Agent Con Mane in Nightfeather (to be rewritten)

by Fairytail

Rating: teen
Tags: My Little Pony: Friendship is Magic, Flitter and Cloudchaser, Other, Romance, Adventure, Spitfire, Crossover, Alternate Universe, Princess Luna, Original Character
Length: 37033

Agent Con Mane is sent by Princess Luna to investigate the Captain of the Lunar Guard, Stellar Nightfeather. In the night skies of Cloudsdale in the New Lunar Republic, Joe will have to face his inner fears to save Equestria from an eternal Nightmare

Joe thinks he has been sent to a beautiful resort in the New Lunar Republic on vacation, but after meeting with LIA Agent Sky Blazer, it turns out that it was a setup to do another job for MARE. Princess Luna’s ability to enter the dreams of ponies has been fading, and in her dreams she has premonitions regarding Stellar Nightfeather-- Captain of the Lunar Guard. Joe is sent to investigate Nightfeather, who resides in the night skies of Cloudsdale; now a territory of the NLR. Joe has to stop Nightfeather from releasing a terrible power onto the ponies of Equestria. However, in order to complete his mission, Con Man will have to contend with Nightfeather's voluptuous lieutenant, Spitfire, and his deadly monster servant, Larry.

Published 2014-12-19 00:10:11 UTC
Last updated 2015-03-29 05:13:05 UTC

Daring Do & The Sapphire Statue: Chapter XV

“I have got you this time, Daring Do!” rang out the triumphant voice of the evil Ahuizotl as he raised his arms in the air in victory. He laughed towards the ceiling of his golden temple lair in the middle of the jungle. As he laughed and gloated, his tribal pony servants banged away at ceremonial wardrumbs that lined the walls leading up to the ceremonial altar on which he stood. In the middle of the room, dangling from the black, iron chains, the famous adventuress, Daring Do, struggled against her bonds. One of the tribal ponies spun a stone wheel that activated the mechanism. The floor beneath Daring slid away to reveal a pit full of venomous snakes. The serpents hissed at the sudden flood of light and lashed their long necks upwards, gnashing to get a taste of Daring’s dangling hooves.

“You’ll never get away with this, Ahuizotl!” Daring screamed as she struggled against the chains. The restraints were tight against her broken wing. Luckily her thick adventurer's clothes kept the metal from bruising her skin, but she had lost her lucky pith helmet earlier in the temple along with her trusted comrade.

Ahuizotl continued to gloat and chortle. “Oh but I already have! The Sapphire Statue has already been placed upon the altar and soon I will be all powerful! Nothing in the world can stop me now!”

“I wouldn’t be so sure about that, you overgrown house cat!”

Ahuiztol’s face was dumbstruck at the mysterious voice. It did not belong to Daring Do. No this voice was deeper and gruffer. The ceremonial drums stopped as well as everypony in the room looked around for who the voice belonged to. One of the tribals ugged and pointed towards the ceiling where a shadowy figure stood tall on an outcropping platform. His frame was bulky and well toned, and he wore an expensive suit and red-bow-tie.

“What!?” Ahuizotl asked in confusion, “Who are you!?”

“The name’s Mane!” the figure announced proudly. He jumped from his alcove and grabbed onto the suspended chains holding Daring Do. He swung across the chains and landed on the steps of the altar right in front of Ahuizotl. Before Ahuizotl could react, the well dressed Unicorn punched the big cat square in his elongated muzzle. Ahuizotl flew back and hit the altar, causing the Sapphire Statue to fall from its perch. “Con Mane.”

Con Mane rushed over to Daring but was surrounded by a few of the tribals. They rushed him with old, pointy spears but Con Mane was able to effortless dodge their strikes and knock them down with a few well placed kicks. He beckoned with his hooves for the others to come at him, but they all shrunk back in terror. Con Mane lit his horn with an emerald green light and pulled from his saddle bag a pith helmet which he proceeded to levitate onto Daring’s head.

“You made it!” she cheered, “But, I thought Dr. Caballeron finished you off with his killer crab robot?”

“I’m afraid,” Con Mane’s teeth sparkled, “the good doctor had to go for a little swim.”

Daring Do giggled. But then the two heroes’ merriment was cut off by Ahuizotl’s looming shadow. Even while he rubbed his aching jaw, the cat creature continued to chuckle. “You are too late, Mr. Mane! The ceremony has already begun! Soon I will be granted the Sapphire Statue’s power!”

Con Man patiently checked the expensive watch strapped to his left hoof. “Oh, I’m not so sure you’ll be sayin that in about… oh, ten seconds.”

Ahuizotl paused and blinked in confusion. He scratched his head with the opposable digits on his tail. “Why? What happens in ten seconds?’

A thundering explosion rocked the temple. The resulting tremor knocked everypony off their feet. Chunks of ancient rock broke off of the ceiling and came crashing down onto the floor below. The remaining tribals screamed in panic and bolted out of the chamber. Ahuizotl covered his head with his paws and tail. “What was that explosion!” he asked.

“Oh,” Con Mane answered, “that was just the sound of your hopes and dreams crumbling down around you!”

“No! Nooo!” Ahuiztol screamed as a particularly pointy rock fell on top of the Sapphire Statue and shattered it to pieces.

“Now what do you say we skin this cat, Daring?” Joe said, proudly.

“I’d love to,” Daring said with a fun loving smile, “but I’m a little tied up at the moment.”

“That’s easily fixed.” Con Mane lit his horn and undid the shackles that bound Daring Do. He then levitated her safely over the snake pit. Daring rushed over and hugged her savior.

“Thanks, Con! Now for some payback Ahuizotl!”

Ahuitzotl was kneeled before his broken altar sobbing over the tiny sapphire pieces he cradled in his paws. He turned around and cowered in the face of the two ponies who stood side by side ready to leap into action.

“No, Please! Stop!” he cried, “I’m sorry! I’ll do anything!”

“On three then?” asked Con Mane

“You bet.” replied Daring Do.

“One…”

Ahuizotl pleaded, “I’ll give you riches beyond your wildest dreams!”

“Two…”

“Or how about your own kingdom?”

“Three!”

The pair of ponies leaped into the air and simultaneously kicked Ahuizotl. Once again the cat creature went flying. Joe and Daring traded punches and kicks with the sniveling villain as he cried out in pain. With one final buck to the rear from Daring, Ahuizotl lost his balance and fell into the pit of snakes. While he fell he yelled out, “Curse you Daring Do! Curse you Con Mane!”

“That takes care of Ahuizotl” Daring Do said with a tip of her helmet. “Now my jungle is safe once again. Thank you.” Daring turned to the handsome stallion beside her and leaned her body in close, wrapping one of her hooves around his. “How am I ever going to repay you?” She batted her eyelashes playfully at him.

Con Mane leaned his muzzle in and Daring closed her eyes in preparation. “You know how.” Con Mane whispered in her ear. Then Con Mane yanked his hoof away and pulled at her collar. “Now spill it!” he said to her in a serious tone.

Daring sighed and stared at the floor in disappointment. “Fine. I get it. I got the information you asked for. Apparently the criminal organization known as DISCORD is led by six masterminds, each named after one of the old Elements of Harmony. I suppose it’s supposed to be some sort of irony. That General Griselda you faced a while back was their ‘Element of Kindness’ and Ironhoof was ‘Generosity’. I don’t know how many more of their operatives are left but what I do know is that their leader goes by the name of ‘Magic’. Beyond that I got nothing. There’s no other information about this pony out there. Sorry, that’s all I got.”

Con Mane smiled and patted Daring Do on the shoulder. “No, you’ve done well, Daring. You’ve been a big help. Maybe one of these days I’ll come back and we can have ourselves another romp through the jungle?”

“I’m looking forward to that. Now I just have to get back to my house and write my next book. Although Ahuizotl did destroy my compass… You and I could be lost in that jungle for quite some time.” She leaned in close with inviting eyes and undid a button on his shirt, “Who knows what could happen?”

Joe touched a button on the side of his watch and it started beeping. “I’m afraid you’ll have to be lost without me, Daring. An airship is en route to extract me from here. I have a reservation at Twilight Beach in the New Lunar Republic.”

Daring Do puffed her cheeks in frustration. “Another secret mission, huh?”

The whirling turbines of a small airship could be heard outside the temple. “Nope.” Con Man adjusted his bow-tie. “I’m going on vacation.”

Agent Con Mane

in

Nightfeather

Chapter 1: Vacation

‘WELCOME TO TWILIGHT BEACH’ read the red and white sign as it fluttered through the breeze attached to the tail of the Pegasus that flew across the purple sky. The towering construct of the Silver Spur hotel caught the plum colored light and reflected it onto the wealthy ponies below that played and lounged around the sapphire waters of the hotel pool. Oiled up, muscle bound stallions indulged themselves in the willing legs of beautiful beach mares who lived for the excitement of exhibiting their perfect swimmer bodies and captivating tan lines. Those wealthy ponies from Equestria, fattened and sunburned like a pig ready to be fed to a feast of griffons, sagged in lounge chairs and sipped overpriced hayshakes.

In the shadows of the poolside where the swim lockers and showers sat, a charcoal grey Pegasus with a mane and tail as red as flames leaned against the concrete post watching the moneyed and wealthy spend their sins away. Not that Sky Blazer had never himself took the time to enjoy the amenities of such a posh establishment. In truth, Twilight Beach was a usual haunt for him. These sorts of resorts had a sort of addictive quality to them-- a vice in their own right just like gambling and drink. Sky couldn't deny the fact that Twilight Beach was the most beautiful, and expensive, resort in the New Lunar Republic. The entire kingdom was surrounded in a magic shield that covered it’s sovereign territories with eternal night. Sky looked up at the moon, always full and shining, playing audience to the debauchery just like he was. The beach was located near the edge of the shield so that a little sliver of Celestia’s sun poked out over the horizon which gave the beach its name. Even in the permanent twilight, Sky Blazer kept on his favorite pair of designer sunglasses, and through them he looked out over the hotel pool with a sardonic smile. This was just the place he expected to find Con Mane.

He saw Con Mane, or as he learned to refer to him as, Donut Joe, across the deck in another shaded portion of the patio. He lay on his stomach while a beautiful mare with ruby red fur and blue-black mane and tail pressed her hooves into his back. A misting system connected to the awning of the cabana coated the couple with dew. As Sky drew closer, he was able to admire not only the sultry curves of the mare, but Con Mane himself. Joe was the type of pony who hated not wearing clothing of any sort so it was a rare occurrence to see him in his natural, naked state. Sky immediately took notice at how much weight Joe had lost. After spending a year doing nothing but working at a donut shop, Joe had grown fat and out of shape. But now, after his most recent escapades, Sky could see the signs of his receding waste which gave a preview of the impressive Earth Pony like physique that hid underneath the Unicorn’s flabby, beige coat.

“Ah, that feels good.” Sky heard Joe groan as he approached his bench, “A  little lower, would you, Red? mmm Perfect!”

“I thought I’d find you in good hooves.” Sky chuckled. Both Joe and his date jumped at the sudden interruption and looked back at the smiling Sky Blazer. Sky took notice that the red mare was enjoying the massage just as much as Joe was, and he almost felt bad about stopping them. Still Joe didn't seem to mind as his face lit up at the sight of the old friend he hadn't seen in months. The two friends shook hooves.

“Sky Blazer, long time, no see. This is Red Velvet, my filly from Canterlot, and her hooves are magical. Red, meet Sky Blazer. Sky, say hi to Red.”

“Hi, Red.” Sky took Red Velvet’s hoof and politely gave it a kiss. Red giggled politely in turn.

“Red, say goodbye to Sky.” Red tilted her head in confusion. “Stallion talk.”

Red took the cold rejection in stride and sauntered off towards what Sky assumed to be their hotel room. She exaggerated the swivel of her hips as she gathered her things, probably as a passive aggressive affront to Joe as if to say ‘you know what you’ll be missing.’ Joe responded by whacking her flank with his short tail as she walked by. Red did little more than tut in protest and left the stallions to their talk.

“There, we’re alone now.” Joe said.

“You’re starting to slip, Joe. The old Con Mane wouldn't let the opposition get that close to him. I am still LIA you know. Officially we’re supposed to be rival agents.”

“The ‘Old Con Mane’ is gone, Sky.” Joe sighed with a defeated undertone, “I've walked away from that life over a year ago. I’m just a--”

“Just a simple baker from Canterlot. Yeah, I know. I've heard it before.” Sky peered through his dark lenses at Joe’s haunches which had become far more toned that when they last met. “Although I have to admit, for a simple baker, you sure have been getting around. Word is, since you got back from the Griffon Kingdom, you’ve been trying to track down that DISCORD Organization. You even went and roughed up Ahuizotl in the southern ruins. That’s our kingdom’s jurisdiction.”

Joe turned and gave Sky an angry look. “They made it personal, Sky. I’m going to find out who tried to kill me. Now I know you didn’t come all the way here just to talk about my business. What’s on your mind? I’m on holiday.”

“Not anymore you’re not.” Sky chuckled, “Signal from Canterlot.”

Joe sighed and contorted his entire body. He itched with frustration. “Oh, geez. I should have known MARE wouldn't have booked me into the best hotel in the New Lunar Republic just out of sheer gratitude.”

“‘Fraid not. Played you like a fiddle, I’m afraid. I got to admit, Mane6 keeps getting more creative with ways to make you do their dirty work.”

Joe ran a hoof down his muzzle. “Those dirty rotten… Alright. I’m already here so I might as well hear you out. What in blazes does Celestia want with me now?”

“Not Celestia.” Sky corrected him, “Mane6 was directly contacted by our own ruler, Princess Luna. And she asked for you specifically.”

Joe shook his head and cleaned out his ear to make sure he heard that right. “Princess Luna? Why would Princess Luna need to ask Equestria for help? She’s got her own lackeys. No offense.” That last part was just a formality on Joe’s part.

“Take a look at this picture.” Sky snapped forth a small photograph and hoofed it to Joe in a single fluid motion. The picture looked to be taken in the Lunar Castle throne room as far as Joe could tell. Princess Luna, dressed in ceremonial armor, was presenting some sort of meddle to a kneeling Pegasus, also in armor decorated with several regalements.

“Who is this Pegasus?”

“Princess Luna wants you to keep an eye on him. Name’s Stellar Nightfeather.”

Joe tutted. “Sounds like a Fancy Pants brand of hoof varnish.”

“He’s the Captain of the Lunar Guard. Chose not to undergo the Batpony transformation spell. He’s also a research philanthropist and owns one of the biggest cloud estates in the NLR.”

Joe stared at the photograph again. Things weren't adding up in his mind. “Why would Princess Luna need to spy on her own Guard Captain?”

“That’s something you’d have to ask her yourself.” Sky shrugged.

“But what about the LIA?”

“As far as we’re concerned, he’s clean. Just like Mane6 and the Royal Guard in Equestria, the Lunar Guard and the LIA operate independently. Still, the Princess chose you to watch him.”

Joe sighed.” Alright, where do I find him?”

Sky smiled and pointed to a flight of stairs that led to one of the upper decks of the resort. “Right over there.”

Strutting down the stairs with pomp and purpose was a Pegasus with a dark purple coat the color of the night sky on a bright night. His mane and tail were black and well coiffed. His naturally wavy mane was large and extravagant and danced behind him like a lion’s mane. His tail was as equally thick and full. He wore a goatee that looked well groomed and curved in a swirl beneath his chin. His eyes were a peppery silver and his Cutie Mark, oddly enough, was the NLR’s royal insignia. Joe noticed that he was quite large for a Pegasus. Much like Joe himself, this Nightfeather seemed more built like an Earth Pony. As this Nightfeather marched down the stairs he scratched the inside of his left ear with his hoof.

Sky then directed Joe’s attention to an elderly Earth Pony sitting at a small table out in the middle of the deck. The old stallion had graying white fur, an amber man and the four suits of a standard playing deck for a Cutie Mark. “Sitting over there is his pigeon waiting for him. Nightfeather’s been taking him to the cleaners for a week.”

Nightfeather approached the card table just as the ‘pigeon’ was prepping the deck and score card. “Morning, Gin Rummy!” bellowed the stallion with a deep baritone voice, “Ready for our little game?”

“Sure I’m ready!” Gin Rummy smiled a toothless grin. “A thousand bits in the hole and you’re ready for anything!”

Nightfeather looked around for a bit and smiled apologetically at Mr. Rummy. “Could I have my usual seat?

“You and your moon tan!” Gin Rummy conceded and gave up his seat to Nightfeather so that now Gin had his back to the main tower of the hotel while Nightfeather sat closer to the pool.

Sky and Joe continued to watch them from the sidelines, well out of sight. “Captain Nightfeather is a fabulous card player.” Sky complimented. Joe, however, couldn't ignore the tingle in the back of his neck.

Gin Rummy shuffled and dealt the cards. “Same stakes?” Nightfeather asked.

Rummy slammed his hoof on the table. “Let’s double it! Six bits a point!”

Nightfeather looked between his cards and his opponent in contemplation. He then curiously took out his wallet and shuffled through his coins. “Did you say six?”

“My luck’s gotta change sometime!”

“Hm, if you say so.” Nightfeather looked quite pleased with the proposition.

Sky turned his back on the card game and stretched out his wings. “I’ll fly back to Coltlumbia and tell the Princess you’re on the job.”

“Right.” Joe remained fixated on the game. “You can fill me in on the rest over donuts.”

“I’ll call you later.”

Joe didn't even noticed that Sky Blazer took off. After a while he figured the Pegasus had flown. Nightfeather triumphantly slammed a hoof of cards on the table.

“Four!”

“So soon!?” Gin Rummy stared down at the cards, flabbergasted. “How many? seven, twelve, eighteen, thirty-two.”

Joe had no idea what sort of game they were playing, but judging by the trading of bits, Nightfeather was clearly winning. Joe looked around the pool area. He needed a better vantage point but the only thing tall enough, he gathered, was the hotel tower itself. As Joe stared up at the structure, a flashing glare from near the top blinded him for just a moment. The sharp star of light blinked out quickly. Joe took note of the direction of the sliver of sunlight in the artificial twilight. The sunlight was beaming towards the hotel at just the right angle. Nightfeather once again cleaned out his left ear, and Joe decided it would be best to return to the hotel.

Joe took the elevator passed his own floor and to the upper levels where the expensive suites awaited. Joe was able to slyly coerce the room number from the rather pretty and lonely looking filly at reception and stopped just before the door of Captain Nightfeather’s suite. Joe charged his horn and meticulously maneuvered the locking mechanism with his magic. The lock clicked, and Joe let himself inside.

The Suite was very Sweet indeed. Joe was certain that it was larger, and certainly more well furbished, than most big city apartments. As he admired the simplicity and well hoof-crafted functionality of Lunar decor, Joe heard a soft voice coming from the balcony.

“He just picked up the Queen of Clubs.” The voice was soft and as demure as one would expect to come from an innocent child. But it also had a hint of spice to it; a straight to the point directness that came from a mare who know what she wanted, or at least thought she did. “That makes his hoof twenty-nine. He’s holding onto the Six of Spades so I guess he thinks you want it.”

Joe peered out the balcony and saw the owner of the voice. She was a Pegasus, just recently blossomed, he’d say. Her body was tiny, and not yet fully mature, but certainly desirable. She sat belly down and absentmindedly lifted her hind leg up and down, making the three dragonflies that adorned her flank dance. Her coat color was one that Joe had never seen before. It was certainly exotic. It was pale grey with a hint of blue; almost purple. Her main and tail were equally exotic-- a sort of opal and turquoise hybrid that still kept that pale grey overtone. The combination worked beautifully. She wore her mane straight and well combed and was decorated with a large, adorable, pink ribbon. She seemed so foal-like, that her natural beauty was almost criminal. But her voice-- innocent and naive yet endearingly sincere-- gave Joe some comfort.

On the table next to the cushion on which the mare lounged and beckoned with her foot, sat a transceiver radio. In front of her, on a stand, was a pair of binoculars through which she watched, unaware of the stallion appreciating her from behind. “That last draw was the Eight of Hearts. He needs Kings and Queens.”

Joe walked over and clicked the receiver off. The mare jumped in shock and stared up at the stranger on her balcony with wide, red eyes. They were more curious than afraid, although Joe did notice that she clung her hooves close her chest which, oddly, gave her the impression of a wild squirrel unsure whether or not to approach a hoof full of nuts.

“Who are you?” she asked.

“Name’s Mane. Con Mane.” Joe pushed passed the mare and looked through the binoculars. Through them he could clearly see Gin Rummy’s entire hoof as well as Nightfeather’s face which had grown pale white in confusion. He furiously tapped at the piece in his ear, no longer attempting to make it look like a scratch. As Joe looked through the binoculars, he could feel the mare’s body heat and breath as she moved her head closer to his to try and see through the binoculars as well. Joe became aware that he never put his shirt back on.

Gin grew impatient and demanded of Nightfeather to play his next card. With hesitation, Nightfeather picked what seemed to be a random card in his hoof and placed it uncertainly on the table. Gin danced in his chair and took the card and slapped his hoof on the table. Nightfeather scowled up straight at Joe, although Joe knew that Nightfeather couldn’t see him. Joe laughed at himself and allowed the young mare to have her own viewing of the show. She smiled in amusement.

“So what’s your name?” Joe asked.

“Flitter” she responded.

“Dragonflies?” Joe remarked, unable to take his eyes off of the cute dancing bugs

Flitter blushed and tried to cover her Mark with her long, straight tail. “I can fly with the grace and precision of a dragonfly.”

“Tell me, Flitter, why does he do it?”

She shrugged. “He likes to win.”

“And why do you do it?”

She shrugged again, more sincerely this time. She unfolded her wings and absentmindedly pretended to preen it. Her wings were certainly well groomed; they looked soft and plush. “He pays me.” Joe detected a hint of sadness in her voice, “My sister, Cloudchaser, lost her job at the Canterlot weather patrol. Doing this is all I could do to support us.”

Joe felt the need to comfort the Pegasus and so he sat on the cushion next to her and wrapped his hoof around her. He caressed her wing and he was right about their softness.

“That all he pays you for?”

Flitter looked over the balcony and down at the tiny black dots in and around the pool. “That and being seen with him.”

“Just seen?” Joe asked playfully.

“Just seen!” Flitter’s cheeks flushed with anger and looked at Joe offended, but he noticed that she was also biting her lip.

“Well that’s a relief. You are much too nice and pretty to be mixed up in this sort of thing.” Joe reached out and turned the volume dial of the radio all the way up before flicking it back on. Through the binoculars, Joe saw Nightfeather cringe at the pain in his ear. Joe then lowered the volume back down before speaking into the transceiver. “Now listen up, Nightfeather! I know you can hear me. I’m afraid your luck’s run out. I don’t think the hotel management would take too kindly to what you’re doing and you wouldn't want that on your reputation, would you, Captain? Nod your head if you agree.” Nightfeather remained frozen in shock. “Nod!” Nightfeather obeyed and bobbed his head in exaggerated nods. “Good, that’s right. Now start losing, Nightfeather! Shall we say a thousand?” Flitter smiled and laughed and edged Joe on with her young eyes. “No, let’s be generous. Let’s make it fifteen hundred.”

