decipher. Still, Fluttershy accepted it as it was, smiling at this seemingly gruff pony’s softness.

The tender moment didn’t last long, though: not while Pinkie Pie had anything to say about it. “I know! Why don’t we go meet Applejack!” she started to go, but turned to Fluttershy, suddenly aware of her intrusion, “hey, Fluttershy, wanna come along?” She attempted to relieve the slight awkwardness the only way she knew how.

Fluttershy’s response was characteristically modest, “Um, that’s okay Pinkie, you go ahead. Angel here needs to take his nap.”

“Okie Dokie Lokie!” Pinkie didn’t give it another thought.

As they headed toward Sweet Apple Acres, Master Plan couldn’t help but snicker. “You’ve got quite the soft spot for that mare, don’t you?”

Steel Hoof remained unamused. “It is not what you think. She reminds me of sister, Silver. Both are so quiet and gentle, I sometimes wonder how ponies like that even survive each day in this world.” Master Plan could see this was a sensitive topic for his companion and quickly backed off.

==================================================================================

The name Sweet Apple Acres described the fields adequately, with endless yards of apple trees. At the barn, Applejack was tying up some hay bales when her company arrived. “Hiya, AJ! These guys are new to Ponyville and I thought I’d show them around!”

Applejack was pleasant enough with the visitors. “Well, howdy! So, where y’all from?

“I come from what you would call the old country,” Master Plan stepped forward.

Applejack hadn’t noticed him at first, and his grim apparel and glowing eyes startled her. “Woah! You out to scare somepony, lookin’ like that?”

Pinkie appeared insulted by her friend’s directness. “AJ! He can’t help how he looks!”

“Sorry, but y’all know me! Ah always speak mah mind. They don’t call me the element of honesty for nothing, after all.” What now?! He was speaking to one of the elements of harmony, and he didn’t even realize it?

It wasn’t long before Master Plan pieced it together. “Pinkie, who are the rest of your friends, again?”

“The rest of them? I’m friends with everyone in Ponyville!” Still, she was ready to list off names, and somepony had to stop her.

Fortunately, Applejack spoke up, “Ah, think he means Twilight an’ the others, Pinkie.” She turned to Master Plan, “there’s Rainbow Dash, Rarity, Fluttershy, Twilight, an’ of course Pinkie an’ mahself.”

“And you all represent an element of harmony?”

“Yessir! There’s loyalty, generosity, kindness, magic, laughter, an’ honesty, in the same order.” Generosity. Laughter. Kindness. Typical, Master Plan thought, that Celestia would base her government around such simple traits. The element of magic was why they were in Ponyville, though Master Plan hadn’t anticipated an element of loyalty. Perhaps they could kill two birds with one stone while they were here.

“Pinkie, I figured out who I’m looking for. We need to go see ‘Twilight’ as soon as possible.”

Pinkie appeared concerned at that notion, however, “Rarity said she’s studying, and Twilight get’s awful cranky when somepony interrupts her studies.”

“Well can we go see ‘Rainbow Dash,’ then?”

Pinkie Pie giggled at the notion. “Dashie lives in the clouds, silly! We couldn’t go see her unless you had wings!” This made her stop almost immediately, however, as she came to a realization. She assumed that he was an earth pony, like she was, but, under that coat, he could very well be a pegasus. “You can’t fly, can you?”

Her startled look had him concerned for a moment, so he let out a sigh of relief to discover it was something so trivial. “No, I’m a unicorn.”

She returned to her overly cheerful self. “Oh, I couldn’t tell because of that silly old hat!” Master Plan had grown somewhat attached to the dignified look of his military cap, and wasn’t fond of it being called “silly,” but he held his tongue, not wanting to attract any more attention to the scar underneath than necessary.

Applejack had their solution, however, “Pinkie, Rainbow spends a lot of time in Ponyville during the day. Maybe you should go see if she’s in town.”

“Oh, yeah! And while were there, we can get some super-sweet treats at Sugarcube Corner!” the one thing that was always on Pinkie Pie’s mind.

Before they had a chance to leave, a large red pony leaving the barn caught Steel Hoof’s eye. Big Macintosh was gathering the hay bales Applejack tied up when Steel Hoof walked over to the impressive pony.

“So, you are one who does heavy lifting here?”

“Eeyup.”

Standing face to face, one could see that the ponies looked almost identical, with Steel Hoof only being slightly darker in color and covered in scars.

He backed off for a moment, “You know, I was one who does all work on rock farm in Stalliongrad.”

“Oh, oh! I used to work on a rock farm!” Pinkie blurted out.

To say Steel Hoof was amused doesn’t do justice to his expression. “You?! This little pink pony worked on Rock Farm? Ha! And I am ballet primanova!” Steel Hoof’s boisterous laughter was mismatched by Pinkie Pie’s high-pitched giggling over the matter.

Once he settled down, Steel turned back to Big Macintosh, “I like you, I think. You know what it is to do real heavy lifting!”

Big Macintosh smiled at this, though he didn’t respond with much more than the usual, “Eeyup.”

===============================================================================

Rainbow Dash was not particularly difficult to find, eating lunch at the Ponyville café. The cyan pegasus was finishing up her meal when a familiar voice slightly startled her, “Hi, Dashie!”

Before even turning around, Rainbow Dash replied, “Hey, Pinkie Pie.” When she did turn to face Pinkie, she was met with a menagerie of unexpected faces. Her mouth still full from her last bite, she asked, “Hey, Pinkie, who’re your friends?”

