Fleshpoundity: Element of Generosity

by VashTheStampede

Rating: mature
Tags: Main 6, Gore, Slice of Life, My Little Pony: Friendship is Magic, Comedy, Rarity, Random, Crossover
Length: 10080

Rarity is a Fleshpound.

A simple twist on Friendship is Magic - we take Rarity, and replace her with a Fleshpound from the game Killing Floor. Naturally, making the Element of Generosity into a nine-foot-tall murder-machine with flesh blenders for hands complicates some situations - and makes others a lot simpler.

A/N: Might need a bit more explanation on this one. So one night I was playing Killing Floor 2 with my music library on shuffle, and right as a Fleshpound decided to acquaint its drills with my rib cage, "Becoming Popular" came on. Rarity singing about being the kind of pony everypony should know accompanied my swift and brutal demise. This promptly gave me a really stupid idea. So what better to do than write it out? This story will be, much like the show, episodic in nature, covering primarily season premiers and finales, and a smattering of Rarity-heavy episodes in between. This story will update at irregular intervals.

Published 2015-05-16 00:20:02 UTC
Last updated 2015-08-29 00:02:20 UTC

S1E01+02: Fleshpound Is Magic

Twilight Sparkle groaned. Not because her mane was a mess, no, that didn’t bother her that much. What was bothering her was that nopony, not even Princess Celestia, was taking her seriously when she was trying to say the world was in grave danger. She huffed again. At least the Summer Sun Celebration preparations seemed to be going well, if Applejack’s food and Rainbow Dash’s skill with cloud-wrangling – even if she was lazy – were anything to go by. Up next was the decorations for the town hall, which, according to Twilight’s checklist (she did so love checklists), was being overseen by a mare named Rarity. Spike followed along obediently, a content smile on his face, equally from how tasty Applejack’s apples had been and how silly Twilight looked.

As she approached the door to the Town Hall, a massive, hatred-filled bellow erupted from within the building. The force of the cry actually stunned her for a moment, physically preventing her from moving forward for a few seconds. Shaking her head violently, she ran forward and burst into the Town Hall. What she found, nothing could have prepared her for.

What was in the Town Hall, was, in the simplest terms, well… not a pony. Spike’s well-being was completely shoved from her mind as she tried to comprehend the sight before her. The creature was bipedal and at least eight feet tall, probably closer to nine, easily three times Twilight’s own height. Jagged bits of metal crudely fashioned into something akin to a visor protruded from its face where its eyes should have been, covered in a dark, reddish-brown substance that could have just as easily been rust as dried blood. The beast’s skin was pale and ragged, sharp blades sticking out of its shoulders and back, almost as some sort of twisted measure of self-defense. The two most striking features about it, however, were its… they weren’t hooves, they weren’t even hands, Twilight had no words for what they really were. Two massive, spiked gauntlets that seemed like they could hardly have any purpose other than tearing flesh from bone. Perhaps most of note was the apparatus embedded in it’s chest – glowing bright red and hissing softly, the noise almost drowned out by the fell creature’s yelling. It seemed to be a pump of some sort, but exactly what it was doing was something Twilight didn’t want to waste time thinking about. The beast had a crate suspended in the air over its head on one of its… flesh blenders, most of what would presumably have been its fist buried inside. With a great yell and a mechanical shriek, the box exploded into shards of wood and fabric and assorted fragments of party favors. For a few moments, Twilight could only watch in awe as party favors and decorations flew around the room and landed perfectly where they would be expected to go – banners hung up on balconies, tablecloths perfectly centered on tables, it was almost like magic. Another roar brought her attention back to the creature before her. Whatever this thing was, it was clearly not friendly. It was beyond that, it was absolutely horrifying.

Her brain, choosing to operate independently of her body for a moment, flashed a single thought through her mind before she could move. We’re screwed, leg it! Twilight Sparkle screamed and turned for the door. In her terror, her magic failed her, and she found herself fiddling with the latch on the door with her hooves. Cursing their lack of dexterity, the unicorn looked back over her shoulder, seeing the hulking monster walking towards her, the pump on it’s chest glowing bright yellow now. Placing herself between the monster and Spike, Twilight closed her eyes and braced for the end. She put her hooves over her head even though she knew full well they would do little to stop the impending assault. I’m going to die I’m going to die I’m going to di-

“O… kay?” it growled at her. Well, it wasn’t exactly a growl, its voice was just so low in the first place that it was impossible for it to speak in anything but an incredibly bass growl. Twilight dared to peak an eye out from behind her hooves, still cowering at the door. It… appeared to be smiling, or at least the bits of exposed muscle moving behind what remained of the being’s lips seemed to indicate that.