Nightfeather’s face twisted in anger. He flicked a card onto the table with such force that Joe was surprised it didn't snap in half. Gin Rummy leaped out of his seat like a rocket and danced around the table. He even picked up the score card and shoved it towards Nightfeather’s face to further amplify his victory. Nightfeather picked up the nearby pencil and snapped it in two in his hooves.

Joe chuckled into the radio. “Over and out.” Joe flicked the radio back off. “That should keep him busy for a while.”

Flitter suddenly clung her arms to Joe and massaged his bare chest. “I think I’m beginning to like you, Mr. Mane.” She cooed. She rested her chin on his shoulder and gazed upon him with adoring eyes. Joe could feel the backs of ears begin to sweat.

“No, call me Joe.” he told her.

Flitter placed her head against Joe’s chest, closed her eyes and breathed in deeply. “More than anypony I've met in a long time… Joe.” She whispered slowly.

Joe put his forelegs around Flitter’s tiny waist and tickled her dragonflies. “Well what in Equestria are we going to do about that?”

“Yes… What?’ Her eyes were still closed and she traced her hoof around his muscles.

“Why don’t we go for donuts?”

Flitter looked up at Joe in confusion. “Donuts? Where are we going to get donuts in a place like this?”

Joe smiled his famous charming smile. “Oh, I know the best place in town.”

Flitter melted in his smile. “And where might that be?”

“My room.”

“This is your local news at KPNY and I’m your local correspondent, Press Release. Coltlumbia: In the castle today, Princess Luna said she was entirely satisfied--”

Joe clicked off the radio above his bed where he and Flitter happily cradled each other. “Well that makes two of us.” The pair of ponies kissed each other passionately. Red Velvet was long gone, having to go back to Canterlot for her modeling job. He had all night to enjoy Flitter’s company.

The sheets of the bed were crumpled and half on the floor and were littered with the crumbs of remaining sprinkles of a homemade meal. “Oh, Joe,” Flitter purred, “those donuts were delicious.”

“Yes,” Joe whispered, his eyes locked with Fitter's “I especially loved the cream filled ones.” Joe rested his head on Flitter’s soft wings and breathed in her scent. His bliss was interrupted by the ringing phone. Joe pushed Flitter off of him, sat on his haunches and picked up the receiver. Flitter climbed against his back and nibbled his ear in a playful attempt to distract him from the conversation. “Hello? Oh, Sky! What’s that? Dinner? Oh, look, I’m sorry, I can’t. Something big's come up. Hows about breakfast?”

Flitter tried to tickle Joe’s ear with one of her wings. “Not too early.” she cooed. Joe simply placed his hoof on her face and pushed her back down flat on the bed where she silently laughed and relished in the fun she was having.

“Yes, nine o’clock would be fine. Goodnight, Sky.” Joe hung up the phone and turned his attention back to the mischievous little filly. “Now, where were we?” Flitter grabbed hold of one of her wings and played with the tip in her mouth while massaging it invitingly. “Oh, yes. The chocolate ones.”

“My favorite.”

Joe reached over to a new platter of donuts piled with piping hot donuts topped with thick melted chocolate. Flitter’s mouth salivated heavily and she licked her lips greedily. She reached out a hoof ready to devour the delicious morsels in front of her but Joe suddenly jerked the plate away, causing Flitter to fall face first into the mattress.

“Hold on a tick! We’re out of sprinkles!”

“Sprinkles?”

“Hold on I got some in the kitchen.” Joe got up and took his donuts into the hotel room kitchen, leaving Flitter on the bed. She lay on her back and hung her head upside down over the foot of the bed so that her amazingly straight hair delicately rested on the floor.

“Who needs ‘em?” she laughed.

“My dear filly!” Joe called out playfully from the kitchen, “There are some things that are simply not done! Such as indulging in freshly baked chocolate donuts without some of my gourmet sprinkles. That’s like listening to Sapphire Shores without earmuffs, amiright?”

Joe opened up his cupboard and shuffled through his myriad of baking ingredients. He saw the sprinkles buried deep in the back of the cupboard and reached his head in to grab them with his teeth. As Joe happily pulled himself out of the cupboard, a heavy blow crashed into the back of Joe’s neck.

Joe’s limbs gave way and he fell to the kitchen floor in a heap. The jar of sprinkles spilled out, littering the tile with the tiny, multi-colored candies. Joe fought against the drowsiness that permeated his brain but his muscles would not respond. The kitchen disappeared and everything grew black.

Joe admired the sea of stars that surrounded him. The orbs of light danced in the sky in every color imaginable. Joe trotted across the nothing. There was nothing beneath him but more beautiful stars. Joe didn't care how he was walking. As he trotted forward, he heard the sounds of laughter. He followed the sounds and then a city came into view. When he got closer, he realized that the skyscrapers were made out of donuts, each one twice as large as a pony, piled up on top of each other reaching high into the sky, higher than Joe could see. Joe trotted to the center of the city, licking his lips at the delicious confectionery buildings. He could still hear the laughter. He followed the sounds until he reached what must have been the city square. In the center of the square was a large fountain. But the fountain didn't spew water. No, from the spouts of the fountains poured the unmistakable amber and bubbling foam of warm apple cider. Joe approached the fountain, now desperately thirsty, and then he saw the source of the laughter. Gathered around the fountain were several mares, all laughing and talking among themselves and each one of them stunningly beautiful. Joe recognized several of the mares. There was a pink Unicorn with dolphin Cutie Marks and a blue mane. She was laughing with a beige Earth Pony with a rosy mane. Joe got near the mares, too many to count, and they all eventually took notice of him. Each one of them squealed and giggled with delight. They all stretched out their hooves and invited Joe to come and join them.

Of course, Joe galloped towards them straight away. But then the sky grew dark. Ominous purple clouds blotted out the millions of stars. The donut city shook. The baked buildings swayed back and forth and toppled over. The crumbling pieces of the donuts fell into a dark abyss below Joe’s levitating hooves. The cider fountain, and the collection of fillies, had vanished. Joe looked around in fear as the purple clouds sparked with black lightning. But the lightning did not produce any thunder. Instead there was an ominous laugh. Each second the laughter grew louder and more menacing and more maleficent. Joe tried to cover his ears but the laughter grew louder still. Joe looked up and noticed a figure looming towards him. It was a creature of indiscernible shape. It grew closer. The creature’s skin crawled and morphed. The skin was blacker than even the surrounding storm. It was an immaterial mass that billowed like smoke and yet dripped like ink. Glowing yellow eyes pierced through the black substance that made up its body. Not only that, but this creature was wearing clothes over its undulating mass. It was adorned in a three piece suit with a long, black tie. Upon its black, smokey head was an old-fashioned, black fedora hat. The creature took a smokey claw and removed the hat. Something about the simple motion of removing that hat was so sinister that Joe couldn't help but to let out a scream.

Joe awoke to the sound of his own screams. He sat up from the kitchen floor, drenched in sweat. Candy sprinkles littered the tile floor. Joe’s mind was a fog. He rubbed his temples and attempted to remember what happened. He remembered meeting with Sky. And then he was watching Nightfeather. And then he was making donuts for…

“Flitter!” Joe yelled out. He hurriedly galloped back to the hotel bedroom. Laying on the bed was a mare with a purplish grey coat and turquoise mane. She looked like she fell asleep face down on the bed. Joe prayed that she was asleep. He cautiously approached the bed. A lump had formed in his throat. “Flitter?” he asked. There was no response. Joe reached out his hoof and shook the still pony, but to no avail. Joe readied his nerve and rolled Flitter face up.

What he saw made him jump back with fear and disgust. Flitter’s face was disfigured. Her expression was frozen like a statue with a look of unrivaled terror. Her mouth was wide open in a silent, never-ending scream. And her eyes were wider than coffee saucers. Her eyes. Her eyes were the most ghastly of all. The whites of her eyes were no longer white. They were a pale, luminescent blue. Her pupils were pitch black and no longer round. They were instead thin slits like on a snake or Dragon. The eyes seemed familiar to Joe.

With his heart racing, Joe picked up the phone and dialed Sky Blazer’s hotel room. It rang for what felt like forever and when Sky finally did answer, he sounded groggy and only half aware. Joe had no perception of how late at night it really was.

“Hello, Sky? It’s me!”

“Yeah? What’s up.”

“Get over her right away! The filly’s dead!”

Sky instantly jolted awake. “Velvet!?”

“No. her name was Flitter. And her eyes are blue…”

Chapter 2: Dinning with the Princess

“Blue eyes?” MARE repeated after Joe told him what happened at Twilight Beach. The old, steel blue stallion puffed away at his pipe, filling the lavishly furnished office with sweet smoke. He stared out the massive window that overlooked the noble’s quarters of Canterlot while twiddling his bleach white mustache. Joe stood on the other side of the heavy desk with depictions of war carved into its relief. Above MARE was a life sized painting of Princess Celestia, regaled in ceremonial armor proudly rampant before a large, rising sun.

“Yeah,” Joe confirmed to old boss, “the whites of her eyes had turned blue and her pupils were just thin slits like a Dragons’. They were the same kind of eyes that Princess Luna possessed back when she was Nightmare Moon.”

MARE’s scruffy eyebrows were more furrowed than usual. Joe was worried that the head of Mane6 would dismiss his report, but he could see that MARE was taking this information dreadfully serious. Not only did MARE believe his story, it worried him.

“What could this mean?” he pondered to his reflection in the window. Joe, weighed down by the awkward heaviness of MARE’s dread, felt compelled to at least try to answer the question.

“Autopsy shows she died of critical heart failure brought about by over-stimulation of the brain’s fear receptors. She literally died of fright.”

MARE’s scowl darkened further. “Who would be able to do such a thing?”

Joe recalled the familiar laughter he heard in the nightmare and the image of a deep purple Pegasus came to his mind. “I have a pretty good idea of who might be responsible.” Joe’s words must have been more terse than he had hoped because MARE turned in his plush leather chair and stared him down with fiery eyes. He removed his pipe from his mouth-- never a good sign.

“This isn't a personal vendetta, Con Mane.” MARE growled, “It’s an assignment like any other. An assignment from a different Princess, but an assignment all the same. Princess Luna ordered you to observe Captain Nightfeather, not mess with his mare. Now he’ll be returning to his home in Cloudsdale in the New Lunar Republic. We’ll have one of our Pegasus agents take over. Your job is done here. I suggest you do what you have been constantly trying to do for the past five months and return to your little donut shop,”

A colony of ants itched underneath Joe’s skin throughout MARE’s lecture and that last statement brought the enraged hive to the surface. “Ok, I screwed up, MARE, I get it! But I can do this. I’d be more than willing to take on this job if I knew what the heck it was about!”

MARE shouldered the lack of professionalism and returned his pipe. His expression remained as stale as ever. He opened up a black folder that sat on his desk. The color meant that it contained the most classified of Equestrian Information. Each one of those folders were sealed with a spell that only a select few could undo and each folder was marked with the simple deterrent of ‘Eyes Only’.

MARE tilted up the folder to prevent Joe’s prying eye and studied the contents intently. “What do you know about Nightmare Moon?” he asked.

Joe felt a chill run up his spine. He of course remembered the recent return of Nightmare Moon during the Summer Sun Celebration. By that time he had already left Mane6 and was running the donut shop, so he could only imagine how much of a panic it caused in the halls of Mane6.

“Well,” Joe began, “After the original members of the Lunar Intelligence Agency were exiled and started forming the beginnings of the New Lunar Republic, Princess Luna transformed into Nightmare Moon, but Celestia banished her to the moon. When this happened, the Elements of Harmony that protected Equestria lost their power. Nightmare Moon came back, but turned good again from the love of her followers. That’s when she took over as Princess of the NLR.”

“Princess Luna is coming here to Canterlot to speak with her sister, and then she’ll be having dinner with me. You’ll be there as well. Meet me here at seven. Black tie.”

The simplicity of the orders caught Joe by surprise. He was just asked to meet with the Princess of the Moon herself. A cocktail of nerves and excitement bubbled in his brain. He stammered to find the right words to express himself. He at first aimed for a rare display of politeness and appreciation but the only words that he could get out were, “You got it.”

MARE looked down at his paperwork and scribbled away with his feather quill. Joe knew that this meant the meeting was over.

Joe trotted out of the office through a thick, heavy door that was padded with top quality leather upholstery and found himself in the far smaller and more welcoming office of MARE’s secretariat, Miss Raven. As always, she sat behind her corner desk obscured by a mountain of paper work that, despite her special talent of being able to hoof write an entire page a second, never seemed to get any smaller. She stopped her endless work as Joe came in and looked up at him through a pair of black rimmed spectacles. She absentmindedly patted at her black, albeit graying, beehive of a mane. She rested her chin on her hoof near a red cravat that she wore around her collar against her white, also graying, coat. Joe could already see what dreams she was formulating in her mind.

“And what do you know about dreams, Miss Raven?” he asked her.

“Only the kind I have every night. A handsome Unicorn with a well coiffed mane carrying me into the sunset.”

Joe smiled at once again being able to enjoy another fruitful conversation with the lonely secretariat. “One of these days we really must look into that.” he mocked her.

“How about tonight? You come over for dinner and I’ll make you a nice angel cake.”

Joe leaned a hoof against her desk and smiled at her. “Well nothing would make me happier, only I have a… business arrangement.”

Raven tutted and returned to her boring paperwork. “That’s the flimsiest excuse you've ever given me.” she complained, “Oh well, some fillies have all the luck. So tell me, Joe? Who is she?”

The intercom on the desk buzzed and MARE’s voice came through the speaker, “She is me, Miss Raven. As well as Princess Luna. And kindly omit the customary byplay with Con Mane. He’s dining with me tonight and I don’t want him to be late.”

The intercom clicked off and Joe couldn't help but wonder if MARE kept his channel on and listened into the room at all times.

“So there’s hope for me yet.” Miss Raven pined.

“Raven,” Joe pretended to be hurt and placed a hoof on his heart, “won’t you ever believe me?”

After washing up at the donut shop, Joe put on a freshly pressed suit and a long black tie which he despised over the simpler, more practical style of a bow-tie. Out of spite, he didn't tuck the tie in and allowed it to hang over the rest of the suit. Within an hour, he was back within the white painted, stained glass halls of Canterlot Castle. Joe forwent the nondescript double doors of the Mane6 offices and instead proceeded to the royal drawing room. The large room was built around a long, pure oak dining table which could easily sit at least a dozen delegates.

The ancient creak of the door as Joe entered drew the attention of the two ponies already within the room and sat at the far side of the table. One of the ponies was MARE dressed in fancy dress similar to Joe. Joe was actually partially surprised that MARE had not instead chose to dress himself in military regalia and the numerous accolades he had achieved in his long tenure in active service.

The other pony was far more interesting. Although Joe and this pony had never met, Joe immediately knew who it was. She was larger than a typical pony. Not so much as the imposing, lanky figure that was Celestia, but just as dominating in her presence. Her coat was dark blue, but it wasn't just any old blue. Her hue seemed more pure and correct. This blue reflected the swirling shades of light and darkness of the night sky; the color of the sky the sleeper would see through the slits of their eyelids as they lulled off into a dream. The color was so perfect, so ethereal, that Joe was unsure as to whether this figure was truly real, or a figment of his imagination.

The mystical nature of the pony was only emphasized by her impossible mane. It flowed and shimmered on its own accord. The translucent night sky itself seemed attached her head and danced around in a soothing, almost hypnotic, fashion. Even the stars twinkled within the depths of her mysterious mane. Ceremonial armor adorned her body as well as an ebony black crown that sat behind a horn, longer and pointier than any typical Unicorn’s. She had wings as well-- large, full wings were folded on her sides; their thickness rivaled even the plush down of that filly, Flitter. The tip of the wings met at a complex patch of black fur that covered her firm, curved flank. The crescent moon Cutie Mark seemed just as bright at the actual thing.

Joe had always appreciated the female form. He had enjoyed the company some of the most beautiful fillies a stallion could ask for. But this. This was beauty that Joe could not have prepared form. And as this unparalleled goddess of perfect form stared straight at him, Joe found himself lost in her cyan eyes of a dream; both welcoming and frightening.

Joe was struck silent. He was in the presence of an Alicorn Princess, and his body, mind and heart reveled in her presence. It wasn't love he was feeling, nor was it lust, but pure adoration.

“It’s about time you showed up.” MARE growled over a plate of various sandwiches. “This is Princess Luna.”

Joe blinked with lips struck dumb. The introduction was normal, so devoid of ceremony, that Joe simply stared forward and said nothing. Princess Luna made the move and rose from her chair to approach Joe. “Greetings, Donut Joe.” she spoke, “It is a pleasure to finally meet you.”

Her voice was as fluid and florescent as her mane. It tickled his ear pleasantly. Despite her regal size, Princess Luna’s mouth was comparatively small. Her crystal blue eyes continued to star at Joe and her tiny smile faded into a concerned frown. Joe realized that it was his turn to speak. He cleared his throat and refocused his mind.  He reminded himself of why he was there.

“The pleasure’s all mine, Princess Luna.” Joe said politely. He did not bow nor kiss her hoof or anything silly of the sort. Joe hated ceremony and thought of it as simply a wasteful acknowledgement of a caste system that was already apparent. Joe sat at the conference table across from Luna’s seat so that MARE, who sat at the head, was between them both. When Luna reclaimed her seat, she wasted no time in getting to her point. Joe respected this Princess’ disregard for trivialities.

“As you know,” She stated clearly and concisely, “as Princess of the Night, it is our duty to enter the dreams of ponies and watch over them, preventing nightmares from occurring. But alas, we have found entering the Dreamscape to be difficult as of late.”

Joe spread some strawberry jelly onto a toasted slice of sourdough. “Difficult?”

“Normally, entering the Dreamscape is as natural for us as breathing. Once there, we can meld into the dream river that flows from the Dream Tree-- the source of dreams for all ponies-- allowing us to exist in every dream at once.” Luna paused to see if either Joe or MARE needed further clarification. Joe crunched silently on his toast and MARE puffed at his pipe so Luna continued, “Lately, however, the very river itself seems as though to impede our entry. Nay… It feels as if some malevolent force is denying us. And with each night, it becomes increasingly difficult to overcome the blockade.”

Joe helped himself to another rather disappointing muffin. He guessed it was a batch indifferently baked with a heavy overdose of hazelnut. “And you think your own military captain is behind it?” he asked dryly.

Luna held her head low. “For anypony else besides us to enter the Dreamscape should be an impossibility. Only a pony of great power and cunning could achieve such a feat. Whenever we fail to enter the river, we see the face of our beloved Captain Nightfeather, laughing a most demonic laugh.”

A chill down Joe’s spine kept him from chewing his meal. Joe’s memories instantly jumped to his hotel room in Twilight Beach. He recalled the horrible laughter that permeated his nightmare, and that disturbing shadow creature. “That sounds eerily familiar.” Joe stated mostly to himself.

“We fear that these visions may be a premonition for a great evil that is to come!”

The fear on the Princess’ face was real; Joe could see that. He scratched the chin of his overly round muzzle and went over in his mind everything that Luna told him. “Ok, but why are you telling me all of this.”

“Nightfeather is the most valiant hero the NLR has ever known.” Joe could sense the strain in Luna’s voice. She, herself, was struggling to believe her own words. “His influence spreads beyond just that of the Lunar Guard. He is very rich and very powerful. As much as it pains our heart to say this, we cannot trust our own guard. Which is why I turned to my beloved sister. She told me of your courage and heart, Donut Joe. That is why we believe that thou art the only one who can answer our plight.”

Before Joe could respond to the unwanted praise, MARE piped in. “But why would Captain Nightfeather invade the Dreamscape? And for that matter, how could he?”

Luna responded, “That is what we must ask you to discover. Apart from being the Captain of the Lunar Guard, Nightfeather poses… nay, that is not quite fair… IS, among his many other interests, a brilliant scientist. He is legally entitled to conduct private scientific and magical research. If he doth have the means to enter the Dreamscape, we must discover how and to what ends!” Luna excused herself from the chair and paced the length of the table. Joe’s eyes remained fixated on her gallant form. She then spoke sadness so deep, that Joe felt like he could drown in the flood of despair. “That unfortunate filly who died in your presence… Her eyes… She was indeed exposed to the Nightmare Forces that at one point had transformed me into the wicked mare of darkness, Nightmare Moon. Though the evil was dispelled, I fear that it still exists. The death that the unfortunate soul suffered could only have occurred within the Dreamscape-- within her own dreams. If the Nightmare Forces are indeed within the Dreamscape, I fear what fate may befall all ponies.” She turned and looked back to the stallions at the table. Her expression was resolute like a leader, but could see the torment behind her brilliant eyes. Joe fought against a twinge of compulsion to pity and coddle her.

Joe finished off a frosted croissant. “I think I oughta meet this Nightfeather socially.”

“And so do we, Donut Joe.”

“Nightfeather,” said MARE, “is hosting a wealthy garden party at a social club in Coltlumbia, The New Lunar Republic’s capital city. The Princess will see to it that you end up on the guest list. Get together with Nightfeather, and see if you can’t get to talking about business. Nightfeather’s kind of business.”

Joe contemplated the scenario in his head. He had attended Grand Galloping Galas and Fancy Pants’ garden parties in the past, and he knew what sort of ponies attended such events. The unashamedly superior who would quickly change all of their political viewpoints at a mere word from a very important pony just to stay within their good graces. “I’m gonna need some bait to draw him out.”

“We agree.” Luna said, “and so a gift we bequeath upon thee.” Luna charged her massive horn. From out of nowhere, an object appeared before Luna in a flash of light and levitated in front of her. “This is a sacred treasure of our republic and the only one that exists in the world. However, if it will aid thy purpose, thou may have it.” The object was a small necklace adorned with a large sapphire pendant. “This is the Lucid Dream Crystal, a magical crystal that allows the sleeper to control their dreams completely. Nightfeather has desired this treasure for many moons. We shall say that the gem was stolen from our vault. Use it as thou see fit.”

Luna landed the pendant on the table in front of Joe. Its faint blue light sparkled in Joe’s emerald eyes.”So I can have any dream I want?” Joe mused, “Oh, do I have some ideas for this…”

Joe reached his hoof out to grab the pendant but it was quickly swept away by MARE. “you’ll draw it from The Doctor along with the rest of your equipment. In the morning!” he quickly added. Joe pleasantly glanced at the old killjoy.