“They’re new to Ponyville, so I thought I’d show them around!” She had seemed to forget why they wanted to see Dash specifically.

Rainbow Dash looked at the group as though they were lined up for inspection. Finally, a smile cracked across her face after she looked over the lot, “Woah, cool clothes!” Master Plan appreciated the compliment, until he saw Kataro, beaming with pride, and realized her comment was aimed at him. His eccentric choice in clothing may not have been all bad after all.

“Thank you, Rainbow Dash; I wish my friends here could share the sentiment!” Master Plan did not appreciate being bad-mouthed by his associate, especially inaccurately.

“Well, I think it looks cool. Maybe not quite awesome, but still cool.” She turned to the others, “so, what brings you guys to Ponyville?”

“We’re looking for Twilight,” Master Plan responded, “and yourself. You are the element of loyalty, correct?”

“And the fastest flier in all of Equestria!” Dash barked with pride. “If you guys are looking for a show, look no further!”

Master Plan didn’t have time for her showmanship. “I have a ‘job’ you can help with, but we’ll talk about that later; first I’d like to meet Twilight.”

“Sure, she’s in her library. It’s the big tree over there.”

Pinkie suddenly broke out in a panic “Dashie, Rarity told me Twilight didn’t want to be disturbed!”

“Relax, Pinkie, it’s no big deal. I go visit Twilight when she’s studying all the time, it’ll be fine.” Rainbow Dash’s words seemed enough to change Pinkie’s demeanor.

“Oh, yeah! Okay guys, let’s go!”

“Catch you later!” Dash called out as the group headed toward the library.

When they approached the library, not a sound could be heard within. Pinkie Pie ran up to the door, pounding on it with her face to get Twilight’s attention.

It certainly worked, within moments a lavender unicorn opened the door, clearly annoyed. The instant he saw her, Master Plan had connected the dots, and realized why she was the element of magic; in fact, he felt stupid for not realizing who he was looking for earlier. “Pinkie, I didn’t anypony tell you I’m busy? I’ve got some very important studies to do on the theory of magical-“ But before she could finish, Pinkie stepped aside, revealing the rest of her guests.

Twilight’s blushed in embarrassment for a moment before regaining her composure. “Hello, my name is-“

“Twilight Sparkle” Master Plan finished for her, receiving confused and suspicious looks from his compatriots.”I’ve travelled very far to find you.” This made Twilight’s face turn a much redder shade, unsure what this stranger was implying. “You are the element of magic, correct?”

Twilight’s embarrassment was gone almost instantly as she beamed with pride. Once, she would have felt guilty admitting to just that much, but her escapades with a certain blue showpony taught her to show a little pride in her accomplishments. “That’s right, as well as the personal student to Princess Celestia!”

This was an unexpected development, however, though Master Plan realized it shouldn’t have been. It was one thing to befriend the gentle elements of harmony, but he would have some trouble swaying one of Celestia’s watchdogs. “My name is Master Plan,” he responded, “and these are my associates; Steel Hoof, Royal Valor, and Kataro.”

“Oh, wow! I never expected another zebra to come to Ponyville!” Twilight’s eyes lit up when she saw Kataro.

Kataro, however, appeared very confused by this statement, “It is what you say here true? Another zebra lives here, with you?”

“Well, not with me. Zecora lives in the Everfree forest!”

Though it was incredibly brief, Master Plan saw an intense flash of emotion in Kataro’s eyes. He turned to his companions, “I’m afraid I must go, my friends; I just remembered some pressing errands.” Master Plan didn’t like the idea of one of his allies going off without explaining where they were going or why, but he could see in Kataro’s eyes that he wouldn’t be able to stop him anyway.

“Okie dokie lokie! See ya later!” Pinkie Pie’s obliviousness to the tension helped it ease away.

“So, what was it you wanted?” Twilight inquired of her visitors.

“Well, I’ve heard a lot about the elements of harmony, and I just wanted to meet them face to face during my stay here.” Master Plan’s attention returned to the matter at hand.

“Will you ponies be staying long?”

“We may be, yes. We were heading to Canterlot, but I wanted to meet a few friends before then, and I think Ponyville may be the perfect place to stay in the meantime.”

“Well, you all seem nice enough,” Twilight smiled. “I hoped we can be good friends as well.”

“Yes,” Master Plan did his best to keep a sinister grin from spreading across his face, “that would be just perfect.”

=================================================================================

Despite his namesake, Well Rested always appeared as though he would pass out. He watched his newest guest sleepily as she signed her name into the lectern. The small white unicorn with a light green mane smiled, passing back the book after cheerfully dotting the i's.

"Miss, Cleric?" He looked up from the lectern back at her, as though to confirm he had pronounced the painfully simple name correctly. "Room number 7; take a left at the end of the hall."

The mare sighed once she entered the room, and slowly trotted toward the window. She was surprised at how beautiful Ponyville was; she had decided that she would probably spend her next vacation in this peaceful little town. However she was here now on business, an assignment unlike any she had undertaken before. Sir Justice had predicted that their targets would travel to this quaint town, and she had indeed heard rumors of new ponies that matched exactly that description.

She laid down on her bed and sighed again, thinking of the trials that likely lay ahead. This mission would not be easy, and she had a feeling that somepony was going to get hurt before this was all over...

End Chapter 5