Pleasantries and formalities were exchanged between MARE and Princess Luna as she prepared to make her exit. Joe settled with a nod of the head and a friendly farewell. Even after Luna left the conference room, Joe could still see her luminescent beauty in his mind’s eye.

“So what do you make of Princess Luna?” MARE asked.

“She certainly is pretty. I don’t like her. She reminds me of her.”

“Yes.” MARE said into his pipe, “I know.”

The next morning, Joe returned to Canterlot Castle. The instructions given to Joe were clear, but ridiculous. Joe was told to search the hallways and rooms of the castle between the library and the ballroom until he found a tall, cramped, blue wooden box conspicuously sitting in the middle of one of these random corridors. Joe had been expecting to meet that morning with The Doctor, Mane6’s newest scientific adviser who had just recently signed into the service a few months, ago and Joe was told that The Doctor had finally gotten his state of the art laboratory fully operational. But what, Joe complained to himself, did that have to do with playing hide and seek with some random blue box? After near an hour of searching, Joe was beginning to think that his endeavors were in vain until he turned one last corner and saw, situated between two restroom doors, was, in fact, a seven hoof tall wooden shed painted a shocking blue.

The shed was indeed cramped looking. It looked like only one fully sized pony could potentially fit comfortably inside. The entire construct reminded Joe of an old fashioned style of phone booth which, upon further inspection, Joe realized that’s exactly what it was. The booth had two doors that, to Joe’s surprise, were backwards on their hinges so that the doors swung into the box which would take up even more room and make it difficult for any unfortunate pony inside to get out. Joe jostled the simple handle on the door but it would not open either way. Joe finally found his elusive box, but it was locked.

Joe knocked loudly on the door and shouted into the wood. “Hello? Doctor? I’m here to pick up my equipment? ” He looked up and down the castle corridor in hopes that nopony was watching him. “The heck am I doing? I’m such a schmuck.”

Joe was just about to obey his better judgment and leave when he heard a loud bang from behind the blue doors. Joe put his ear closer to the door and heard a muffled voice.

“Huh? What? Oh! Con Mane! I almost forgot about you. Hold on a tick and let me open the doors.”

Joe heard the click of the lock and one of the doors of the box opened inward. An Earth Pony with a brown coat, a dark brown man and wearing a green neck tie stuck his head out. In his mouth, he held a small metal tool, the end of which was a glowing blue light.

“Come on in, don’t be shy” The Doctor said through his clenched teeth before disappearing back into the cramped box and leaving the door ajar.

Joe stood out in the castle hallway and blinked in confusion. “Doctor, you don’t honestly expect me to squeeze with you inside that little...” Joe put hoof on the door and slowly pushed it wide open. “Mother of maple bars…”

When the doors opened, they did not lead into a small hoof by hoof closet with a few tools hanging on the wall. Instead, beyond the threshold was an entire room about half the size of the royal ballroom. The ceiling within towered higher above Joe’s head than the hallway outside. Joe peeked his head in the impossible room and the walls stretched out far beyond the definitions of the blue box. The situation made Joe’s head dizzy. He went back outside and examined all around the peculiar box. He knocked on the wood. It was definitely wood. He looked behind the box and there was only a tin crack of space in between the back of the box and the corridor wall, on the other side of which was a pair of bathrooms. But when Joe went back inside the box, he was back in the gigantic chamber.

The walls, spread far and tall, were made out of a dark, brass looking metal. The floor was made out of a metal grating through which could be seen a tangled mess of wires and glowing lights. In the very center of the room was a tall, glass column with some sort of device encased within. At the base of the column was a six sided console decorated with tiny light and buttons and a mish-mash of anachronistic keyboards, various levers and even what looked to be a bicycle pedal welded into the wiring. The Doctor was frantically checking meters and turning dials on all sides of the console. Joe stood in the open door frame with his mouth agape.

“Don’t just stand there.” said the busy Doctor, “you’re letting all the cold air out. Come in. Come in.”

Joe stepped fully into the console room and attempted to take in the massive construct. Once he was inside, the double doors closed behind him. “But this is…” Joe stuttered, “I don’t understand-- how could this… It’s bigger on the inside.”

The Doctor stopped his frantic work and admired the massive construct. “Really? I hadn't noticed. Well, now that you’re here, you can take a gander at what I've been able to cook up for you. Would it be vain to say I've outdone myself?”

Joe tried to shake the muddle out of his head and stopped The Doctor’s blabbing with a hoof. “Hold on! I’m still trying to wrap my head around this… What is this place?”

“What? It’s my lab, what do you think it is?” The Doctor raised his hooves proudly, “The nerve center of Mane6’s technological feats-- all of which invented by me at some point in the past or future.”

The explanation did little to placate Joe’s curiosity and so he decided to drop the idea. “So.” Joe approached The Doctor by the humming console. “What do you got for me, doc? A new watch?”

“Watch!?” The Doctor twisted his muzzle in disgust. “Oh please, who wears watches anymore? They’re all round and they tell time in order, no fun at all.” Joe tugged down the sleeve of his shirt to hide the watch wrapped around his hooves. He wondered if the Doctor would care to hear that the watch had already helped Joe out of several tight situations. “Instead you’ll be using these babies!”

The Doctor slammed a button on the console and a stream of mist rose from the floor. A secret compartment opened in the grating and a small lift carried up a strange device. As the mist cleared, Joe recognized the shape of the device.

“Those are what? Mechanical wings?” The wings were no bigger than that of an average Pegasus’ wings. They were constructed from a brass skeleton with the outstretched digits connected by a thick fabric. Thin wires connected the servos or ball bearings or whatever was the driving mechanical force of the bizarre contraption. At the base of the wings were several uncomfortable looking metal straps.

The Doctor went right into his exuberant explanation, “The latest design in non-Pegasi aerial assistance! Strap these babies onto an Earth Pony or Unicorn and they can sustain flight as beautifully as any winged beast. WELL, it’s more like falling in style really, wouldn't recommend entering any flight competitions. But, at the very least, like any good pair of wings, they’ll allow you to stand on clouds like it was nothing! Or would that be something? Can’t really stand on nothing. Anyway, they work in conjunction with your horn. Consider yourself Equestria’s newest Alicorn Princess, eh?”

Joe flexed one of the metal wings up and down. The metal creaked and groaned. “You don’t honestly expect me to wear this thing, do you?”

“MARE’s orders, Con Mane. But just wait till you see this: I outfitted these babies with some neat little modifications. Now pay attention, please?” The Doctor pressed another button on the center console and a small compartment on the panel opened up revealing a tiny device, no bigger than a postage stamp. “Here’s a cute little fella called a homing device. I named it Homer. Once it’s primed, you can track it using radar reception in your watch.”

“I thought I wasn't wearing a watch?”

“Would you rather have a pink bracelet instead?”

“uh, no.”

“Alright then you just keep quiet! The smaller model of the Homer is designed to fit into your horseshoe, so if you ever run into trouble, we’ll know where to find you. Invasion of personal privacy is the best security I always say. The Homer’s larger brother can magically stick to any surface imaginable, except for couch upholstery for some reason. But anyway, you can tail an enemy while keeping out of sight. Any questions?”

Joe held the larger Homer in his hoof. It looked no bigger than a cigarette case and was surprisingly light. “I gotta admit that’s pretty clever. I can stop off to get a quick donut on route.”

“Well, yes, I suppose you could, but it has not been perfected out of years of careful research entirely for that purpose, Cone Mane. That reminds me, I’d appreciate it’s return along with all your other equipment, intact for once, when you return from the field.”

“Hey, Doc, you’d be surprised at how much wear and tear goes on out in the field. So what else you got?”

“WELL, if you got the time, and trust me you do, I will run you through some of the toys your new wings will come with. One simple command from your horn will activate some rather interesting modifications. Smokescreen, oil slick, magical barrier and left and right frontal wing cannons a la the NLR. Now THIS is brilliant! Next to this harness, by your hoof, you will find a little red button. Now whatever you do, don’t touch it!”

“Yeah. and why not?”

“Because you’ll undo this section of the harness and engage, and then fire the rocket propelled turbo boost. You’ll go from zero to way too fast in a very short amount of time. Whoosh!”

Joe followed the wires that ran from the button. He then noticed that the central joint from where the actual wings sprouted had a wide nozzle in the rear. “A rocket boost? You gotta be joking!”

“I never joke about my work, Con Mane.” The Doctor stared down Joe with an unamused glare.

Chapter 3: A Pleasant Game of Croquet

“And that’s when I pointed out that the chalice was not fine crystal. The swindlers were properly arrested and through the court proceedings, I acquired the rights to their patent on that cider squeezing machine.”

The ponies surrounding Stellar Nightfeather joined him in his self-indulgent revelry and politely laughed along at his story. Nightfeather soaked in the admiration as he took a dainty sip from his chalice. A few of the surrounding mares cooed as he stroke his professionally coiffed mane.

He waved a hoof to a servant who stood attentively across the garden. The servant obediently waltzed his way past Nightfeather’s other guests on the dance floor and passed around a few h'orderves to his immediate admirers.

The low rumble of hundreds of well-to-do ponies blended with the lovely string quartet that filled the private gardens of the castle courtyard with a posh, but inviting atmosphere. The courtyard was illuminated by not only the lights strewn about the garden hedges, but by the natural light of Castle Luna itself, which had been enchanted by the Princess to give off an eternal glow that basked the entire city of Coltlumbia. Coltlumbia itself was built as a reflection of the eternal night sky above. The many houses and businesses of the city lit up the black streets like stars and several of the buildings were purposefully built so that their locations resembled constellations. In the center of the city was the glowing castle with its purple walls and yellow rounded domes that represented the full moon that constantly shined high above the New Lunar Republic.

Nightfeather strolled across the castle gardens away from his guffawing entourage with the exception of one who picked up his pace to stay by Nightfeather’s side.

“Ravishing, Captain Nightfeather! Simply ravishing!” applauded Old Pony Caddy, a retired groundskeeper whose name Nightfeather never bothered to remember. “Now tell me, whatever happened to that lovely friend of yours? Flitter or something I believe it was?”

“Who?” Nightfeather stopped in his tracks and, after a brief moment of silence, brightened his eyes in remembrance, “Ah, yes. Flitter. I’m afraid we had to part company. She went to follow her dreams, you see.” Nightfeather laughed fondly.

“Oh, that reminds me, Captain.” Caddy spoke up with a healthy vigor, “A new member of the culinary club is at the party tonight. He came all the way from Canterlot and was hoping to meet you.”

“Oh, how delightful! You know I always have time to make new friends. Where is he?”

“Oh, Mr. Mane! Mr. Mane, over here!”

Caddy called out to a rather broadly built Unicorn standing near the dessert cart. The Unicorn turned around, caught with a large bite of cake stuffed into his cheeks and frosting smeared around his mouth. He placed a plate of chocolate covered strawberries back onto the cart and used the white apron that was covering up his thick brown coat and white shirt to wipe off his messy hooves and face. His large round muzzle smiled ear to ear as he made his way over to join Nightfeather and Caddy. He levitated the messy apron off and crumpled it to the side of the cart.

“Oh, hello!” Mr. Mane said cheerfully with a gruff voice, “Sorry, I was enjoying myself at the sweets table. Say what you will about you fru-frus, you know how to make desserts!”

Con Mane stuck out a hoof which Nightfeather hesitantly, yet politely, shook. It was still sticky and so Nightfeather discreetly wiped it on the grass.

Caddy didn't seem to take notice of the awkward start and galloped right into the introductions. “Con Mane, this is Stellar Nightfeather, Captain of the Lunar Guard.”

“How do you do?” Nightfeather bowed.

“Right back at ya!” Con Mane jokingly punched Nightfeather in the shoulder. “Name’s Con Mane, donut baker.”

Nightfeather grimaced at his shoulder and then dusted it with his hoof. “From Canterlot I hear?”

“Yeah. Big fan of your work! Glad I finally get to meet the legend himself. Hey, have you tried those frilly little powder puff things? Damn, those are good!”

Nightfeather curled his muzzle and hastily turned away from Con Mane. “Yes, I’m sure they are. Now if you will excuse me, I am quite busy. Enjoy the party, Mr. Mane.”

Con Mane allowed Nightfeather to take only a few short steps away before he breathed into his hoof, wiped it on his coat and said, “You a gambling pony, Nightfeather?”

Nightfeather halted immediately. “Excuse me?”

“Oh, well it’s just I happened to notice an open croquet field across the garden. What do you say? Five bits a point?”

Nightfeather stood on his spot and pondered the proposition. After rolling his eyes in his head for a moment he responded, “Did you say five?” He smiled a brilliant, toothy grin and laughed from his stomach. “I think I will take you up on your offer, Mr. Mane.”

“Glad to hear it!” said Con Mane with excitement.

“I should have you know, I play with no bisque.” Nightfeather added with a touch of intimidation.

Con Mane continued to smile happily, “Well neither do I. I’ll take red and yellow?

“Black and blue are fine with me.”

Caddy could feel the spark in the air and the old pony bounced up and down in excitement. “I believe I’ll join you gentlecolts as well! Can’t play very well mind you, but I do enjoy watching good competition!”

Nighfeather laughed again. “Very well. I’ll have Larry setup the equipment.”

Con scratched his poorly combed mane in confusion. “Who’s Larry?”

Nightfeather smiled in amusement and then whistled sharply. Despite the warm air of the garden, a chilling wind culminated at Con’s hooves. The icy air swirled up in a small maelstrom. Caddy clung to his brown jacket. From the shadows at the far side of the garden, a smokey black storm cloud slithered across the grass. The black form pooled at the ponies’ hooves and billowed around their bodies before coming together into a solid mass. The strange form took an identifiable shape. First a torso, the arms and a head all floating in midair like a phantom. The black substance curled and twisted like a fog, but also bubbled and dripped like a liquid. When the floating black mass finished taking shape, parts of the foggy ink mutated into a more solid form. It coalesced into the static black fabric of a dinner jacket, a white collared shirt worn beneath and adorned with a pitch black tie. The mass flicked the smokey tendrils protruding from its sleeve that must have been its hand, and, with a puff of smoke, it materialized an old-fashioned fedora styled hat which it twirled onto its head. With its ensemble in place, the inky black smoke creature opened its tiny, glowing, yellow eyes.

Joe stood frozen in shock. Horrible memories flooded into his brain. A cold sweat dampened his fur as he realized that this well dressed monstrosity was the same creature he witnessed in his nightmare.

“This is my personal servant. Larry.” Nightfeather said formally and nonchalantly.

“Sweet Celestia,” Joe quivered, “what is that thing?”

To Joe’s side, Caddy was equally taken in by the grotesque creature. His dentures threatened to fall from his mouth from chattering. “Is that some sort of demon?” The smoke creature hissed like an angry serpent or a colony of bees protecting their nests.

“He’s a Nightling.” Nightfeather calmly explained, “A rare creature from a far off land. You must excuse him. He’s an admirable servant but dumb as a boulder I’m afraid.”

The creature, the Nightling rather, hissed in what may have been compliance.

“What’s with the fancy getup?” Joe asked. He focused on his breathing and fought to keep his head clear.

“A mere disguise that he can turn on and off as need be. It’s to give him some semblance of being civilized. Haute couture is not yet the highest of priorities for the Nightlings, eh?”

Nightfeather laughed heartily at his own joke and that seemed sufficient enough for Caddy to swallow his shock. But Joe just kept staring at the hissing black mass in front of him. Larry stared back at Joe with its piercing yellow eyes. The two stood there, locked in silent animosity.

The Earth Pony, The Pegasus, The Unicorn and the Nightling took their leave from the rabble of the garden party and passed under a pair of arced hedges that led to a small lawn surrounded by rose hedge. In a neat pile in the center of the lawn was the equipment: four mallets (only two of which would be needed), six small white-painted iron hoops, a wooden peg and four wooden balls-- one each of red, yellow, blue and black.

Larry glided forward and cradled the equipment in his inky black arms. Due to the small size of the lawn, only three hoops were implanted into the ground in a triangle formation equidistant to the peg planted in the center. It was agreed between the competitors that a circuit would require them to run each hoop twice with each ball before striking the peg. Thirteen points for a completed circuit for a total of twenty six points and a winning sum of one hundred thirty bits. Larry then distributed the ball pairs and mallets to the players.

“Now then, how about you go first, Mr Mane?” Nightfeather offered.

Joe placed his red ball on the lightly dewed, short shorn grass and clenched the mallet in his teeth. He struck the ball square and solid so that it ran the hoop cleanly. Joe had hoped that he had struck the ball hard enough to run a second hoop, but unfortunately he landed a mere hoof away.

Nightfeather’s turn with his black ball proved far more fruitful. He not only ran both hoops, but was able to give sufficient spin on the ball so that he was already straight in line to run the third.

Joe chose to play his yellow ball next. He ran the first hoop and smacked his red ball already in play. The force pushed the red ball into the hoop to make for up for the lost run and hitting a ball, a roquet, granted Joe an additional turn to hit the yellow ball while it touched the red. Joe made use of the extra turn by running the yellow’s second hoop, putting spin on the ball, running the next hoop, ricocheting off of the center peg and lining himself up near hooves away from the yellow’s fourth hoop.

Nightfeather smiled pleasantly at his worthy competitor.

And so the pleasant game of croquet played on; even after many of the garden guests chose to leave the party, partly due to their host’s sudden disinterest in the rest of the festivities. Only two of the four balls were left in play, as both Joe and Nightfeather had completed one circuit each. Nightfeather completed his circuit first with his black ball, followed shortly behind by Joe completing his yellow ball’s circuit. With only a few hoops to run for each payer, the game was almost over and just as tight.

“Your turn again, Mr. Mane.” Nightfeather invited Joe over.

Joe, unfortunately, hit the ball too hard so that it bounced along the grass. The bouncing ball hit the upper part of the hoop which killed its momentum just short of the iron archway.

Nightfeather sighed in dramatic pity, “Almost a run. Good hit though. You won’t mind if I go for roquet, I take it?”

Joe showcased his sportsmanship and lifted a hoof in allowance. Nightfeather’s blue ball struck Joe’s ball hard, knocking it a considerable distance away from Joe’s opportune position.

“You got me.” Joe lamented.

“Naturally.” Nightfeather gloated. Joe politely levitated his knocked ball so that it was right up against the blue ball and allowed Nightfeather to take his croquet shot. “Now then,” Nightfeather spoke through the mallet as he lined up his shot, “this meeting is not a coincidence, eh? What’s your game, Mr. Mane?”

“My game?”

“You didn't come to this party to challenge me to croquet.” he said irritably.

Joe dug his hoof into the pocket of his coat pocket and pulled out a small sapphire pendant linked by gold chain. The gem’s sparkle caught the night light and reflected into Nightfeather’s eyes.The captain tried to focus on his croquet shot, but his eyes couldn't help but to dart up to the shimmering sapphire. When he did hit the ball, it completely curved to the side and horribly missed the impossible to miss shot. Joe smiled and nodded his head in confidence.

“I believe you have been looking for this, Captain?”

“The Lucid Dream Jewel…” Nightfeather whispered as he admired the pendant. “Princess Luna told me it was stolen from the royal vault last night. How were you able to obtain it?”

Joe placed the jewel back into his pocket and Nightfeather’s lips smacked in protest. “Let’s just say I have an inside source. You know what kind of power this jewel has. It’d be a shame if such a valuable treasure was sold into the hooves of a… private collector?”

The implications of Joe’s words made Nightfeather’s eyes light up as bright as the jewel. He licked his salivating lips and smile with determination. “How interesting. You know, we still each have a circuit to complete.”

“And the score remains thirteen each.”

“Then I trust you have no objections to raising the stakes?”

“No,” Joe played dumb, “What do you have in mind?”

“The Lucid Dream Jewel, naturally!”

“It is a priceless royal treasure.”

“Nothing is priceless, Mr. Mane,” Nightfeather chuckled, “I’ll wager five thousand bits against it.”

“That’s fine by me.”

“Equestrian Association rules?”

“You got it!”

Both ponies’ eyes hardened and sparked at the reignited competition.

Nightfeather’s turn came around again. Joe ran another hoop and Nightfeather needed to adjust to the awkward debacle he placed himself in after his last shot. Joe knew Nightfeather wouldn't be able to curve his ball so tight as to run the hoop just inches in front of him. He would have to snake around later and so Nightfeather would then try to bank off of the center peg and come around the other side. The captain’s jaw was tight and his teeth dug into the polished wood of the mallet. There was a twitch in the tip of his wing. A building trigger excited Nightfeather’s very being. Joe was amused at the idea of the sight of the jeweled pendant still seared into the back of Nightfeather’s vision. Nightfeather’s eyes didn't know where to look and so Joe gave him a hoof. He stepped just within Nightfeather’s vision and stood in such a way as to emphasize his coat’s side pocket.

The twitch became more erratic and the impatience finally got the better of the captain. He whacked his blue ball with a clumsy swing. It sailed well past the peg, nowhere near any other hoop, and continued right along across the lawn and into the shadowy underbrush of the rose hedges that lines the courtyard.

Nightfeather spat out his mallet with a swear. Joe walked forward and could barely contain his smile. “Aw, that’s some rotten luck, ain't it?”

Nightfeather swore again and stamped his hooves together. Larry, who had been watching the game from above like a literal cloud of ill omen, heeded the call and swirled his vaporous body into the thorny bramble. Nightfeather searched underneath the hedge using his mallet to keep his skin well away from the thorns. Joe waved over Caddy from his seat and they too joined in the search if only for fun.

Joe sat firmly on his haunches in front of the hedge wall and used the light of his horn to search the nearby bushes, hoping that his levitation field would grab some small, round object. Caddy was beside him searching with Joe’s mallet when Joe felt the weight on his horn. He tugged the object out of the thicket and sure enough it was a croquet ball.

“Well ain't that a pity?” Joe mused, “Here it is.”

Joe placed the ball in his hooves, but when the emerald light of Joe’s magic dissipated, the ball’s true nature revealed itself. The ball was black.

“No it’s not.” Caddy pointed out, “Nightfeather already completed the circuit with the black ball. He’s looking for the blue.”

Joe rolled the black ball between his hooves and examined it as some sort of rare artifact. He glanced over at Nightfeather, who was still rummaging through the foliage several hedges away in growing frustration. A smile grew on Joe’s face as he tossed the ball slightly in the air and caught it. He slid the ball into his coat pocket opposite the one that held the jewel. He then continued to search through the hedge with his horn as before, still sitting in the same spot.

“Equestrian Association rules, Nightfeather!” he called out, “Your five minutes are almost up! A lost ball will send you back a run.”

Joe’s teasing were interrupted by an unpleasantly shrill hiss. Billows of inky smoke rose up from one of the bushes and reformed into the ghastly shape of Larry, complete with suit and hat. Larry opened up his cloudy paws and resting in the bubbling palm was a blue croquet ball.

“Ah, thank you, Larry!” said Nightfeather jovially, “I’m still training him, you know.”

“And pretty damn well by the looks of it.” Joe remarked only in earshot of Caddy.

Nightfeather trotted over the levitating cloud creature and examined the found ball. “The blue ball? Good!” Nightfeather smiled contently as he placed the blue ball back into the bounds of the playing field.

Caddy leaned in and whispered to Joe, “If that’s his original ball, then I’m Princess Luna.”

“It’s not.” said Joe.

“How d’you know?”

“Because I've been sitting on it this whole time.” Joe slowly stood up and beneath his rump sat another blue ball. Joe found it immediately after the search began.

Caddy wheezed in laughter.The old pony’s dentured smile was indicative of the fun he was having. “Why you crafty old--” As Caddy bent down to pick up the ball, Joe kicked it with his hind leg back into the brush and held out a front hoof to keep Caddy silent. Joe kept his gaze locked on Caddy to keep him from making any distracting motions and slyly lifted the black ball from his coat pocket. “The black ball you found, sir?”

Joe smiled deviously and wrapped his magic around the ball. He concentrated his thoughts on the ball and thought back to a Zebra friend of his that taught him a few tricks. The ball became blurry. The more Joe tried to concentrate on the ball, the more out of focus his vision became. That’s how he knew it was working. Caddy rubbed his straining eyes. When Joe finished casting the spell, the ball in his hoof was no longer black, but blue.

“You changed its color!” Caddy gasped in amazement.

“No, you only think its blue. Its a perception spell. Nothing but an illusion. What do you say we have some fun with Captain Nightfeather?” Joe put the enchanted ball back into his pocket and rejoined Nightfeather who took the liberty to retake his shot and expertly ran another hoop, furthering his lead against Joe. Nightfeather waved a hoof to Joe’s red ball. “Alright, Nightfeather. One more hoop to run and then the peg will be the clincher.”

Joe lined up his shot. His last remaining hoop was clear ahead of him, and Nightfeather’s blue ball-- the one procured for him by Larry-- was just on the other side. Joe hit the ball, aiming more for Nightfeather’s ball than the hoop. The ball sailed right through Joe’s final hoop and loudly cracked as it hit the blue ball. This ‘roquet’ would grant Joe another shot and, more importantly, the opportunity he needed. Joe cantered lazily towards the balls. When Joe approached, he ‘accidentally’ struck Nightfeather’s ball with his hoof and it rolled a few hooves away. Joe smiled sheepishly at Nightfeather for his clumsiness and Nightfeather smiled in forgiveness. Joe picked up the kicked ball and, after making sure that Nightfeather wasn't paying too much attention, Joe slipped the enchanted ball out of his pocket and placed it up against his own yellow ball. The real ball, Joe put in his pocket. The transaction was seamless and Nightfeather looked none the wiser.

Joe ‘forgot’ to take his extra croquet shot and walked over to Caddy’s company.

“Did you switch ‘em, sir?” Caddy asked with the excitement of a school colt.

“Yeah. Now he’s playing with a black ball that looks blue.”

“Then we got him!”

“So long as he doesn't see through the spell.”

Nightfeather trotted up to where the two balls in play sat and readied his mallet. Caddy was about to raise his foreleg in protest, but Joe stopped him.

“But Mr. Mane, It is still your turn!”

“Nah. It’s fine.” Joe watched the spectacle he had put in place with amusement.

Nightfeather was a field away from the final peg. With all of his hoops run, all he would have to do was strike the peg to win. Even still, Joe watched with calm patience. Nightfeather struck his ball and it rolled along the grass towards the peg. However, it slowed down and stopped just before striking it. Nightfeather smiled confidently.

“So close. But I’m only a few inches away from the peg. This is your last chance, Mr. Mane.”

Joe approached his ball and readied his mallet. “So I need to hit the peg now in order to win, huh?” Joe didn't bother lining up the shot. He hit it roughly and without precision. The shot was a natural mess and landed nowhere close to the peg. “Bleck! Alright, you win, Nightfeather.”

Joe left his ball where it was and graciously trotted over the meet Nightfeather, who was leaning on his mallet in lackadaisical victory. “It would seem I am too good for you.” Nightfeather gloated.

The two shook hooves and Joe offered to take Nightfeather’s mallet. “‘Spose it’s my job to gather the gear, then.”

Nightfeather walked away to revel in his victory with Caddy and Larry. While his back was turned, Joe turned his attention to the enchanted blue ball and removed the spell. Now there were two identical black balls next to the peg.

“Hey, that’s weird.” Joe called out, “Why is there an extra black ball?”

Nightfeather twirled around. His deep purple coat was growing pale. “What do you mean?”

“Well, both my red and yellow balls are here but we’re missing the blue one. You've been playing with the wrong ball. I guess neither of us noticed until now because of this blasted eternal night.”

Nightfeather hastened to the peg to examine the scene for himself. He stared at the two balls in shock, unable to comprehend what he was seeing. “But that’s impossible! How in Equestria could-- I could have sworn!”

Joe took one of the mallets and happily walked back over to his red ball where it sat after his last dismal shot. “Oh well. Since you technically haven’t won yet…” Joe hit his ball and it hit the center peg so hard that the peg bent in the grass. “I guess the game is mine!”

Nightfeather turned his head slowly towards the smiling Unicorn. His eyes burned like the remnant ashes of a raging fire. His lips hung in a tempered snarl. Joe could see his temples bulging with ire.

“Congratulations, Mr. Mane.” he hissed like an aging steam engine. He flashed a killer glance towards Larry, who floated in the air nearby, looking like a puppy that just wet the carpet. “I have some strict words for you, Larry!”

The Nightling collapse his inky blackness into himself and disappeared like the puff of smoke he was. Joe took the Lucid Dream Jewel out of his pocket and juggled it in his hoof before he strapped the gold chain around his neck and stuffed the pendant underneath his shirt.

“And of course that means the jewel is rightfully mine. I take it you won’t report its whereabouts to Princess Luna. Unless you want to explain where your five thousand bits went.”

Nightfeather approached Joe. His back was arched tall and his nostrils flared heavily. “I hope you make good use of that necklace, Mr. Mane.”

Nightfeather turned and sulked out of the garden and back to the courtyard with his wings blazoned wide.

“That was a blast, Nightfeather!” Joe called out, “Now I think I’ll enjoy the rest of your little party. There’s still some desserts left on the buffet.”

With the party dying down and the few remaining guests being escorted off of the premises by Lunar Guards under orders, Joe found himself loitering near the stables where finely dressed valet ponies presented the wealthy elite with their gaudy carriages.

One carriage in particular stood out among the rest. The large chariot was painted ebony and adorned with brightly polished, silver flourishes. Two ponies in ebony armor stood guard by the chariot. Their glowing eyes pierced the surrounding darkness, fangs protruded from their dark coated lips and bold leathery wings scratched at the sky. They were Batponies; once normal Pegasi that were transformed using a special magic invented by the NLR. Most Batponies were conscripted into the Lunar Guard and the vast majority of Lunar Guard conscripts were Batponies. Captain Nightfeather, however, was an exception. Even after achieving the highest rank of office allotted, he chose to remain an ordinary Pegasus. To be so decorated without having to rely on magical augmentation, Joe couldn't help but respect him.

Joe looked around the moonlit stables. No sign of Nightfeather or his Nightling servant. Joe approached the ebony chariot. The Batpony guards kept their glowing, yellow eyes on him but otherwise didn't make any advances. Joe figured they must have been used to onlookers admiring the top-of-the-line chariot.

The whole thing was gaudy, Joe thought to himself as he examined it more closely. The silver flourishes were carved to resemble typical Lunar symbology such as bat wings, crescent moons and constellations. The knob on which the reins were strapped was carved into the shape of a opossum, a favored animal of Princess Luna so it’s been told.

The inner furnishings of the chariot were just as unsightly. It was well upholstered with the very finest of satin, but the satin itself was a putrid plum color; as if a passenger spilled a gallon of grape juice on once brilliant red satin.

Joe rubbed his hoof against the black painted wood. Everfree Oak as far as he could tell. As he messaged the detail, he looked to see if he had stepped his boundaries with the guards. They were still watching but either thought they needn't interfere or they were ordered not too.

Joe bent down under the appearance of investigating the chariot’s wheels; which were comprised of chromed steel and hard, sturdy rubber. Joe reached into his pocket and took out the cigarette shaped box. Joe had never touched a cigarette in his life and quite honestly couldn't stand anypony who smoked. Not only was the smell abominable, cigarettes were the bane of all food as they ruined the taste of everything.

Joe made one final check of his surroundings and, assured that he was not under too much scrutiny, touched the cigarette case to the underside of the chariot. As told, the case stuck to the wood as if held in place by week old jelly. Joe took the watch he wore on his left wrist and clicked one of the buttons on the side. The watch display turned into a map of Coltlumbia created by the watch’s built in soliton radar system. In the center of the map, where Luna’s Castle sat, a small yellow light blinked in and out of existence.

Joe got back up to his hooves and turned off the radar just as he heard the sound of hooves approaching him from behind. “Admiring my custom designed chariot, Mr. Mane?”

Joe turned around and was muzzle to muzzle with Nightfeather. Larry levitated just behind him. Nightfeather was no longer ablaze in anger. He was smiling and spoke approachably.

“Yeah, I was, actually.” Joe said, “Beautiful craftsmanship.”

Nightfeather nodded his head as if he was enjoying a joke shared between him and Joe. “You’re a clever pony, Mr. Mane.”

“Thanks.” Joe returned the passive aggressiveness.

“Perhaps too clever. Twice now our paths have crossed. Let’s leave it at that. I would think our first meeting would have convinced you.”

Joe didn't allow his face to give away any advantage. “Oh, I get it. You want to have a rematch, right?”

Nightfeather’s smirk wavered under slight frustration. “Both of us know perfectly well what we are talking about, Mr. Mane. But I see that it is necessary to remind you.” Nightfeather trotted to the side. He held his head high as he spoke. “Many ponies have tried to involve themselves in my affairs. Unsuccessfully.”

Nightfeather turned to Larry and nodded at him. Larry’s inky cloud body erected in attention. Nightfeather subtly nodded his head to the side toward the statues that stood before the archway that led back to the castle gardens. They were statues of beautiful mares in ancient military regalia holding spears in their hooves.

Larry hissed slightly and casually removed the fedora that sat atop his billowing head. He held out the hat upside down in both hands. Joe was fascinated, if not confused. Just as Joe questioned the display, smoke rose from the cavity of the hat. The smoke was like the substance that Larry was composed of but even blacker. If not for the city’s magical illumination, Joe wasn't sure if he’d have been able to see it in the night sky. The dark smoke continued to swirl out of the hat and into the air like a small tornado. Joe put a hoof to his ear. A faint sound scratched at his drum. The sound grew louder and Joe knew it was coming from the stack of smoke. It was a sickening gurgle combined with harsh sizzling. When the sound grew its loudest, the smoke pillar broke off. Trails of black smoke soared through the air like phantoms. They danced and twisted and continued to make those awful noises. Joe clamped his hooves over both ears in an attempt to drown out those terrible moans.

The black phantoms moved towards one of the stone statues. They swirled and twisted and coalesced around it until the entire statue was completely enshrouded in a cloud of darkness. Only a few brief moments passed before the phantoms broke apart again. The creatures sped back towards the one that summoned them and they dashed back into the confines of the fedora. When all the smokey phantoms were back in the hat, Larry put it back on his head.

Joe looked to where the statue used to be. In its place there was now only a pile of thin dust.

Joe’s entire body was shaking. He could still hears the echoes of the phantoms in his inner ears. A cold sweat formed on his body. His mind raced back to memories of his nightmare and to poor Flitter.

“Ok,” Joe tried to hide his quivering mouse of a voice, “I gotta admit that’s pretty impressive. But what does the castle secretariat have to to say?”

“Oh, nothing, Mr. Mane.” Nightfeather smiled pleasantly while he wiped accumulated gunk from his eyes, “I own the castle gardens.” Nightfeather stood proudly before the stirring Joe. Satisfied with his demonstration, Nightfeather reached into his chariot and pulled out a small leather check book. “I suppose you would like the five thousand bits made out to cash?”

Joe struggled against his cloudy brain. He focused on his breathing to calm himself down. “Yeah. Yeah, that’s fine.”

Through a smile permanently plastered on his face, Nightfeather scribbled out a check, ripped it, and hoofed it to Joe. “Now if you’ll excuse me. Goodbye, Mr. Mane.”

Nightfeather barked out to the Batpony guards and they obediently strapped themselves into the reins of the chariot. Nightfeather closed his cabin door and Larry was about to enter on the other side. Joe stared intently at the fedora that sat just above those beady yellow eyes. A surge of fire seared at Joe’s heart. The very sight of the monster now burned his eyes.

“Hey, Larry!” Joe called out to the Nightling, “Before you go.”

Larry turned at stared at Joe. Due to its featureless face and emotionless eyes, Joe could not tell what the creature was thinking. Joe found that it made it somehow easier to stare it down. Fueled by his defiance, Joe reached into the pocket of his coat and removed a blue croquet ball.

“I think this belongs to you.” Joe said. He tossed the ball towards Larry who caught it with one hand. the inky cloud that comprised of Larry’s hand enlarged and surrounded the ball. After a moment, Larry receded his appendage and a thin powdered dust fell to the floor. Larry then slithered his vaporous form through the sides of the chariot without opening the door and sat next to his master.

The Batponies whinnied and galloped off. They spread their leathery wings and carried the chariot into the sky towards the full moon. Joe sat and watched as the chariot turned into a speck against the bright white sphere and then vanished.

Joe pushed a button on his watch and reopened the radar. The map of the screen zoomed out to show the surrounding territories belonging to the NLR. The yellow, beeping dot was moving away from Coltlumbia and the readings showed it was continuing to gain elevation. The dot was heading for the cloudscape that eventually led to the Pegasi city of Cloudsdale.

Chapter 4: Stormwalker

The buckles clicked and the straps snapped. The clickers buckled and the snapping strapped. The convoluted leather vest with its metal pulleys and strings was one of the most aggravating things Donut Joe ever had the misfortune of having to figure out. The artificial, metal wings clanked and grinded as Joe attempted to figure out where his hooves went.

When he finally did get the infernal contraption on, he noticed that the wings were not as uncomfortable as they appeared. The straps and buckles did not tear into his skin and the joints of the wings moved fluidly with the even the slightest contractions of his foreword muscles as, he assumed, any biological wings should do. The wings were folded against his body and so he decided to make an attempt at opening them. He flexed his shoulders in a way that he naturally believed would do the trick and sure enough the wings flared open.

Joe felt a tinge in his horn and realized it wasn't his exaggerated contortions that opened the wings. To test his theory, Joe stood perfectly still and imagined the wings folding back down again. They did just that. Joe recounted The Doctor’s words about the wings connecting to his horn or some other such silly nonsense. Joe concentrated further and made the wings flap once. At first they just mechanically jolted up and down but as Joe practiced, he got the hang of commanding the individual joints that ran along the wings. He could feel a cool draft at his hooves as the wings caught the wind and manipulated the air flow. Joe’s mind was already racing at the very thought of flight.

Joe stood on a hillside a few miles outside of the city. The grassy field atop the hill presented a perfect view of the night sky eternal. It was the perfect spot for star watchers and astronomers. No such ponies were around that night. Joe was alone with a pair of false wings strapped to his back, facing a sheer drop off cliff about twenty hooves off the ground. Just a few miles away the starry sky was disturbed by the blue glow of the cloudscape, the center of which sat the ancient and proud city of Cloudsdale.

Looking at dark bulging clouds in the distance reminded Joe of the Great Storm Cloud that hung high over the Griffon Nests. He remembered the constant feeling of dread that hung over his shoulders during his visit. His mind turned to a young pony named Roseluck that he had met in the nests. He lamented the fact that they didn't get to see a lot of Manehattan while they were last in the NLR. He wondered what Rose would think of these clouds. They were nowhere near as dark and foreboding as the Great Storm Cloud. On the contrary, the light of the pale full moon reflecting off of the floating cotton looked beautiful. Perhaps one day he could bring her back? No, Joe thought, she was probably crammed behind some desk in some office somewhere lending her talents as some sort of clerk. She didn't need him back her life complicating matters.

Joe realized he was procrastinating. Every second he stood reminiscing, Nightfeather was flying deeper into the clouds. Joe could delay the inevitable no longer. He took a deep breath and steeled his will as he prepared to jump off a cliff. He erected his new, mechanical appendages and lowered his body into a running stance. A slight breeze danced through Joe’s mane from behind and he knew he wouldn't get a better chance.

Joe charged forward and galloped against his survival instincts that demanded he stop this foolishness. Joe reached the end of the cliff and jumped out into the open air.

Gravity took over. The added weight of the contraption of Joe’s back became apparent as he plummeted into a twenty hoof free fall. In his mind he cursed and screamed and laughed at the absurdity of his ultimate demise. Joe scrunched his eyes shut and waited for his inevitable meeting with ground below. But that meeting never came.

Joe opened his eyes and looked down. Instead of growing steadily closer, the ground below was moving to the side. The wings had caught the breeze. They arced in the wind and Joe could no longer feel any weight associated with the contraption. He was steadily gliding fifteen hooves above the ground. His eyes widened with amazement.

Invigorated by the surreal sensation of being detached from the earth, Joe decided to take the next step. He focused a command into his horn once again. The wings obeyed as would any part of the natural body. They flapped and the air under his command lifted Joe higher into the sky. He was above the cliff that he once stood on. He flapped again. He rose higher than the trees. Joe looked to the stars above and he was fueled with euphoria and a surge of freedom. The distance between him and those twinkling stars felt so trivial. Like all it would take was one more flap and he could reach out and hold a star in his hoof.

And so he flapped again. The edge of the cloudscape was before him. The fluffy field before him were not the ominous funnels of chaos as he remembered from the Griffon's Nest. It was a welcoming highway constructed of cotton candy and pillows and whatever other ridiculous sounding analogies came to Joe’s foalish mind. His mane and coat and tail whipped wildly and he loved it.

He entered the clouds. The cloudscape was not just a collection of random clouds. The Pegasi had meticulously carved the cloudscape to reflect the pride and beauty of their tribe. Sculptures made of clouds depicting famous Pegasi heroes floated in midair. Parts of the clouds below him were shaved flat to resemble a road winding its way down a horizon of rolling hills made of clouds out of which trees made of cloud sprung out and bloomed with brilliant cloud blossoms.

The excitement drove Joe to test out the limits of his new aerial abilities. Using his horn to command his wings, Joe started by banking left, then right. Turning was so simple, it was mindless.

Joe got brave. He looked down at a fluffy patch of cloud below him. He drew his wings close to his body and tilted forward. He dove towards the cloud like a falling javelin. His body punctured straight through the cloud. The swollen, plush texture of the cloud softly brushed against him. They were plush and, to his astonishment, rather warm and comfortable like blanket. He rose and darted out out of the clouds further on and continued to follow the carved path.

Joe needed more. The unrivaled adrenaline that coursed through his veins was addicting. He wanted to try a do complete loop. Joe angled his body down and immediately pulled up. The resulting G-forces squeezed his cheeks.The sudden surge pulled at his heart and it felt amazing. But then, at the height of Joe’s trick, his vision blurred red. The rush of blood made Joe lightheaded. He could no longer feel his horn. The wings buckled and clumsily flapped out of sync. Immediately, gravity took hold once again and Joe found himself tumbling towards the clouds below. He had yet to try walking on clouds. He didn't know whether or not they would catch his fall. Joe fought against the fog in his head and concentrated. Blood flowed back into his horn and the wings expanded once again. A draft of air slowed his descent and he allowed the wings to glide him down.

As Joe slowly approached the ground at a more manageable speed, he stretched out his hooves to a landing position. He quickly prayed to whatever Alicorn may be listening and touched terra firma. Terra cumulus? Nimbus firma? hell, Joe thought, I’m on a bloody cloud.

The cloud felt plush and cottony beneath his hooves. It felt like standing on top of a tower of worn out pillows. It was solid enough to hold his weight, but still seemed unstable and he had trouble balancing. Joe tried to rip a small wad of fluff from the cloud floor but it wouldn't yank. He figured the wings’ magic wouldn't allow him to manipulate the construction of the clouds like a real Pegasus. Weather control was likely out of the question as well.

Joe took a few deep breaths and vowed not to try any more stupid stunts. Joe checked his watch. The Soliton Radar was able to analyze the structures of the cloudscape. He pinpointed Nightfeather’s yellow dot. The chariot wasn't moving too fast. He could likely tail it easily enough.

Joe collected his bearings-- which proved more difficult than he anticipated-- and determined the direction of the chariot. Joe took off and flew straight towards the signal.

As Joe flew deeper into the cloudscape, he noticed the clouds were getting thicker. The heroic statues and tree structures must have just been made for the entrance to look pretty. Now the clouds were actually shaped like clouds; rough and without reason. No longer was there a straight path to kindly lead the way for visitors. He tucked and rolled through the stray clouds. Joe cursed to himself that the design wasn't very friendly to non-Pegasi. He then laughed upon realization.

The thickness of the clouds also made the area much darker. The clouds were arranged less like a rolling plain and more like a dank dark cave. No longer could he see stars to light his way. But occasionally, a break in the clouds revealed a column of blue light that illuminated the area. Through these breaks Joe could see and admire the full moon that bathed the NLR in everlasting night. Joe could remember back to when Cloudsdale was still considered an Equestrian Territory. The city had always considered itself more independent than other Equestrian Territories and probably sought to achieve the same state of sovereignty as their sister city, Pegasopolis. However, the constant expansion of the Griffon Kingdom’s borders forced the city to make a plea of protection and it was decided that they would join the NLR in order to be protected by the night shield.

Joe imagined what the cloudscape must have looked like back when they still had daytime. He figured that in this untamed wilderness in the sky, there would have been beauty to behold during both the day and night.

“Come to think of it,” Joe said aloud, “I keep forgetting to ask. If Princess Luna raises the moon every night for the rest of Equestria, why is the moon always visible inside the NLR’s shield? I’ll have to ask her the next time I see her.”

Joe mentally filed away the thought. As he flew further into the maw of the cloudscape, he could see a tiny dot against the purple-blue glow. As the dot grew closer and gained shape, Joe confirmed that it definitely was the chariot. He could make out the black paint and silver wheels.

Flying right next to the chariot was a small mass of bubbling smoke. Comparing Larry’s composition to the natural clouds all around further emphasized how unnatural the creature truly was. His smoky body wasn't still and fluffy. It was twisted and chaotic like a thunderhead swirling over heads of the ponies below, ready to unleash a deluge or tornado or some other nasty disaster. A Nightling, Joe scoffed. Never in his years in Equestrian Intelligence had he ever heard of such a creature.

“Move it, grandpa!”

Joe’s foreboding thoughts about Larry drifted away like clouds in the breeze. His mind was trying to process if he truly just heard--

“Hey! Learn to fly, slowpoke!” the voice rang out again.

Joe looked behind him and saw a Pegasus mare flying behind him almost right on his tail. Her veins were bulging in anger and her wings itched to go faster. She gritted her teeth and her eyes were scorching death rays.

Joe called out to her, “Hey, I’m new at this, alright? If you’re in such a rush then go around!”

“Into those black clouds!?” she screeched like a banshee, “Are you insane!? I can barely see as it is!”

Joe looked ahead. Nightfeather’s chariot was still a ways away but he figured it would be easy to catch up with his Soliton.

“Alright, Alright! I’ll fly lower!” Joe knew enough about Pegasus mares that when they were in a hurry it was best to let them take the lead. He carefully studied the roughly cut clouds below him and entered a steady descent to pin his landing exactly. Just as he was getting low enough so that he could calculate his landing just right, a powerful slipstream of air rushed him from behind. The Pegasus zoomed passed Joe at blinding speeds and nearly rammed into him. He lost his precision and toppled into the clouds. He brushed the loose vapor off of his suit and looked to the mare that was speeding out of sight.

“Discipline, Con Mane, discipline.” he chanted to himself. Joe took to the sky once again and looked at his watch to confirm his target's position. The yellow dot was stationary and not too far. Nightfeather had stopped for some reason.

Joe flew towards the given coordinates and slowed to a halt when he saw it. The Lunar Guard had parked the chariot onto a small cloud plateau upon which sat a small booth carved out of cloud. Outside the booth, a Pegasus was directing Nightfeather’s attention to a series of large cloud baskets all filled with a variety of fruit. a sign on top of the booth read, ‘Land Fruit. Fresh from the Surface. 2 bits.’

Night feather seemed to be enjoying a rather brightly colored banana while Larry weighed an apple in each hand. Joe quietly flew up to a tiny cloud that sat high above the booth. He kept himself low as he peered over his vantage point and watched Nightfeather share some fruit with his soldiers and pay for the meal. Joe’s vigil was interrupted by a low rumble. He looked around and stared up just in time to see a great flash of light. Joe jumped from his cloud just as it was struck by a bolt of lightning which disintegrated it. Joe looked up at the direction of the bolt and saw a tiny thundercloud. Standing on top of the cloud was the Pegasus mare from earlier. Joe could see her slightly better now that she was standing still, but she was still quite a distance away and quite higher up. He could see a vaguely purple coat and a vaguely white mane. From atop her thundercloud, she glared down at Joe with fiery eyes.

She reared her forelegs into the air and Joe could tell she was preparing to launch another bolt. Joe focused his attention on the cloud and his horn glowed red. The cloud also turned red and the Pegasus quickly jumped off of it. she rubbed her burning hind hooves and blew at them.

Joe turned back to Nightfeather. Apparently he and his entourage did not hear the thunder. Nightfeather returned to his seat and the Lunar Guard took off with Larry following behind. The Pegasus jerked her head in what Joe assumed was a curse and flew off as well. Joe checked his watch. The little yellow dot was moving once again.

“I can follow the chariot anytime.” Joe thought aloud, “First, I want to know why this mare wanted my flank fried.”

Joe took off in the direction of the Pegasus. It wasn't long until he could make out the light purple of her coat. She was still flying incredibly fast, although her style was detrimented by a sort of awkwardness. She took great efforts to avoid the clouds and her feet were tucked into her body apprehensively. Joe used this to close the gap. He flew through the clouds that she took the time to avoid. By doing this he cut enough corners until he was in a position to fly ahead of her.

Joe tilted to the side and flew right in front of her as close as he could. The mare suddenly back peddled and greatly slowed down to avoid collision. He could hear her growling in frustration.

“Hey, you cut me off!” she screamed.

“I’m sorry, what did you say?”

“Move over, you idiot! Move it!”

Joe did his best to hide his smile. “Oh, you want past? Then fly around!”

The Pegasus looked to both of her sides in a nervous sweat. The surrounding clouds were very thick and clumped together. Her fear of the clouds reverted back into her hatred of Joe. “Move!”

“Alright, then I’ll fly lower!”

Once again Joe descended slowly and cautiously. He waited until he was at the altitude that he knew she would take advantage of and soar past. As expected, the mare darted forward, but just then Joe pulled back up and he collided with the Pegasus. The two ponies tangled into each other and spiraled down into the clouds below. The mare took the worst of it as she landed wing first. Joe had the presence of mind to make a comparatively more graceful landing. Joe ran over to investigate the crashed Pegasus.

“Hey, I’m sorry! Are you alright? You know, you’re lucky you landed on this cloud.”

Joe reached out and grabbed her foreleg to help her up, but she ripped her foreleg away from him. “No thanks to you!” she barked, “You should have pulled over more! Ouch!” as yelped in pain as she tried to stand up. She reached a hoof out to her wing which was limp and twitching. “My wing hurts!”

Joe took the wing in his hooves and, even though she winced and protested, he did a check on all the joints along the wing. “Nothing broken. Looks like you just sprained it.”

Joe took a moment to get a good look at his would-be assailant, and for a brief moment he was sure he recognized her. Her coat was a very peculiar color. It was a deep hue of off-purple-- almost like a lilac. It was such a strikingly odd color that Joe convinced himself that there was no way he could have ever seen a coat similar to it, but it was no doubt familiar. She wore her hair in a very unique style that was most likely done by some overpriced hairdresser glamorized in an issue of Horse Famous. The large, white pony tail was heavily spiked and highlighted with periwinkle. Or was it the other way around? Her Cutie Mark, he couldn't help but notice, was a shooting star.

“And I just had these feathers professionally preened!” she whined.

“Just be glad it was only your wing. You don’t like the sort of filly who should get ditched.”

Joe was rather proud of that line but he did not have time to relish in it as the Pegasus, without warning, climbed onto his back.

“Just shut up and carry me.” she demanded.

Joe’s speech was restrained by both shock and the added weight on his back. “Excuse me!?”

“There’s a weather patrol outpost a mile from here. I used to work for the weather team and our outposts carry medical kits for Pegasi.”

Joe chuckled and gave in to the absurdity. The Mare wasn't that heavy and the firmness of her abdomen was very enjoyable on his back. “Certainly, it’d be my pleasure. My name is Mane. Con-- Oof!”

“And carry my saddlebags! As quickly as possible.”

“You know I can only carry so much weight, right?” Joe looked to the white bags that now hung from his sides. Like most personalized saddlebags, they were distinctly marked with a Cutie Mark. However, these bags were not embroidered with a shooting star. Instead, they were marked with three dragonflies. Joe realized why everything about this mare seemed so familiar. But as the pieces fell into place, more questions scratched at Joe’s brain.

“My talent is high wing power.” the mare remarked, “Even with one wing i can keep you stable enough that the weight won’t matter.” She sure was proud and confident of herself.

“Alrighty then.” Joe sighed, “Comfy?” Joe once again prayed to whoever may be listening that the Doctor’s wings could handle the extra weight. It was then that Joe realized that this mare had yet to make comment about his bizarre wings or the fact he was a Unicorn. He figured she was either very clueless, or very distracted by whatever she was in such a hurry over.

Joe jumped off the cloud and flapped his wings hard. He could hear them squeaking under pressure and were refusing to lift off. Then the Pegasus flapped her one good wing. A current of air jettisoned Joe into the sky.As promised, the weight of an extra pony and her bags became redundant. So long as she flapped in unison with Joe, he soared almost as easily as before. With a point from the filly’s hoof, Joe made for the weather outpost.

“What’s your name, by the way?” Joe asked.

The mare seemed hesitant at first but eventually she answered, “It’s Stormwalker.”

“I like your colors, Stormwalker. I knew a friend with a similar coat and mane.”

Stormwalker reacted. Joe could feel her shifting uncomfortably on top of him.

“Just keep flying!” She managed to say.

Joe could feel how uncomfortable the topic was through her tightening legs. He decided to push his luck further. “I couldn’t help but notice your Cutie Mark is a shooting star.”

“So?” she barked in defense.

“But your saddlebags. They’re marked with three dragonflies.”

Stormwalker took a moment to search for an answer. “I like collecting dragonflies. I came to the NLR to gather some.”

“Lovely hobby. Where do you catch them?”

“Firefly Fields, naturally.”

“I thought all nocturnal dragonflies were in hibernation this time of year.”

Stormwalker was so flustered, Joe could feel the heat radiating from her face. She stumbled around for whatever words she could find but the lump in her throat kept her silent. Just as Joe thought she was finally going to crack, she quickly thrusted a hoof forward and pointed out a small wooden building built into a cloud foundation. The building was marked with the official symbol of the Cloudsdale Weather Patrol. Joe landed and helped Stormwalker off his back.

“I can head inside on my own to get my wing mended.” She said as she removed her bags from Joe.

“No, please, don’t bother thanking me.” he retorted dryly after she hurried into the building. Now that he was alone, Joe checked his watch. The yellow dot looked to be several hours away, but it was stationary. He switched the watch off just as Stormwalker came back out with a splint bandaged to her wing. “All bandaged up?”

“It will take twenty-four hours until I am allowed to fly again. There’s a sky hotel nearby.”

Joe sighed heavily. “Alright. Hop on.”

“That won’t be necessary.”

“You sure? I’d hate to leave you out here all alone in the dark.”

“I can take care of myself!” She scrunched her muzzle in offense and turned her flank against Joe.

“Yeah, I bet you can. Well don’t forget to write.”

She had already trotted back into the outpost. A lingering chill in the air made Joe shudder. Still, Joe had a feeling that he would be seeing Miss Stormwalker again. So Joe took to the skies and wasted no more time in flying to where Nightfeather was waiting.

Chapter 5: Whatever you do...

The dark bulges of the clouds boiled and swirl like a brewing cauldron. Joe was now deep into the uncharted bowels of the cloudscape, stumbling his way through the thickest cluster of clouds encountered yet. The moon had long since been consumed by the dense thunderheads and a thin veil of mist danced in the spaces between the billowing darkness.

Joe flew cautiously through the darkness. There was no danger in colliding with anything, and he had the watch the guide him, but still his instincts kept him from flying faster. As the spidery mist parted, the looming figure came into view. Sitting atop a spire of swirling, dark clouds, rested a large structure. Various stacks, black as ebony, shot out from the flat roof and large rusty pipework jutted out from the sides and pointed down towards the earth below. No smoke or clouds rose from the chimneys. No rainbows or pleasant drizzle dripped out of the corroded pipes. Yet Joe could recognized the structure for what is was. It was a weather factory, abandoned and forgotten.

The peeling paint revealed the rough metal work beneath. The dilapidated windows were devoid of glass and hastily boarded up. The whole structure was a gravestone-- a monument of its former glory. Joe could not begin to fathom why Nightfeather would be hiding within such grotesque squalor. However, the Lunar Guard Captain’s presence was clear. His chariot was parked just inside the twisted, rod-iron gates. Dim light crept from the paneless windows and caught the mist like dust, dancing in the beams.

Joe landed as softly as he could on the cloud floor which had been magically augmented to be as hard and stiff as concrete. The walls of the structure were crafted from similar material and, although the architects did the best they could to emulate the natural flow of a true cloud, the shape of the building looked crude and disfigured. The echoes of Joe’s crackling hoofsteps chilled the air. The front door of the factory was fastened by chains welded into the cloudcrete. ‘Condemned’ read the bold, red typeface.

Joe looked around to decide on the best point of entry. During his recon, he noticed movement in the corner of his eye. A Lunar Guard Batpony appeared on an upper balcony. His eyes were bright and yellow as he surveyed the area below. Joe pressed against the wall in hope of avoiding the Batpony’s magical gaze, which was specifically augmented for seeing in the dark. The guard, satisfied, moved on to the next stage of his patrol.

Joe continued to look for an entry point. He saw his opportunity in the form of a window on the second floor. No light flickered on the other side of its shambled boards. After making sure no guards were in sight, Joe levitated the boards off of the window and flew into the darkness.

The cold blackness smothered him. The cloudcrete floor chilled his hooves and he clutched his jacket tight against his body. Each hoofstep reverberated through the metal machine work in a haunting melody. Joe lit his horn and examined the room. It was full of rusty gears, worn conveyor belts and broken pistons. Pipework ran across the ceiling and walls. several corroded holes in the pipes were stained with either dried up rainbow or stale snowflakes. One large metal canister-- perhaps some sort of boiler-- was ruptured and the surrounding area was charred black by rogue lightning strikes. As Joe continued to trot cautiously across the dead factory, a wetness splashed his suit sleeve. Joe looked down partially expecting to see his hoof standing in a puddle of blood. Instead a tiny rain cloud weighed down by too much water had fallen to the floor. Joe cursed his own paranoia.

A hollow bang caught Joe’s attention. A strip of light flashed from underneath the door leading out of the room. The thought of getting out of the room was more than enough of an incentive for Joe to investigate. He leaned his ear on the door and could hear voices on the other side, though he could not make out what they were saying. Joe pulled the heavy metal door open slowly and flinched in pain when the metal grinded on its ancient hinges. After being frozen in panic for several moments, Joe realized that nopony else seemed to hear it. He cautiously stuck his head out of the door and looked around. The door led to an upper catwalk that overlooked a large warehouse. No Lunar Guards were stationed on the catwalk and so Joe slowly crept his way through the door, bent down low, and peeked over the railing.

“Beautiful isn't it, Lieutenant?” proclaimed a familiar dulcet tone. Joe could see Nightfeather below, his hooves outstretched in theatrical admiration. He was surrounding by several Lunar Guards all standing at attention. Larry hovered nearby as well. Next to Nightfeather stood another Pegasus. She was clearly a mare, but besides that Joe couldn't determine anything else. Her entire body was covered from head to tail in a skin tight flight suit. Joe had seen very similar flight suits worn by the Wonderbolts in Canterlot. This suit was entirely different though. Instead of majestic blues and golds, this suit was patterned black and purple. Angry looking yellow goggled covered the mare’s eyes. Her only distinguishing feature was the shock of burning orange mane that spiked out of the headpiece.

“Not exactly the word I would use.” replied the mare in the flight suit. Her voice was rough and blunt. “What is it?”

Joe then looked at the strange contraption the two ponies were looking at. In the center of the warehouse was a massive machine shaped like a ring standing on its side. Two antennae poked out of the top of the ring. From the machines base was a myriad of tangled wires that spread across the floor and into all directions. Some of the wires connected to what looked like an operating table onto which a pony could be strapped to. A bizarre helmet was connected to the top of the table. The other wires ran beyond Joe’s line of sight.

“I call it the Dream Gate, my dear!” Nightfeather said with heightened pride. “The most ingenious creation ever devised by ponykind! My life’s work, you can say.”

It was impossible to tell what the masked pony’s reaction was, but her voice sounded dubious. “Dream Gate?”

Nightfeather circled the ring and admired it from every angle. “A magical device designed to tear apart the very fabric of reality! With it, one can step into a world where no mortal has ever before tread: The Dreamscape!”

The mare tutted, “Enter the Dreamscape? But only Princess Luna--”

“Do not concern yourself with Her Majesty, Lieutenant. The more powerful my machine becomes, the more her power will fail her. I can assure you that Operation: Moonfall will be a complete success!”

The female Pegasus approached the Dream Gate machine and scratched her chin. “How do I know this thing even works?”

Nightfeather chuckled. “I should think the proof is fairly obvious.” Nightfeather turned his head and directed the Lieutenant’s gaze to the corner of the room where Larry was floating. The Nightling creature hissed and sizzled.

Joe could hardly believe what he was hearing, but that didn't matter. He now knew that Nightfeather was indeed tampering with the Dreamscape and he knew where he was hiding. His mission was over. All he had to do was report to Princess Luna and tell her where to find the factory. She could then take care of everything. Joe quietly slunk back into the dark assembly room he first entered. He made sure nopony could see him and then he unfurled his wings. He could see the window he entered through clearly in the darkness. He took off and flew straight toward the window.

But before he could reach the window, Joe collided with something in the darkness. The impact caused Joe to tumble back to the cloudcrete floor. He grasped at the object and took it down with him. Whatever it was, it was alive and wrestled against him. Joe overpowered the creature and rolled it into the spot of moonlight from the window. He pinned it to the ground and threatened it with the glow of his horn.

“Move and you're dead!” Joe commanded in a hoarse whisper.

“Let me go!” cried out a female voice, “Ow! Ow, my wing!!”

Joe took a step back as he examined the pony in the moonlight. Stormwalker winced in pain as she massaged her wing, the very one that Joe sprained earlier.

“You!?” Joe barked, “What in Celestia’s name are you doing here!?”

“I want to kill him!” Stormwalker cried out. Tears puddled her eyes.

“Kill who?” Joe kept his horn aglow and ready.

“Nightfeather!”

“Why?” he didn't let up his interrogation.

“I want him dead! He killed my sister!”

It all came together in Joe’s mind. He knew the familiar colors of her coat and mane were no coincidence. Then there was the saddlebag that bore Flitter’s Cutie Mark.

“So you’re Cloudchaser.” Joe commented, remembering the name that Flitter told him. At the sound of her real name, Cloudchaser reared back in shock. “I knew your sister Flitter. I know how she died at Twilight Beach.”

Cloudchaser’s face was flushed in anger and contorted in confusion. She clutched her head tightly with her hooves. “No you don’t!” she screamed, “Let me go!”

Joe held her head and forced her to look at him. “If you want to kill him, why’d you fire a lightning bolt at me?”

“I wasn't! I was aiming for him!” she screamed in terror.

“Well you’re a lousy shot!” Joe yelled loudly. A blinking red light and a wailing alarm made Joe realize just how loud. “But I’d wager the Lunar Guard ain't. Come on!”

Joe put his hooves around Cloudchaser and flew out of the window just as a pair of Batponies barged through the metal door and fired upon them with their Wing Cannons. Out in the open air, the alarm was screaming even louder. Leather winged soldiers clamored out of the broken windows and doors of the weather factory like angry ants from a trampled hill. Several of the Lunar Guards formed rank at the factory gates. The others took to the dark skies and scanned the facility with their magical, glowing eyes.

Joe held Cloudchaser firmly and spiraled towards the darkest batch of clouds. His escape was cut short, however, by a piercing screech. Two glowing yellow dots illuminated from the clouds and a Batpony emerged from the darkness. He opened his mouth wide and showed off his glistening fangs. The Batpony screeched again. Joe had to take his hooves off of Cloudchaser in order to cover his ears from the shattering vibrations. Cloudchaser scrunched into a ball to ward off the horrible noise, barely able to keep herself airborne. When the cacophony subsided, several similar shrieks filled the skies in reply. Joe could feel the dozens of glowing eyes fixated on his location.

He couldn't out fly a battalion of Lunar Guards; not while having to protect the frightened filly beside him. Joe looked down and surveyed the twisted construct of the weather factory. The different levels and floors connected to each other in some absurd resemblance of practical design that only the factory workers could hope to understand. Non-uniform alleyways of varying widths twisted around the warehouses and cloud silos like a labyrinth. Joe grabbed Cloudchaser and yanked her down with him into the maze of the forgotten factory.

The Lunar Guard followed. They screeched and hissed. Joe aimed for another nearby, boarded up window. He couldn't concentrate on his magic flying at such high speeds, and so he shielded Cloudchaser’s eyes while instructing her to hold on to him tightly. Joe braced himself and crashed through the wood. His pumping adrenaline prevented him from feeling the splinters that scratched at his skin.

The room looked to be the snowflake refinery. A few grey clouds lingered near the ceiling and retained just enough winter chill to allow the walls to be coated in a light frost. Tiny machines resembling arms with fine pint scalpels at the end lined another conveyor belt to automatically carve out the individual snowflakes. In the middle of the room was what must have originally been a giant snow globe. The globe was now shattered and the floor was littered with broken glass.

The Batponies chased Joe through the window. Joe slowed down slightly, levitated the largest glass shards he could find and flung them at his pursuers. The lead soldier screeched and his echo wave shattered the shards into fine powder mid-flight. The glass powder retained its velocity and blew into the Batponies. They hissed in pain and stopped in mid flight to clutch at their stinging eyes. Enraged, the Lunar Guard fired upon Joe with their wing cannons once again. Cloudchaser screamed as the projectiles sped towards them. Joe charged his horn and concentrated on giving a command to his wings. The canon fire collided with, and bounced off of, the glowing emerald sphere that surrounded Joe and Cloudchaser.

With no knowledge as to how long the wings’ built in shield would last, Joe continued to flee the Batponies while their eyes still stung. He took the opportunity to fly to the ceiling and through a large cloud chimney. The chimney led back outside near the cloud silos. Joe took a moment to catch his breath but the reprieve was short lived as another shot from a wing cannon collided with the energy shield. The shield flickered and waned. More hissing Batponies emerged from the shadows and Joe flew into the corridors between the rows of silos. Joe found himself slowing down to avoid colliding with the silos in the limited light. the Lunar Guard, however, kept pursuing at full speed, aided by their night vision. They were able to skillfully avoid all obstacles. Cloudchaser looked behind her and screamed in terror at the approaching soldiers. Joe sent another magical command to his wings. Small openings revealed themselves at the base of the wings and from the openings spewed a stream of thick smoke, blacker than the clouds above.

The Batponies flew helplessly into the infinite blackness and screeched out in panic. Joe flew around several silos in wide banks to further throw them off. Several of the Batponies refused to slow their pursuit and ended up crashing headlong into the silos ahead of them. One Batpony’s armor pierced the silo’s hull and was blown away by the tornado that the silo contained. The spiraling winds escaped its casing and sent the rest of the helpless Batponies spiraling into the cloudcrete walls behind them.

At the other end of the silos, even more Batponies emerged from the allies. Joe took off towards a skinny maintenance door that he ripped off with his magic. He squeezed into the dark room and found himself in the factories gear works. A towering fortress of massive interlocking teeth of rusted cogs created a surreal, life sized sculpture of industrial progress. The Lunar Guard followed Joe into the gear works. The spaces between the cogs were even tighter than the silos. Joe had to make quick banks in order to fit through the narrow spaces between frozen cog teeth that, had they been active, would surely have crushed them into biscuits.

Once again the Batponies night vision allowed them to navigate the treacherous route with ease. Joe could see another maintenance hatch at the other end of the gear work. The Batponies grew closer with each frustrated screech. Joe sent another magical command to his wings. The opening at the base opened once more and this time it spewed out a sticky, black liquid. The reddish oil splattered onto the Batponies. Their eyes were closed shut with gunk and their leathery wings were weighed down by the heavy substance. They plummeted down to the bottom the gear works, some of them even landing in the cavities between cog teeth.

Joe crashed his way through the maintenance door. Cloudchaser still hung onto Joe with a death grip. The door didn't lead back outside. Joe was now in another warehouse similar to the one he saw Nightfeather. A massive pair of mechanical doors to take in delivery trucks were opened wide at the far end. Even more Batponies flew into the warehouse from windows near the ceiling. One Batpony flew to some sort of device near the wall and activated a switch. The massive doors came to life and slowly slid towards each other to close.

Joe sped towards the doors. The Lunar Guard plummeted towards him and Cloudchaser from above. Joe was barely half-way across the warehouse and the exit was already more than half-way closed. Joe pushed for his wings to carry him faster. Cloudchaser’s wings were clamped close to her body in paralyzed fear and Joe silently cursed her for it. Joe was hooves away from the exit when the doors thundered shut. Joe pulled back and was just barely able to prevent himself from crashing into the steel doors.

Joe looked behind to find himself was facing the full force of Nightfeather’s soldiers. they outnumbered him in the dozens. Some had tears or even blood dripping from their furious eyes. Still others were standing flat on the ground, their wings plastered against their armor with oil. But despite his best efforts, there were still plenty of healthy Batponies ready to sink their fangs into his tender neck.

Joe landed behind a stack of crates in the corner of the warehouse. He dropped the shaking Cloudchaser off of his back and put his hoof to his lips. He motioned her to stay behind the crates and she tearfully nodded her head.

“Come on out!” commanded one of the Batponies, “Surrender now and we’ll go easy on you!”

Joe peeked through a tiny slit in between the crates. On the other side of the pile, one crate stood along on a trolley. The Lunar Guard battalion leader was on the ground walking towards the crates cautiously.

“Sorry,”  Joe growled, “but surrendering ain't my thing!” Joe magically surrounded the crate and shoved it with all of his magical might. The heavy, high speed crate ran over the Batpony who hissed in pain as he was tossed to the cloudcrete. The other Lunar Guards screeched in anger.

“Cloudchaser, when I give the signal, make a dash towards that window.” Joe pointed towards a second floor window that remained opened just above them. Cloudchaser ran a hoof across her injured wing and gave Joe a nod of assurance.

Joe took a deep breath and jumped out from behind the crates and yelled, “Come on you Luna Lovers! Let me show you what we day ponies can do!”

Joe lifted one of the heavy crates with his horn and tossed it into the air towards where the Batponies were huddled the closest. The Batponies dodged out of the way and screeched at Joe. As several soldiers flew towards Joe he captured them in magic one at a time and made them collide into each other. A Batpony would draw close and Joe leaped out of the way, trap another Batpony and send it crashing into another. His temples throbbed with the exertion of his horn. He couldn't keep them all at bay. The guards were getting close enough the attack him. He punched one guard in the mouth and bucked another one that tried to come in from behind. All the while he slowly maneuvered away from the crate pile.

Joe was surrounded with Batponies, far too many to deal with. One grabbed his leg, and another brought a hoof down on top of his head. Joe was tackled to the floor by a pile of Batponies.

“Now! Fly!” He managed to yell through his restraints. Cloudchaser squealed and hesitated slightly as she saw Joe disappear under a pile of armored ponies. She mustered her nerves and finally took to the air towards the window.

Joe was brought to his hooves. His entire body, wings included, was constricted by chains held tightly by the mouths of the soldiers. Joe pleaded with hope as Cloudchaser was about to reach the window. But then she stopped

She stopped dead in her tracks just hovering in place and staring at the wall. On the wall, right in front of her, a black stain appeared. The stain spread out and grew darker. Cloudchaser hovered back away from the wall but never taking her eyes off of it. The entire warehouse was then filled with the sound of gurgling hisses. All of the flying Batponies then grounded themselves. Each and every one of them were staring at the stain with unease. The anxiety of the room choked Joe’s throat.

“Oh no!” One of the Batponies yelled out in terror, “He’s here! Luna help us!”

The horrible hiss grew louder and sharper, like a Dragon clawing at a chalk board. The black stain grew its darkest and began to bulge. The black figure that emerged from the bulging wall bubbled like a cloud yet dripped like ink. It wore a suit and tie and wore a fedora hat that shadowed two beady, yellow eyes.

Cloudchaser was hyperventilating with fear as Larry drew closer. “No! No! What is that thing!? Stay way!” She screamed at the top of her lungs.

“Cloudchaser! Keep flying!” Joe called out to her, but still she remained frozen in panic at the sinister Nightling.

“I… I can’t look away!”

The levitating cloud monster raised its cloudy ink paw and placed it on the fedora. It took off the hat and held it out in front of him upside down, pointed at Cloudchaser. Once again a shadowy mist emerged from the space of the hat. The mist slithered into the air in serpentine fashion. The mist crackled and snapped as it formed the shape of several serpentine figures. The smoke serpents flew around the room wailing their horrible, ghastly moans. The Lunar Guard were visibly panicked as well. Many of them ducked their heads under their hooves or cowered to the corners of the rooms. Even the Batponies that held the chains restraining Joe dropped them and fled.

The dread creatures circled Cloudchaser. She looked around in her panic state, but could not find a way through the black creatures that continued to circle her, closer and closer. Cloudchaser let out one final ear shattering scream as her body was completely consumed by the black mist creatures. She was trapped within the writhing ball of blackness for several moments until the smoke serpents dispersed and flew back into the fedora. Freed from the darkness, Cloudchaser plummeted to the floor.

Joe clamored out of the chains and galloped to catch her. He dove, and just barely managed to reach her in time. He cradled Cloudchaser in his arms and turned her over on her back to make sure she was alright.

Unfortunately, she was already gone. Her blood was cold and her breathing had ceased. Her face was frozen in the most agonizing expression of terror imaginable. And her eyes. The whites of her eyes turned blue, and her pupils were thin slits. She had befallen the same fate as her sister, Flitter.

Joe looked up at Larry, who just hovered there, gazing down at his work with the fedora back on his head. With the shadow creatures gone, the warehouse was as silent as a graveyard.

“What in the name of Tartarus are you?” Joe hoarsely growled at the monster above him.

“Sssurouuund hiiim” Larry spoke to Joe’s surprise. The sound was hollow, devoid of base and tone. It seemed to ring on for eternity and sounded more like it came from within Joe’s head as opposed to Larry himself.

The Lunar Guard trembled out of their horrified stupor. They approached Joe once more with the chains and tied him back up. Joe didn’t resist. He just kept staring at Cloudchaser and the grotesque look on her face. The Lunar Guard flew into the air but Joe remained on the ground, looking at Cloudchaser. No tears formed in his eyes, but still he remained steadfast. the Lunar Guards tried to lift his large frame into the air but couldn’t command his weight.

“flyyy.” spoke Larry.

Joe leaned in a hoof and closed Cloudchaser’s lids over her blue eyes.

“Suppose I ain't got much choice.” Joe said. He opened his mechanical wings and levitated himself, allowing the Batponies to guide his restricted flight.

With Larry in the lead, the Lunar Guard flew Joe out of the window and guided him towards another sector of the facility.

“Where exactly are you taking me?” Joe asked.

“Sssilenccce”

Realizing it was no use, Joe slipped into his own consciousness. At least he could be left alone with his thoughts. Somehow, Joe’s thoughts turned to a scarlet colored mare sitting alone in an empty donut shop, waiting for a meal that will never come. Joe scoffed the morbid image out of his mind and instead thought of MARE sitting behind his desk with his pipe, dictating a memo to Miss Raven. This image only made him feel worse. He then thought of the Doctor and his strange blue box. He pictured him no doubt fiddling with some gadget or another; a new watch or a new pair of wings. He imagined him fitting it with all sorts of bells and whistles-- missiles and lasers and rocket boosts and the like.

Joe snapped awake. He subtly moved his hoof to the underside of the harness. He felt the presence of the tiny red button and the Doctor’s words came to his mind.

‘Now whatever you do, don’t touch it’

“Ok.” Joe breathed to himself. He closed his eyes and pushed the red button.

A small beeping sound could be heard. The Lunar Guard looked around in confusion until they realized the sound was coming from Joe. A metal casing at the base of the wings suddenly popped off and a cylindrical canister rose up. Even Larry was intrigued enough to stop flying and look back at his prisoner, who now wore a look of manic confidence.

The rocket on Joe’s back burned and churned. The Lunar Guard looked on in confusion and worry. A gas ignited out of the rocket and it shot out a trail of scorching flame. Joe streamlined his body and in the blink of an eye he accelerated into the sky. The force of the takeoff was enough to drag the chain that bound him. The Batponies that held the restraints were pulled along with the chains before they were forcefully yanked from their fangs. Larry and his men could only watch in shock as their prisoner was getting away with the speed of lightning.

Larry shrieked like a banshee. The Lunar Guard all trembled in fear of the enraged cawing  and took off after Joe.

Meanwhile, Joe had not been fully prepared for the full force of the jet propulsion. He could barely see against the stinging wind. He could not turn and he hadn’t the faintest idea on how to break. Joe just flew forward and hoped for the best. He raced into another warehouse. As before, the Batponies were desperately trying to close the far end. This time, however, Joe was through the closing doors long before they had a chance to shut in on him. He soared down the factory alleyways. Lunar Guard Batponies flew above him in wait and futilely tried to shoot him with their wing cannons as he passed by and into another assembly room.

Joe was enjoying the rush. He smiled brightly as he relished in the speed. But that speed then felt jaunted. Joe was slowing down and the rocket on his back was sputtering. Fuel was running low and Joe needed to escape. He looked around the assembly room and spotted another window. Through the window he could see the faint light of the moon eternal. Joe aimed for the window and flapped with all of his might to keep up his speed.

He still had plenty of momentum and was confident he was going to make it. But that confidence faded when Joe saw the black stain forming on the wall. The hissing Larry emerged from the stain, his cloudy ink arms outstretched towards the speeding Unicorn.

Joe instinctively pulled to the side. He banked heavily and made a near hairpin turn. The G-forces forced his eyes closed and he knew he had lost control. Joe collided full speed into the factory machinery. Pipe’s shattered and bent and crumpled to the floor along with Joe. Larry hovered over to the metal heap and pulled Joe’s unconscious body of out of the wreckage. At Larry’s command, The Lunar Guard picked up Joe’s body and took him away. The last thing that crossed Joe’s mind as he slipped away into the darkness, was the image of two Pegasus sisters with purple colored coats, happily laughing together.

Chapter 6: You Expect me to Talk?

Joe struggled to stand up. He had difficulty moving his body. It was heavy and resistant. When he finally got on his hooves, he groaned as he noticed the feverish pain in this head. Joe looked around but couldn't make heads or tails out of his surroundings. He could not tell if he was inside or outside and his vision remained blurry no matter how many times he tried to blink them into focus.

Joe tried to remember how he got here, wherever ‘here’ was. However, he couldn't recall any details. He didn't remember ever having ‘gone’ anywhere. Had he been here this whole time? Was this where he lived? Joe trotted forward in hopes that the movement would clear his head, or at least his vision. But no matter how long or far he traveled, he felt like he was going nowhere. The blurry, unfocused world seemed to drift on forever. It was a void shrouded in a bizarre mist that glowed with all colors and none.

“Where… Where am I?” Joe spoke allowed if only to hear the sound of his own voice. The fact that he could still speak granted him a quantum of solace. The sound of his voice echoed out into the eternal void. When the echo faded, another voice spoke out in reply.

“Good evening, Donut Joe.”

Joe’s spine froze and tensed. The sound of his real name spoken by a voice that never spoke the name before filled Joe with apprehension. He desperately looked around to find the owner of the voice, but there was nopony to be found.

“My name is Con Mane!” Joe shouted to correct the disembodied voice.

“No, I’m afraid that right now, your mind in an open book. I can see everything: your innermost thoughts. Your desires. Your fears. Your past. Your triumphs. Your failures.”

The voiced lingered on the last word with extra breath. Joe’s heart was pounding. He felt like an amoeba underneath a microscope. The entirety of the strange world was like a massive eyeball, constantly looking at him, into him. Joe’s mind raced with panicked paranoia.

“You don’t know anything!” Joe fought for control over his mental agency.

“Don’t I?” The voice laughed in amusement.

There was a new sound. Joe could hear the unmistakable sound of approaching hoofsteps in the distance. He looked around but could not pinpoint the direction the hoofsteps were coming from. They were getting closer. And as they drew closer, Joe could hear another sound accompanying the hoofsteps. Each normal sounding clop was accompanied by a clang. The metallic thuds rang loudly throughout the void. The hoofsteps were very close now. Joe quickly turned his head to where he could now tell the sound was coming from. A figure was approaching Joe, emerging from the blurry mist. He couldn’t make out any details, but the figure was definitely making the metallic clangs with each step. He could make out some sort of robe draped around the pony’s shape. Atop the pony’s crest, looked to be the silhouette of a long curved horn.

“Griffons, Ponies, Changelings, just forms of life, each as stupid as the other. I am a member of DISCORD” The shadowy pony hissed in a harsh, raspy voice.

The figure came to focus. Joe could see the front hooves that were replaced with metal prosthetics, the curved red horn and the green and red eyes with purple smoke billowing from the sides.

“What are you doing here!?” Joe yelled out. His blood boiled in anger as he remembered the agony he faced at the hooves of the pony before him.

“The NLR are fools.” The dark Unicorn continued, “I offered them my knowledge of the dark arts and they refused. So did all the other nations. Now they will all pay for their mistake!”

Joe’s headache became worse as confusion pounded it like an anvil. “No! You can’t be here! You’re dead!”

“How does it feel, Old Horse?” a new voice interrupted Joe’s fury from behind.

Joe reeled around to find another pony standing behind him. It was a large Earth pony with monochrome coloring. He had a grey coat and a grey mane. He watched Joe from behind grey, lifeless eyes. Joe instinctively backed away.

“I watched you die.” he cried out, “I refuse to believe this is real!”

The grey pony continued, “The first stab won’t kill you. Nor the second. Not even the third. Not until you crawl over here and you kiss my hoof!”

“No!” Joe yelled out in a blood fueled rage. He raised his hoof and flew a punch that could shatter bones straight towards the grey muzzle. But then Joe withheld the attack when the grey pony suddenly changed.

Standing before Joe was a yellow pegasus wearing a black wide brimmed hat and a black cape.

“You know, Con.” The Pegasus spoke theatrically, “Life in the Griffon Nest will not be the same without you.”

Joe was breathing heavily. His thoughts spiraled out of control. Joe shut his eyes tight and shook his head to fight against the confusion. When he looked again the Pegasus was gone.

“Well, I have some bad news. Your father’s dead.” Joe said. Or was it Joe that said it? It was certainly Joe’s voice but the words this not come out of his mouth.

“Who did it? Tell me!”

More voices erupted from the void. They assaulted Joe from every direction. He could neither run nor hide from their relentless onslaught.

“He was stickin his muzzle where it didn’t belong. And if you keep snooping around, you’ll end up just like Strange Ways.”

“You have finally lost your mind, Captain. One does not simply slay a Dragon!”

“Drop the phone, Con Mane, or I’ll tear out your throat! You think hiding behind a table is going to protect you? Your the one pinned against the wall. Now stay still like a good little statue!”

“He pays me. My sister, Cloudchaser, lost her job at the Canterlot weather patrol. Doing this is all I could do to support us.”

“Autopsy shows she died of critical heart failure brought about by overstimulation of the brain’s fear receptors. She literally died of fright.”

“What are these things? They’re everywhere! Get away! Stop! No!”

“STOP!” Joe screamed at the top of his lungs. He was huddled on the floor with his hooves covering his head and ears in a futile attempt to block out the tormenting voices. His breathing was heavy and erratic. Tears flowed from his eyes.

“What’s the matter, Joe?” politely asked the first disembodied voice, “Can’t bear to face the mistakes of your past? Or is it that you are afraid of it? No. It’s clear to me, Joe. What you are truly afraid of is yourself.”

Joe’s head jerked up at these words. He could see another Stallion standing in the mist across the void, another Unicorn. The pony was shrouded in darkness. Although the shadow was all Joe could see, it filled his mind with pain and sorrow and terror.

The shadowy Unicorn repeated those last words with a velvety voice, “What you are truly afraid of, is yourself.”

Joe fell back on his haunches and crawled backwards away from the Shadowy Unicorn, unable to tear his gaze away. “No. Not him. Please. Not him! Keep him away from me!”

No matter how far Joe tried to scuttle away from the shadow, he did not make any distance. If anything the shadow was growing larger, more powerful, more intimidating. The shadow erupted in laughter. It was a laughter that shattered Joe’s very soul and petrified his heart. And it grew louder still.

Joe shouted at the shadow, “I’ll never forgive you, do you hear me? I’ll never forgive you!”

“I’m not the one who needs forgiveness, Con Mane.” said the shadow calmly, “When you cannot even forgive yourself.”

“I did all I could--”

“It wasn’t enough!”

“But it wasn’t my fault!”

“You didn’t finish the job!” the shadow’s voiced rose to a thunderous bellow. The weight of the accusation fell on top of Joe and crushed him. He lowered his muzzle to the ground and gave in to his agony. His face was entirely awash in tears.

“Yes! I’m sorry! I’m sorry, it was all my fault! I couldn’t stop it, I… I was powerless! I couldn’t save her! I couldn’t save anypony!”

“You couldn’t bear the weight of your own sin!”

“I know! Why’dya think I ran away!? I couldn’t bare to live the rest of my life in a nightmare!”

Joe felt something resound inside him. A wave of clarity rippled from deep inside his chest. A light from somewhere within him tore through his anguish. His body no longer felt heavy. Joe stood up. He could feel heat radiating from his chest. It was a warm, comfortable heat that cradled him like a Hearth’s Warming fire. A serene blue light shined from Joe’s chest. The emanating glow surrounded Joe in a cocoon of serenity. The mist that obstructed and blurred Joe’s vision wafted away. The shadowy figure of the Unicorn dissipated. Joe found himself floating in a beautiful starry sky. The stars danced around the skies like fireflies. The colors that swirled around Joe were dreamlike.

“Of course.” Joe realized. He reached a hoof into his shirt and pulled out the source of the magical glow. In his hoof, Joe held a sapphire pendant that was still wrapped around his neck with a gold chain. The exposed Lucid Dream Jewel shined with the most brilliant light, but it did not strain Joe’s eyes. It was all a dream, Joe realized. And if this was a dream, then he could control it. Joe touched the crystal to the tip of his horn and concentrated.

“You don’t have control over anything!” the voice of the Unicorn shadow contested with no weight in his voice.

“Shut up.” Joe said.

The voice tried to speak again but it was nothing more than a whisper that fell on deaf ears. Joe continued to focus his mind solely on the crystal.

“What’s going on? Why isn’t it working?!?” said the first disembodied voice Joe heard; the voice that Joe could now easily recognize.

“You think you can just scare me away, Nightfeather? You’re the one who’s dreaming. And I think it’s about time I wake up!”

The crystal sprung to life. The starry landscape was flooded with the sapphire light. As Joe floated peacefully in the light, he closed his eyes and allowed his consciousness slip away into what felt like sleep.

Joe’s eyes opened wide and he jolted awake. His mind was still in a cloud from waking up. The last vestiges of some sort of dream that Joe could no longer recall slipped from his mind. The last thing he remembered was crashing while trying to escape Larry and the Lunar Guard. Joe tried to get up but was stopped by leather straps that constricted all four of his legs. He was strapped to some sort of table that was tilted upright. Joe felt some sort of device strapped to his head. He looked around the room. He made out the walls of what appeared to be a very large room. Sitting in front of Joe was a large ring shaped contraption. A figure stepped into Joe’s view and stood before him. Nightfeather’s face was contorted in a strange combination of frustration and curiosity.

“My congratulations to you, Mr. Mane.” Nightfeather said with sour deadpan, “Nopony has ever been able to escape the Nightmare Machine like that. You are a formidable opponent.”

“Where am I?” Joe asked, still feeling slightly drowsy.

Nightfeather smiled, “You are still in the weather factory, my friend. Where your brain has been wired to the Dream Gate.”

“But why go to the trouble, huh? Why not just kill me?”

Nightfeather chuckled. He flared his dark blue wings with a dramatic flourish. “The members of your curious profession are few in number. But with the help of my machine, you have been recognized, Donut Joe. Otherwise known as Con Mane. A member of Equestria’s Mane6. I had always thought that Celestia’s secret team of assassins was just a myth.”

Nightfeather reveled in his own amusement. He trotted over to the side to a nearby Lunar Guard and took from the Batpony Joe’s mechanical wings. Joe looked down to the floor with a sudden lump in his throat. The cloudcrete factory floor now looked to him no stronger than tissue paper. Even if he could escape, he would just fall through the floor.

“What interesting wings of yours.” Nightfeather mused with delight as he messed around with the wires and servos. “I too have a new toy, but one considerably more practical.” He gave the wings back to his subordinate and turned to face the giant ring, raising his hooves in adoration. “This is a magical portal, designed to rip the very fabric of reality. With it, I can enter the Dreamscape from anywhere in the world.” He paused to deliver a smarmy smile to Joe. “Or in some instances, I can even tear a portal to any particular spot on the moon. Home of the Nightmare Dreamscape. Here, I shall show you.”

Nightfeather waved a command to somepony beyond Joe’s field of vision. He could hear the humming of a machine being powered up. The antennas atop the large ring sparked to life. Electricity arced between them. The electricity followed the outer contours of the ring. The sparks jumped across the cavity from one side to the other. Soon several strands of lightning were being fed into the cavity converging on the center. The image of the warehouse on the other side of the ring rippled and contorted. Reality itself was warping within the ring along with the electricity which spiraled into a whirlpool. The convergence in the center grow into a sphere of sparking light and the sparking and humming of the machine grew ever louder. The light expanded to cover the entire length of the ring. The light collapsed in on itself and the ring became like a window.

Through the ring Joe could not see the far wall of the warehouse. Instead, beyond the ring was a desolate landscape comprised of grey rock. Floating above the grey earth, in a sky blacker than night, was a bright blue planet. Over the humming of the Dream Gate, Joe could hear a loud, crackling hiss. Then, some of the dark patches of dirt began to move. The shadows slithered together and converged. The shadowy entities rose from the ground and took shape. The dark creatures all billowed like clouds and yet dripped like ink. Hundred of tiny, beady, yellow eyes formed in the pools of hissing darkness. The eyes all looked straight at Joe, bobbing and slithering.

The table that Joe was strapped to suddenly lurched. The table followed along a track that led right to the Dream Gate. As Joe inched closer and closer to the Dream Gate, the nightmarish landscape beyond it grew more expansive and the chatter of the Nightmare Creatures grew more hungry.

“This is the Nightmare Dreamscape, Mr. Mane.” Nightfeather explained, “It is through these glorious creatures that Princess Luna became Nightmare Moon. And then when I had the fortune of channeling the Nightmare forces myself and earning me my own Nightling slave, I realized that this power could be mine!”

Joe was barely listening to Nightfeather. His attention remained fixated on the realm of darkness that stood before him. He could not take his eyes away from the growing number of Nightlings that all hissed and beckoned him to their cloudy ink contrails. He could hear their whispers in his mind, tantalizing him with dark thoughts and poking at his fears and insecurities. He could feel a cold sweat moistening his body.

“I think you’ve made your point, Nightfeather, thank you for the demonstration.”

Nightfeather sneered. “Choose your next witticism carefully, Mr. Mane for it may be your last. The purpose of our two previous encounters is now very clear to me. I do not intend to be distracted by another. Enjoy your new home. I wonder if they’ll kill you, or turn you into one of their own? Nightmare Joe. Has a sort of ring to it.” Nightfeather laughed heartily.

Joe’s heart pounded in protest. He was close enough to feel the icy chill of the moon’s surface on his face.

“You expect me to talk?” Joe said in a failed attempt to sound obstinate.

Nightfeather laughed again at the pathetic display. “No, Mr. Mane, I expect you to die! There is nothing you can talk to me about that I don’t already know.”

Joe could now taste the lingering moondust on his tongue.

“You’re forgetting one thing: if I fail to report, Princess Celestia will attack the NLR herself!”

“I’m sure she will be most successful” he dismissed the threat.

Joe could now smell the Nightlings’ ranid breath.

“But she knows what I know.”

“You know nothing Mr. Mane.”

Tiny tendrils of cloud ink were reaching out of the gate towards Joe’s face. Joe wracked his mind for anything that could help him.

“Operation: Moonfall for instance!”

Nightfeather didn’t reply immediately. He was well beyond Joe’s field of vision. He could hear him whispering in discussion with one of his guards. He eventually responded with, “Two words you may have overheard which have no possible meaning for you or anypony in your organization.” He didn’t sound too sure of himself.

Joe was eye to eye with a Nightling. He jumped at the lead.

“Can you afford to take that chance?”

Joe was so close to the gate that he could barely make out the edges of the ring. He closed his eyes tight and prayed with clenched teeth. Suddenly the moving table lurched to a halt. There was dead silence. Joe could no longer hear the humming and sparking of the machine nor the hissing of the Nightlings. Joe opened his eyes and in front of him he could see the weather factory wall on the other side of the Dream Gate, the Nightmare Dreamscape and its creatures nowhere in sight. The table came back to life and moved along the track away from the ring. Nightfeather shifted into Joe’s view.

“You are quite right, Mr. Mane. You are worth more to me alive. Now then, you have had a long night. Perhaps it is time for you to go back to sleep?” Nightfeather stepped in front of Joe, lifted his hoof and yanked the Lucid Dream Jewel off Joe’s neck. “And I’ll be taking back this pendant for safe keeping as well. It does belong in the royal vault, after all.”

The machine started back up and hummed once again. Joe could feel the helmet strapped to his head vibrate softly. His thoughts became muddled and his eyes grew drowsy.

“No. Stop. What are you doing? What are…” Joe fought against the sleep, but his concentration waned into nothingness and his vision succumbed to restful darkness. As Joe faded back into a world of sleep, the last thing he saw was Nightfeather’s wicked smile.

“Pleasant dreams, Con Mane.”

Chapter 7: Spitfire

Joe’s brain pounded him back into consciousness. His body was as sore as his head. It took several moments for him to recall the ordeal he went through before being knocked out. He wondered about whether or not he just awoke from another crippling nightmare, but either way he couldn't remember if he had dreamed at all. He instinctively started to stretch the grogginess out of his body and realized that he was no longer tied to a table and there was nothing strapped to his head. Joe yawned and his outstretched jaw popped a built up pressure in his ears. He winced as the ringing stung his eardrum. He messaged his temple to lessen the pain.

“You’re finally coming around I see.”

Joe blinked awake to observe his surroundings and who the voice came from. His eyes awoke to a large pair of amber colored eyes staring into his. The face of a very beautiful mare leaned in close to his and burned holes into him with those fierce and fiery amber eyes. Joe couldn't help but crack a smile. Out of all the things Joe expected to wake up to, this surely wasn't one of them. The mare backed away and Joe was able to appreciate the full glorious display in front of him.

The mare’s coat was a golden yellow upon which sat a spiked shock of a brilliant orange mane. Her colors were co complimentary, so streamlined, that she herself was a streak of burning light. And the centerpiece of her burning features were her eyes. Oh those brilliant amber eyes that shined with passion and vigor. Her stare melted and excited Joe all at the same time.

From the neck down she wore a high grade flight suit. The suit was of an expensive, premium make. He could tell it was custom fit as the suit clung to her body perfectly, leaving hardly anything to the imagination. She was very athletic and muscular. Her muscles were more toned than most Earth Ponies Joe knew. However she was still slim. She carried herself with that petit fragility that most Pegasus mares had-- a perfect ratio of curve and shape.

Two golden wings, preened to absolute perfection, jutted out of the sides of the suit. They were bulkier at the base than most mare wings and the feathers were cut short. They looked strong, firm and juicy.

A long, messily groomed tail of the same brilliant orange color as her mane jutted out of the back of the suit which dug into and squeezed her plot tightly. Every inch of her feminine shape was perfectly proportioned to accentuate her every move. Her movements were bold, confident and demanded attention. Joe was more than happy to give the figure the attention it deserved. Out of all the pretty mares Joe has had the pleasure to meet, this Pegasus, more than any other, exuded the raw essence of sex.

the suit itself was black and purple in design. On the side of her flank was the insignia of a Pegasus skull with skeleton wings protruding from it.

“Who are you?” Joe asked as he stared mesmerized into her scorching eyes.

“You will refer to me as Lieutenant Spitfire.”

Spitfire’s voice, unlike the rest of her fire incarnate body, was ice cold. Her words were as sharp as an executioner's ax and her tone was so distant-- so military-- that Joe instantly knew this was a mare who would die before allowing herself to be dominated. Her aggressiveness only served to fuel Joe’s fire.

Joe smiled his famous charming smile. Flirting was his favorite game, and he already knew this would be his greatest challenge yet. “A sexy mare in a skin tight flight suit… I must still be connected to the dream machine.”

There was no change in Spitfire’s expression. Her eyes were still simmering with lively steam. “‘fraid not. Unfortunately for you, I’m as real as they come.”

Joe had expected offense at the very least. He wanted to see if Spitfire would keep her empowering husk while hot under the collar. Unfortunately, it looked as though Spitfire had no intention of playing his game.

“I thought I’d wake up dead.” Joe said.

“The Captain simply used the machine to put you in temporary coma. Made you easy to transport.”

“Oh yeah? Well I’m happy to be here.” Joe made a sweeping motion around the room and realized he had no idea where he was. He was so distracted by the phoenix in front of him that he forgot to survey his surroundings.

Joe had been sleeping in a very comfortable Davenport brand armchair that was bolted to the floor but swiveled. Several similar chairs were positioned around circular tables throughout the room. a mini-bar and refrigerator were attached to one of the walls which were both adorned with small, circular windows, out of which Joe could see nothing but blackness. The walls were made out of metal painted white, the ceiling looked to be polished wood and the floor was furnished with plush exotic carpeting.

Spitfire must have guessed what was going through Joe’s mind when she turned to look out one of the windows. As she walked, Joe stared at every minute motion of her athletic curves.

“We are currently 3500 hooves over the New Lunar Republic.”

Joe rubbed his temple again to try and fight against the persistent ringing of his ear. Pressure had built up again and he swallowed to pop it.

“Well that explains the humming.” he said.

Spitfire turned back to Joe. His attention was once again caught in her steaming amber pupils.

“That humming means that you are on Captain Nightfeather’s personal airship: The Nightstalker. She is the most formidable battleship in the Lunar Air Fleet. It can clear the skies of an army of Dragons in ten seconds flat. Currently this vessel is en route to Captain Nightfeather’s private estate in Cloudsdale.”

Her authoritative and routine speech sounded more like a sit-rep than a standard explanation. It sent a tingle up Joe’s spine that he liked. He wondered what it must feel like for a soldier to obey orders from her.

“Well ain't that an honor?” Joe snickered, “I didn't know he enjoyed my company that much!” He flashed Spitfire another charming smile. This time he could see a tiny spark of something in the heat of her eyes.

“I am not interested in fun and games, Commander.” she scolded him in a manner that lied somewhere between a mother and a drill sergeant. Joe actually felt some weight behind his poor excuse for a rank when she said it. “I am in charge of this ship and while you are here you will follow my orders, is that understood.”

She raised her voice with that last command. The Lieutenant’s inner fire was finally coming out, and Joe wanted to see just how hot she could become. He wanted those eyes of hers to burn even fiercer. The more commanding she became the more attractive were her eyes.

“Permission to at least have some refreshment ma’am.” Joe said mockingly. He merely said it to stoke her embers, but then he realized just how hungry he was. He had absolutely no idea when the last he ate actually was and the NLR’s eternal night had all but rendered his internal clock useless.

“Granted.” Spitfire responded coolly. So as long as she was in control as the dominating force, she was a controlled burn, Joe thought. The prospects of this mare excited Joe to no end. He wanted the Phoenix. He wanted to release the inferno. “What will it be?”

“You have any donuts? Oh, and some coffee, very black with marshmallows. Care to join me, Spitfire?”

She glowered in a serious countenance, but it was not enough to fan her flame. “Not while I’m on duty. I am Nightfeather’s second in command, Lieutenant within the NLR Lunar Guard. As such I am Captain Nightfeather’s personal confidant.”

“Oh yeah? And just how personal is that?”

Spitfire’s eyes blazed wide. Her jaw tightened and her wings flared up. “I’m a damn good flier. Period.”

Spitfire quickly turned to the mini bar and prepped the coffee. Joe smiled to himself. He finally found the match with which to ignite the fuel. Although he had to admit, the thought of her and Nightfeather burned him up inside as well.

“Well that’s good to hear. And by the way, just where is our host?”

“He flew on ahead.” she said softly and reserved. It wasn't the answer of the authoritative drill instructor. “Here’s your donuts.” The donuts were plain, with powdered sugar served on the side.

Spitfire stirred the coffee and delivered it to Joe. “Thank you very much, Lieutenant.” Joe lifted his mug. “Here’s to Operation: Moonfall.” No reaction. Her firewall was back up. “I have a feeling this will be a very memorable flight.”

And then, unexpectedly, Spitfire smiled for the first time. Joe could feel his passion broil to a fever pitch. Spitfire’s smile was anguishingly seductive. Her eyelids lowered, emphasizing their amber allure. “I know what you're trying to do.” she said with a sultry husk, “You can save yourself the trouble and turn off the charm. I’m immune.”

“What, you don’t like scruffy stallions?”

“No. I don’t like stallions.” The steamy smile faded and the facade washed away from Spitfire’s face. She was once again the drill instructor, berating Joe with her disapproving stare. Her searing eyes branded Joe like the pig she knew he was. “We’ll be flying into Cloudsdale in fifty five minutes. I suggest you make yourself more presentable.”

Joe looked down and realized he was bare coated. He grumbled in annoyance at the unusual display of his full beige coat.

“And did any of my things come with me?”

Spitfire gave another formal report, “Your artificial wing harness is in that room back there. You will be permitted to wear it in order to walk on the clouds. However, we have taken the liberty of disabling the flight mechanism and all of its defenses. Oh, and we also placed a magic dampener on your horn, so you're not going anywhere.”

Joe rubbed the tip of his horn and tried to channel magical energy through it. However, it might as well have been as real as his wings.

“How very considerate of you. Alright, I’ll go freshen up then.”

Joe got out of the chair and made his way back to the room that Spitfire directed him to. Just as he was about to open the door, Spitfire spoke out to him.

“Protocol demands that I inform you that I will be keeping an eye on you through the peephole.”

“I thought you weren't into stallions?” Joe said with extra cheek. Spitfire did not react,

Joe stepped through the door into a very small changing room and locked the door behind him. His white shirt, red bow-tie and black suit were neatly laundered, pressed and folded on the nearby table. His watch sat beside them. Thank Celestia they didn't investigate it too closely. The mechanical wings sat against the wall. Joe decided to buckle the wings on first and wear his clothes over them. He tried to unfold the wings, however they remained constantly folded against his sides.

“That firebrand stripped these wings down to the bare minimum.” Joe spoke out loud, “Doc, ain't going to like that.” Joe then proceeded to put on his clothes. “Still, a stallion could get used to taking orders from her.”

“I am listening you know.” Spitfire called from the other side of the door.

“Yeah, what of it?” Joe called back in amusement. Joe sat on a stool with his back to the door. He unfastened one of his hind horseshoes and snuck out of his breast pocket the small postage stamped sized chip that the Doctor gave him.

“What are you doing in there?” Spitfire called to him.

“Settle down, lady, I’m just polishing it.” Joe held up the horseshoe and waved it above his head for Spitfire to see. He stuck the device into the recess of the shoe and then made motions to polish it with the elbow of his sleeve. “You said to look presentable.”

Joe fastened the horseshoe back to his hoof and then approached the vanity mirror and tried to levitate the nearby brush before remembering the dampener. He did the best he could to coif his messy man by hoof but he was out of practice and wasn’t able to tame it completely. He exited the room where Spitfire was standing at attention. He gave a little twirl in front of her and strutted down the room like it was a runway.

“Now then, how do I look?” Joe heard a click and felt a round shaft pointed against the back of his head. “Apparently good enough for you to point a Wing Cannon as me.”

“ETA in five minutes.” said Spitfire, “Do you want to play it easy? Or the hard way? And I guarantee this will do more than put you to sleep.”

Joe chuckled. He turned around and calmly folded Spitfire’s wing so that the cannon returned under the fold. “Hey, hey, Spitfire! You seem to know more about flying than firearms. NLR Wing Cannons are more powerful than you think. If you fire that thing at this close range, not only will it take me out, but it will also obliterate half the hull of the ship like a Dragon trying to light candles on a birthday cake. The entire ship will crash into a fiery inferno and not even you could fly away from that. But if that’s how you want to arrive in Cloudsdale, you’re more than welcome. As for me? I prefer the easy way.”

Spitfire smirked and glanced at Joe with a hint of playful interest. “That’s very sensible of you, soldier.”

“And besides, there’s always so much fun happening around Nightfeather. Why wouldn't I accept his invitation?”

Spitfire approached Joe and stared at him with her amber eyes which were as fiery as ever. “The Captain looks forward to seeing you too.” She raised a hoof and gently stroked Joe’s cheek until her hoof was under his chin. She gave him a smoldering look. “And I look forward to spending some time with you as well.”

Joe was admittedly caught off guard. This was not the same Phoenix as before. This Spitfire was more of a slithering salamander. Sweat formed behind Joe’s ears.

“No need to get so close, Lieutenant.”

Spitfire purred and rubbed her muzzle against him passionately. Joe could feel her moist breath heating up his skin. His ears were now drenched in sweat. “you like close shaves, don’t you?” she moaned.

“Well, I…” Joe was at a loss for words. He chuckled and gave in to his burning fire. He stroked the back of her neck with his hoof and gingerly kissed the side of her muzzle.

The hoof holding Joe’s chin suddenly surged and punched him hard in the jaw. Joe was sent back sprawling several hooves. Spitfire’s amber eyes radiated with contempt.

“Just like all the others.” she scoffed, “It’s just too easy.” Spitfire tore her gaze away from Joe and aggressively cantered to the door on the far end of the hall. Joe watched as she pranced away with graceful superiority. The contours of her athletic body danced with her fierce movements. Joe couldn't help but smile and admire.

Spitfire left the room and Joe returned to finish off his coffee and donuts. He knew he ought to be mentally preparing himself for his inevitable arrival at Nightfeather’s lair, but the image of Spitfire and her great amber eyes were permanently seared into his mind.

“What have you gotten yourself into this time, Con Mane?”

Chapter 8: Welcome to Nightfeather Mansion

MARE sat comfortably behind his desk, reading the latest reports sent to him by the Princess. The black ‘Eyes Only’ folder in front of him wasn't particularly interesting. Princess Celestia had recognized her sister’s legal claim to the sovereign territory once controlled by the Griffon Kingdom before Equestria forced them to retract their Great Storm Cloud. The documents detailed colonization procedures, local indoctrination, land distribution , procedures to cover the area with the night shield  and all sort of bureaucratic nonsense that MARE couldn't bother to concern himself with.

His mind was on other matters. The Saddle Arabians were once again threatening to drive up the price of their Carouselium and the Changelings were putting pressure on the Caribou. It seemed everyday, MARE woke up and read about some new international crises ready to break the truce and ignite the flames of war.

MARE closed the black folder and piled it on top of the other similar folders that were stacked on the corner of his desk. It was only a matter of time before the ‘Eyes Only’ documents he received each day outnumber the more routine documents. MARE closed his eyes and massaged his brow to try and relieve his stress.

There was also the Nightfeather issue to deal with. Ever since she gave Con Mane his mission, Princess Luna had grown more reclusive. MARE feared that this might be seen as a sign of weakness against the Alicorns by their foreign rivals. The last thing Equestria needed was their chief political ally succumbing to the propaganda of King Gregor or Queen Chrysalis. MARE sighed and wearily lit his favorite pipe.

The intercom on MARE’s desk buzzed to life and Miss Raven’s voice spoke through the speaker. “Signal from Coltlumbia, sir. Coming in through the green scrambler.”

MARE didn't respond to his secretariat and instead immediately put the green receiver phone to his ear. “MARE here.”

“This is Sky Blazer.” spoke the pony on the other end of the line.

“Blazer?” MARE sat up straight and alert. He hadn’t expected to be called personally by an agent of the LIA.

“It’s about Con Mane, sir. We picked up his Homer signal. It’s monitored into the skies surrounding the city of Cloudsdale.”

“Cloudsdale? Nice of him to let us know. Last I heard he was still in Coltumbia.”

“He came in on a private NLR Warship registered to our old friend, Captain Nightfeather.

“Glad he’s making progress. Keep an eye on him for us?”

“Yes, sir. Their flight plans list Nightfeather’s estate as their final destination.”

“Just don’t charge in on him and spoil anything will you? Evidently he’s well on top at the moment.”

The Nightstalker descended down towards the cloud basin with the eternal moon illuminating from behind. The massive ship was as a specter screeching through the night. The ship took rest on a very large airstrip carved out of cloudcrete and then shuttled into an even larger hangar specifically built to house the flying fortress.

Joe watched the entire landing from within the airship’s sitting room. From the window he could see the city of Cloudsdale as any Pegasus should. The silvery cloud streets and buildings collected the moonlight. If Joe didn’t know any better, he would have assumed he was in some sort of snow covered, winter wonderland from a Hearth’s Warming Pageant. Floating on their own clouds high atop the city were actual, working weather factories puffing out various types of clouds from their smoke stacks and liquid rainbows flowing from their spouts. The rainbow rivers cut through the city accumulating in various lakes and fountains. Joe recalled his childhood when he thought to try and sneak a taste of a rainbow that his parents had in stock. Not a wise decision.

Beyond the weather factories was the world famous Cloudiseum. Joe had seen pictures of the Cloudiseum before but never really comprehended the complex size and shape until just then. He longed to see the structure in the beauty of daylight, but then lamented at the thought  that that would never happen.

The cabin jostled only minutely as the Nightstalker touched down on the airstrip. Joe waited patiently as the airship was shuttled into the hangar and allowed Spitfire to collect him. She came in still wearing her teasing flight suit, but this time also wore the head piece which completely covered her face save for her muzzle, eyes and mane. Joe couldn’t help but notice that in full uniform, she looked strikingly familiar, but he could not wrap his hooves around why.

“We’ve arrived, Commander.” she said coolly, “Exit the airship and remember: I’ll be watching you from behind.”

“Oh, I’m sure you will.” Joe said with a wink.

“Move!” she commanded like any good CO would.

Joe walked ahead of Spitfire, perfectly aware of the Wing Cannon firmly locked on the back of his head. The tiny turns of the barrel drove Joe towards a large hatched door guarded by two Lunar Guards. The Batponies saluted at Spitfire and turned the hatched to open the door to the outside. Joe was astonished at how high up they actually were and began to appreciate the size of the airship. Below, more guards guided a tall staircase that they wheeled up to the door, allowing Joe to disembark.

He rapidly made his way to the bottom of the stairs under the stern watchful eyes of the Lunar Guards below. He tested his hoof on the cloud floor with a cautious step just to make extra certain that his wings were still providing him their protection. Spitfire was only a few steps behind him and, as he reached the bottom, he held out a hoof towards the Pegasus.

“Watch your step, Lieutenant.” He said while laying the politeness on extra thick.

Her expression remained firm and in control. She gave her Wing Cannon a light click. “Just keep playing it easy.”

Spitfire led Joe out of the hangar to a cloudfield paved flat. Joe looked to the moonlit sky and saw a small squad of about half a dozen Pegasi flying by in a spearhead formation. A trail of pitch black stormclouds magically materialized behind each flier and the clouds arced with lightning. Joe could tell that each of the Pegasi were mares and that they all wore the same purple and black flight suits as Spitfire. As he watched the airborne spectacle, the Pegasi performed various tricks such as loops and barrel rolls an aileron rolls that curved and commingled with each other to create dazzling cloud trail designs.

“And just who are they up there?” Joe asked.

Spitfire flared her wings, stuck out her chest and smiled proudly. “The New Lunar Republic’s elite aerial acrobatics team. The Shadowbolts!”

“Talented ponies.”

“They should be!” Spitfire flapped her wings and hovered in the air just above Joe with her forelegs on her hips. “I trained them!”

The sight of Spitfire’s strong wings flapping triumphantly and the name Shadowbolt clicked together in Joe’s mind. His eyes lit up with realization.

“Yes, of course. I knew I recognized you from somewhere. Spitfire. You were the captain of the Wonderbolts in Equestria.”

Spitfire lowered herself back down to the cloud. Her face was sour and her eyes shot out poison. “That was before I defected to the NLR and formed the Shadowbolts.”

“But why?” Joe pleaded, “You were a star.”

Spitfire closed her eyes and turned her head away from Joe. “Nightfeather’s promises were too good to pass up.” she said, “I fly in the shadows now. And I like it.”

Joe approached her and wrapped his hoof around her. To his surprise she didn’t protest, but she didn’t warm up to it either. “Well I’d like to hear more about it. Why don’t you and I continue our conversation elsewhere?”

Spitfire drapped the unwelcome hoof off of her and said, “I am afraid you have other more pressing matters to attend to. A mutual friend of ours is here to take you to Nightfeather Manor.”

Spitfire pointed further down the airstrip and Joe could see Nightfeather’s familiar ebony chariot drawn by a pair of Lunar Guards. Standing just outside of the chariot, holding the door open, was the sinister floating figure of Larry.

Joe’s blood froze over. It was only by the prodding of Spitfire’s Wing Cannon that Joe was able to muster the strength to approach the carriage. Joe approached the cloudy, ink-like figure and stared into his menacing, yellow eyes in defiance.

“Where are your manners, Larry? I though you always tipped your hat off to a lady?”

“Innn.” was all the creature said.

“Fine, if you insist.” Joe climbed into the chariot’s red lined interior and Larry slammed the door down hard. Spitfire looked on from the outside amused. “You know, Spitfire, he kills little fillies like you.”

“Little colts, too.” he retorted with a dry smile.

Spitfire watched as the chariot took off to the sky. She watched until it was nothing but a black speck in the purple sky. She then pulled out a small, silver whistle and blew into it hard.

“Shadowbolts! Form up!” She yelled at the top of her lungs. In an instant, all of the Shadowbolts plummeted to the airstrip and they each landed flat on their hooves in a perfectly straight line.

“Routine complete, Squad Leader!” One of the Shadowbolts reported.

“Well?” Spitfire spat with the angry husk of a drill instructor.

“Choreography went off without a hitch. All Shadowbolts in top condition!”

“Very good. You'll get your final briefing tonight. That will be all. Dismissed!”

The Shadowbolts all saluted in unison and galloped away, leaving Spitfire alone. She once again turned and stared off into the direction the chariot flew.

The luxury of the chariot’s premium interior was lost on Con Mane as he sat with his gaze fixated on the moving scenery just above the drawers’ heads. The pale blue clouds illuminated by the eternal moon--the existence of which Joe still couldn’t quite comprehend-- whizzed past the chariot as a shadowy shape emerged from the parting clouds.

The manor was made made out of petrified storm cloud and was constructed to more closely resemble a castle than a mansion. Two towers flanked the main building, which was at least five floors tall and was shaped like a spiral. It was clear that it was inspired by traditional Pegasopolan design and, having studied a little of Pegasopolan architecture, Joe figured that the shape was supposed to resemble a tornado of some kind. The main building branched off into smaller, more traditionally designed housings which were still opulently decorated with a Pegasus’ ideas of symbols of wealth: liquid rainbow fountains that pooled into ponds before flowing from the ledge of the cloud and dissipating in the open air, another rainbow in its finished, manufactured state that arched above the manor to connect the two towers and a lightning bolt magically frozen in time serving as the centerpiece for his courtyard.

Joe thought he had gotten used to the nippier temperatures of Cloudsdale, but as the manor came into view, he found himself clutching his jacket tightly to his body. The chariot landed in the circular driveway that sat in front of the entrance of the manor. On the far side of the driveway, several more chariots of various make and model were parked in a row. Just as Larry opened the chariot door and politely motioned Joe to step out, the large, antique, wooden double doors and the mansion flew open, and Nightfeather trotted casually down the steps dressed in formal uniform.

“Ah, welcome to Nightfeather Manor, Mr. Mane!” Nightfeather roared in a friendly tone. He approached Joe and patted him on the back. Joe kept his calm and allowed Nightfeather his gloating. “Tell me,” he continued, “What did you think of my lieutenant and her Shadowbolts?”

Joe looked up at Nightfeather and smiled. “Certainly better trained than their CO.”

Nightfeather’s smile turned to a scowl. His upper lip curled as if he had just taken a sip of soured juice. He turned to Larry and commanded him with an equally sour voice. “Show Mr. Mane to his quarters, please? I’m afraid I won’t be joining you for a while. Some other guests have arrived that I must entertain. Enjoy your stay.”

Larry bowed and hissed and then commanded some nearby Lunar Guards to flank Joe. Joe was then led not through the front door but to one of the tall towers. The door immediately led to a spiral staircase that into the dank underground (undercloud?) chasms. The guards continued to prod Joe with their pointy, leathery wings until they arrived at the dimly lit dungeon at the bottom. The air was dank and thick and Joe could hear the faint echoes of dripping water, which he realized was probably condensation from the cloud.

The cells were small, each containing only a single small cloud levitating to the side-- Joe figured they must be used for beds-- and a basin filled with stagnant water. The door to each cell was an iron door magically fastened into the cloudcrete walls, which were carved to resemble uniform grey bricks. A window on each door was fastened with rusty iron bars. Joe silently applauded Nightfeather for his appreciation for old fashioned dungeons.

Larry shoved Joe into one of the cells and the metal door screamed in agony as it scraped across the cloudcrete. Joe looked around. The walls were solid stone. Some wooden support beams ran across the ceiling and there were tiny holes at the base of the wall that must have been made by Cloudsdale’s equivalent of rats. At the very least, there were no convenient air ducts for Joe to climb through. He peered through the iron bars. Larry had long slithered away and across from Joe’s cell stood a single Lunar Guard. He stood in stationary attention and his glowing, Batpony eyes did not waver from Joe’s door even slightly. Joe sighed and layed down on the cloud bed, his hooves pillowing head head, and mindlessly wiggled one of his hind hooves. He glanced at his watch and confirmed that the signal in his horseshoe was still transmitting and that it was penetrating the walls. He sighed in frustration and just stared at the stone ceiling.

Meanwhile, at Cloudsdale Weather Patrol Outpost Thunder Sigma, located just a few miles north of the city limits, two Pegasi sat in a dark room, leaned back lazily into their chairs nursing fresh cups of steaming coffee. The circular screen in front of them casted a faint green light on their faces. Through his sunglasses, one of the Pegasi kept his sights on the green bar that moved clockwise around the circle. The steady motion was hypnotic and made his eyes heavy. The only thing that kept him awake was the fact that whenever the line moved over four o’clock, a yellow dot appeared and emitted a sharp chirp.

The Pony next him turned his head and broke the silence. “Sky?”

“What’s wrong, Agent Ambush?” Sky Blazer responded to his rookie partner.

“The Homer has been steady for a long while now. Con Mane must be in the manor by now. Maybe we should just drop in on him?”

Sky allowed the rookie to mull on the question for a few moments before answering. “He’ll shout if he needs us.”  Sky Blazer took a long swig of coffee leaned back even further in his chair and just stared at the ceiling.

Chapter 9: The Hoods' Convention

The balls cracked and rattled as the white cue ball broke apart the tightly packed triangle. The silver coated Pegasus cursed beneath his breath as none of the balls went into any pockets. He trotted to the other side of the billiards table to hit the cue ball again. Along the way he bumped shoulders with another, cinnamon colored Pegasus in a red collared shirt mindlessly walking in the other direction.

As Mr. Midnight, the pony in question, prepared his next shot, he glanced up at an upper platform on the far side of the room. Sitting on a tiny chair near the railing was a fat, bald Earth Pony sweating up a storm. His salmon coat made him look like a pig on a spigot. Protruding from the fat pony’s back were a pair of translucent, temporary butterfly wings. Even with the magical aid of cloud walking, it was clear that the pony was scared out of his wits and couldn't tear his mind away from falling through the cloud floor. He dabbed his moist head with his gaudy, polka-dot necktie. This pony’s name was Kingpin.

The cinnamon in the red shirt, whose name was Solo Venture, continued to mindlessly pace around the lower deck of the rumpus room with his head forward. His eyes were sharp and needle like. Mr. Midnight wagered a guess that he was the result of some sort of cross breeding, but with what he did not know. The steady sound of Solo Venture’s hooves against the wood paneling that covered the cloudcrete floor had gone uninterrupted for the past hour, and Mr. Midnight found it grating on his brain. He took another shot. Scratched it.

Other Pegasi dotted the rumpus room as well. Two of Midnight’s own ponies stood near the fireplace where they had the entire room, and the ponies in it, in eye shot. Against the wishes of their host, Mr. Midnight made sure that they hid Wing Cannons beneath their wings. Kingpin brought some of his own ponies as well. They inhabited the other seats of the upper deck and didn't seem to take any care or notice of the psychological trauma that their boss was going through. They either sat around at a table, snickering while pointing at Kingpin’s butterfly wings, or took turns riding the mechanical Phoenix and laughing like stupid foals. Solo Venture came alone. All counted, there were twelve Pegasi in the room.

After having no luck at billiards, Mr. Midnight left the table and stepped up to the deck next to Kingpin. “That pony, Solo, is going to wear a hole in the floor if he keeps pacing back and forth like that.”

“Yeah, well he’s not the only pony getting bored waiting.” he responded with a voice just as bloated as the rest of his pork face.

The nearby door opened and everypony in the room stopped what they were doing, even Solo. Stellar Nightfeather entered the room with a flourish, flicking his thick, lion’s mane.

“Gentlecolts!” Nightfeather exclaimed with hooves open wide.

Solo hovered in the air and stared Nightfeather down with his needle eyes. “Nightfeather! Why wasn't I told that Manehattan and Fillydelphia were in on this?”

“Look who’s talking!” Midnight snapped.

“I do not work with Chicacolt!” Kingpin added.

The three powers bared their teeth and flared their wings (even Kingpin). Nightfeather merely retained a pleasant smile and silently waltzed to the center of the room to allow his guests to vent their frustration on him as opposed to each other’s throats.

“I thought we had a private business deal to settle.” Solo Venture continued to complain, “And now I find myself at a hoods’ convention!” The Chicacolt shipyard master waved his hoof angrily at the other two ponies.

Kingpin, the illegal meat baron, practically jiggled in frustration. “Nightfeather, I made a delivery! Now where is my money?”

“Hey I made a delivery too!” Mr. Midnight, the drug lord, joined in.

Nightfeather, still smiling comfortable, raised a hoof and and calmed the tumult. “You all made the deliveries I had asked for.”

“And you owe me one million bits!” Solo was still in the air, fuming.

“I owe each of you a million. In precious diamonds.”

“So pay!”

Nightfeather brushed off the Pegasi’s anger and pushed the leftover billiard balls into the pockets with his hoof.

“Gentlecolts,” he said assuredly, “you can have your million bits today… or ten million tomorrow.” He looked up with a glint in his eye, eager to see his guests’ reactions.

Mr. Midnight laughed incredulously. “Did you say ten million?”

“Or perhaps even more.” Nightfeather said without a hint of exaggeration, “In fact, how would you like to have unimaginable power? The power to rule your own slice of Equestria?”

Kingpin laughed like a croaking bullfrog. “Yeah and who's going to give it to us? Celestia?”

Nightfeather jutted out his chest and furrowed his eyebrows in confidence, “I will give this power. When I become Emperor of Equestria!”

All twelve ponies in the room erupted with laughter. Kingpin fell to the floor in his fit, his attention drawn away from the thought of falling through the floor. Mr. Midnight wiped a tear from his eye.

“Emperor? That’s funny, Nightfeather.” said Solo as he landed back on the floor.

Nightfeather patiently waited for the laughter to subside, as calm and collected as ever. When everypony finished with their amusement he simply said, “observe.”

Nightfeather reached a hoof underneath the billiard table and flipped a switch hidden from view. The green table top flipped over upside-down revealing an electronic control panel filled with buttons and levers.

“Hey, what’s with that trick pool table?” yelled out Mr. Midnight.

Nightfeather stretched and popped the joints of his hooves and flicked a switch on the control panel. Metal shades blacked out the nearby windows and the lights dimmed to near blackness.

“Hey, what gives!? Cover those doors! Turn these light back on!” Solo cried out in panic.

“What are you trying to pull, Nightfeather?” Kingpin bellowed.

All twelve ponies yelled over each other. Several of them took to flying around the room, looking for an exit.

“There’s no cause for alarm, Genlecolts.” Nightfeather assured them.

“I don’t like being cooped up like this.” Solo complained, “What’s that map doing there?”

Nightfeather had hit another switch that caused a wall to slide open to reveal a map of a city. The map was backlit and illuminated the entire room.

“This is a map of Coltlumbia,” Nightfeather explained, “the capital of the New Lunar Republic. Within this castle resides Princess Luna and her court. But long have these walls held another secret! For I have found the fabled source of all dreams: The Dream Tree!”

“Dream Tree?” said Mr. Midnight, “That’s just a myth!”

“I assure you it is quite real. If one enters the Dreamscape while in the sacred shrine within the castle, one will find the tree from which dreams flow like a fountain. If I were to be able to control that tree, I could manipulate the dreams of every pony in Equestria. They would dream about how great a ruler I could be and slowly but surely, I would surpass the Alicorns as ruler of all!”

The other ponies stood silent for a moment, but it was broken by Solo Venture, who could not contain the snickers that escaped him. “So what, you got a key to the Dreamscape or something?”

The ponies were once again beside themselves with fits of laughter. Nightfeather pleasantly smiled at the irony. “All in good time.”

Mr. Midnight called out, “There are thirty five thousand Lunar Guard troops protecting that castle!”

“Thirty six thousand,” correct Nightfeather, “all of them under my command.”

“But who's going to say ‘boo’ to the LIA, Nightfeather?” asked Solo, “And even if you are the Lunar Guard Captain, the Princess is not going to allow you to just enter the Dream Tree.”

Nightfeather flipped more switches on his control panel. The lights in the room came back on and the wooden floor beneath Solo Venture’s hooves suddenly moved. Solo jumped into flight as the floor gave way.

“Hey, who’s moving the floor? What is this, a merry-go-round?” asked Kingpin who was visibly even more nervous.

Something rose from the pit where the floor once was. A tall pointed spire appeared followed by the rest of what was a small model replica of Princess Luna’s castle and the surrounding facilities. The ponies all marveled at the detail of the model. Nightfeather circled the model and spoke with a rehearsed flair.

“Ponies have tamed the weather. Gone to the bottom of the ocean. They have replaced Chaos with Harmony. Banished demons. Achieved miracles in every attempt of equine endeavor. Except Crime!”

Donut Joe sat on his haunches in the center of his cell. He stared out the small, iron barred window at the Lunar Guard on the other side who, in turn, stared back at Joe. After several minutes of silence so awkward that even the cloud crickets were too nervous to chirp, Joe got up and approached the bars.

“Hey how’s it going?” he said to the guard in a cheerful manner. The guard did not speak, did not budge, did not blink. He did not acknowledge Joe’s presence in any way. “Don’t feel like talking, huh?”

Getting nowhere, Joe returned to pacing around the perimeter of the cell which did not take very long at all, and Joe found himself back at the iron bars.

“So how about that eternal night thing? Crazy, huh? No? Alright.”

Joe took another short lap around the cell, whistling as he did so.

“Oh come on. Seriously?” he said to the unmoving guard, “I can’t even use magic right now. It’s not like I’m going to disappear.Even if I do this…”

Joe put himself right up against the bars and ducked his head below the window where the guard could not see him. Several minutes passed and Joe did not reemerge. The Lunar Guard raised an eyebrow. After about another minute of watching what looked to be an empty cell, the guard finally called out.

“Hey, come back out where I can see you!” Nothing. He could not see the prisoner and he heard no sound coming from within the cell. “Did you hear me? I said let me see you.”

With still no response from the prisoner, the guard gave in to his growing nerves and approached the window so he could see the entire cell. To his surprise, the cell was completely empty. Jostled with fear, the Lunar Guard quickly opened the door and stood in shock in the middle of the cell.

“Hey. Up here.” whispered a voice.

The Guard looked up and saw the Unicorn with his hooves stretched out and pressed against the wooden beams on the ceiling to hold himself up. Before the guard could properly respond, Joe dropped from the ceiling and landed on the guard. The guard was knocked out cold. Joe stole his keys and left the cell, making sure to lock the guard inside.

Joe crawled through the tight spaces of the underground-- undercloud-- dungeon of the manor. The walls were lined with pipe work that mined water from the cloud and pumped it through the manor. Some of the piping was old and leaking which made the tunnels very humid and thick with moisture.

Beyond the sounds of Joe’s echoing hoofsteps, he heard another sound. He stood in silence and listened. Joe could hear a voice coming from above. Although he could not make out what it was saying, it was clearly the theatrical baritone of Nightfeather. Joe followed the sound down a hallway which led to a strange room filled with electronic factory works and other machines. In the center of the room was a platform with a piston that rose to the floor above. Joe looked up and saw a hollow husk that rose beyond the ceiling. He climbed up and stuck his head into the indentation. Within were a few holes that Joe could peek through. On the other side of the husk, he could clearly see Nightfeather addressing some ponies that he couldn't make out. More importantly, he could hear Nightfeather clearly.

“You’re wasting my time, Nightfeather!” said Solo Venture, “Luna’s Castle is impregnable! There is now way to enter the Dream Tree!”

Ngithfeather drew everypony’s attention back to the model of the castle. Nopony in the room noticed the emerald colored eye peering out through one of the tiny windows.

“I have my way! My plan is foalproof, Gentlecolts! I have dedicated my entire career to the success of Operation: Moonfall! Thanks to an organization that wishes to remain anonymous, I have been granted a machine that can rip the very fabric of reality, allowing me to enter the Dreamscape! As I said before, all I need to do is open the Dream Gate in the Sacred Shrine and I’ll find the tree. As for the LIA and the Lunar Guard that are less than loyal to me, your organization, Mr. Midnight, provided these canisters, which contain a powerful Zebra potion.”

“Zebra potion?” Kingpin asked.

“Yes! An invisible sleeping potion which disperses fifteen minutes after inducing complete unconsciousness for twenty four hours. At noon tomorrow, The Shadowbolts commanded by my lieutenant, Spitfire, will spray it into the atmosphere above Coltlumbia! After the guards, and the Princess, have been taken care of, my Lunar Guard, aided by a private task force which Mr. Kingpin has smuggled into the NLR. will enter the castle and make their way to the Sacred Chamber, which will be opened by force!”

“And how will you manage that?” Solo asked.

“You made that possible, Mr. Venture. By arranging through your considerable shipping channels, we were able to slip through customs a consignment labeled ‘machine parts.’ Just the thing needed to complete the weapon that will blow the door down! All that then will remain is to open the Dream Gate and enter the Dream Tree, which I will imprint my will upon!”

“I've heard enough, Nightfeather!” Solo Venture flapped in the air and crossed his hooves. “If you have no objections, I’ll take my money now.”

“What’s the matter, Solo? Too big for you to handle?” scoffed Mr. Midnight.

“Gentlecolts, we must respect Mr. Solo’s decision. Please excuse me for a few minutes while I take care of him. Make yourselves comfortable.”

Nightfeather gave Solo a friendly hoof and kindly escorted him out of the room, leaving the other ponies to discuss the scheme among themselves. Only very few of them could think of anything to say.

Joe could not believe what he had heard. His lips were dumbstruck at the insanity of it all. He looked frantically around the machine room and saw a notepad and pencil lying on one of the panels. Joe quickly took the pencil in his mouth and hastily wrote down ‘ATTACK ON COLTLUMBIA. NOON. SLEEPING GAS. !!!’

Joe ripped off the paper he wrote the note on and then removed the postage stamp sized Homer from his horseshoe. He wrapped the Homer in the note and stuck it in his pocket.

Joe was suddenly blindsided by a painful kick to the jaw. Joe sailed across the room and collided with some of the heavy machinery. Before Joe had a chance to stand up and see what hit him, a hoof wrapped around his neck and slammed him face first into the piston stand in the center of the room. Joe’s vision blurred red as his brain ringed with pain. The attacker threw him to the floor and pinned his limbs down with their body. When Joe’s vision returned, he found himself staring into a pair of fiery amber eyes.

Spitfire, in her Shadowbolts flight suit, was utilizing the full surface area of her body to keep Joe pinned down. Despite being unable to move, he found Spitfire’s weight to be strangely comfortable.

“Spitfire? Well who taught you judo?” he smirked at the red hot soldier.

“Don’t try anything funny.” Spitfire said with her drill sergeant voice, “We've got you surrounded.”

Joe turned his head to the side and saw several hooves clad in Lunar armor. “Yeah, alright.” he said.

Spitfire got off of Joe and held out a hoof for Joe to grab and lift himself up. When Joe got up, Spitfire gave his leg a painful twist and tossed him into the custody of the Lunar Guard.

“Take him away!” she ordered.

the guards bundled tightly against Joe and forced him along. As he was being prodded, he turned his head and looked back at Spitfire. “We must have a few falls together sometime.” he smirked. Spitfire gave him a heated glare.

“I've already told you. Drop the charm.”

Kingpin dabbed at his sweating forehead with his tie. Midnight was in the center of the room, staring at the model while scratching his chin. Nopony returned to their recreation, instead opting to sit around in an uncomfortable silence.

“What’s taking Nightfeather so long?” Kingpin squealed.

“I don’t know.” Mr. Midnight answered, “Something doesn't feel right.”

There was an unmistakable chill in the air. Mr. Midnight’s heart was beating rapidly. Nightfeather had been gone far longer than he should have. The windows were still barred and the door was locked.

Then, one of the lights on Nightfeather’s control panel came on. A metal panel slid from the wall and blocked the door leading out of the room and the fume hood above the fireplace lowered and blocked that off as well. Mr. Midnight heard a faint humming coming from the direction of a nearby chess table. He watched as the top of the table rose up from the rest of it. Out of the table rose two metal canisters, both of which read ‘Midnight, Inc.’

“No! Stop those canisters!” Midnight screamed at the top of his lungs. Midnight’s two lackeys obeyed the order and flew straight towards the chess table. A faint hissing sound filled the air and when the two Pegasi approached the canisters they coughed and gagged. Their wings faltered and they both collapsed on the floor. Midnight instinctively made the motion to run up to them but was stopped in his tracks by a fit of coughing. He collapsed to his knees and then passed out on the floor as well. The rest of the room started to panic. The Pegasi took to the air and flew around the room. They yelled and screamed for help at the top of their lungs.

Even Kingpin took to the air with his butterfly wings, his face absolutely drenched in sweat. He looked around as one by one the Pegasi fell to the floor. He continued to scream and panic. His mind clouded with fear, he clawed helplessly at the fume that covered the fireplace. He coughed as the gas filled his lungs. They were told the gas was a sleeping potion, but Kingpin wasn't feeling drowsy. His lungs were tightening up. He could feel his throat inflating. He couldn't breath. He gagged and choked and gasped for breath but no air could find its way into his body. The butterfly wings on his back sizzled and smoked. Kingpin held his hooves up to his throat as his eyes rolled back into his skull. Kingpin’s wings completely disintegrated and the wooden floor on which he stood took on the properties of what they were really made of. Kingpin’s lifeless body plummeted through the clouds.

Chapter 10: A Pressing Engagement

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Chapter 11: Business before Pleasure

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Chapter 12: Operation: Moonfall

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Chapter 13: We are the Nightmare

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Chapter 14: For the Last Time

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Sneak Peak of "Undercurrent"

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