“W-what?” Twilight’s voice faltered, uneven under the eyeless gaze.

“Are… okay?” it growled again.

Unable to form any sort of response, Twilight simply nodded. The creature made its smile facsimile once more and stood back up, before gesturing at its own chest.

“Ra… rity.”

“You’re Rarity?” Spike asked from underneath Twilight, confusion overriding any fear the unicorn would have expected to hear in his voice. “I thought you would be a pony.”

Rarity shook her head. “No. Not pony. Fleshpound.”

“What’s a Fleshpound?” Spike asked.

Rarity only shrugged and gestured to herself once again.

“Okay, well then,” Twilight laughed nervously, “It was nice to meet you, uh, Rarity, but it… well, it seems like you have everything under control as far as decorations go come on Spike let’s get out of here before it decides to kill us again.”

“Before she tries to kill us,” Spike corrected, “and I think if she wanted to she already would have.”

“She? What do you mean, Spike, that’s a monster!”

“She’s a lady!”

“… what.”

“Look at her, Twilight! She’s beautiful! Have you ever seen a prettier mare in your entire life?”

Twilight facehoofed. “Spike, for the life of me, I will never understand draconian beauty standards. Let’s get out of here though.”

“But… mane,” Rarity objected, waving a gauntlet in the general direction of Twilight’s frazzled mane, “Need… fix?”

“What? Oh, no, really, it’s fine,” Twilight tried to deflect the offer, laughing nervously again and grabbing for the door handle behind her.

“Not fine,” Rarity growled back.

“Come on, Twi, why not spend a little time getting to know her?”

“Al… right… I guess it couldn’t hurt,” Twilight mumbled out awkwardly. As, admittedly, terrified as she was, Spike had a point. Whatever a ‘Fleshpound’ was, Rarity clearly could have killed them both easily already. “I’m normally not a stickler for my mane, but this is a little absurd. Let’s… go, then.”

To say Twilight Sparkle was surprised that nopony else seemed to notice or care about the fact that a so-called Fleshpound walked among them, Rarity’s massive footsteps shaking the ground near Twilight as she trotted along in her shadow. Soon enough, the weirdness continued to escalate as the unicorn, dragon, and Fleshpound walked up to what appeared to be a clothing store.

“Welcome… Carousel Boutique… home and business,” Rarity gestured to the building with one gauntlet and herself with the other. “Make… dresses.”

“But how?” Twilight asked before she could stop herself, quickly bringing a hoof to her mouth.

Rarity looked down at her, remarkably aware of Twilight’s location for lacking eyes. She cocked her head to the side, thought for a moment, and shrugged. She gently tapped the door with one drill, and it swung open calmly. Scrunching down to fit inside, Rarity waddled in, then turned around and bent over to look back out the door. “Please… come.”

Twilight obeyed.

Within Carousel Boutique were dozens of dresses rivaling or outright exceeding the quality of the highest-end clothing stores in Canterlot.

“This is amazing,” Twilight breathed, “I’ve never seen so many beautiful dresses. You made all of these?”

Rarity nodded and grunted, moving to draw back some curtains, exposing a small pedestal surrounded by mirrors.

“Makover,” she growled, but her tone pitched up slightly. Twilight could almost call it excited.

“I don’t really think that’s necessary,” Twilight objected, but Rarity seemed to be having none of it.

An hour or so of whirlwind dress changes faster than should have been possible with the extremely non-dexterous gauntlet blender hands Rarity possessed, Twilight finally found herself back to normal.

“Well,” Twilight laughed, “That was a bit of fun. It was a great pleasure to meet you, miss Rarity, but there are some other things I need to take care of to make sure Ponyville is ready for the Summer Sun Celebration, so I really must go.”

“Nice… meat… you,” Rarity replied, waving a drill in the air as Twilight trotted away.

“The night… will last… FOREVER!” Nightmare Moon cried from the balcony, surveying the ponies in question before throwing her head back in an evil cackle. A roar interrupted her. “What is that?”

Rarity was bellowing in fury. The yellow glow on her chest changed to red, and the blenders on her hands spun up. Taking one, two, three giant steps forward, the massive impacts shaking the entire building, Rarity bent her legs and launched herself directly at Nightmare Moon. For just a moment, Twilight thought she saw genuine terror on the dark Alicorn’s face before the great dark blue horn began to glow and she dissipated into a cloud of starry smoke. Just in time, too, as one of Rarity’s massive drill-gauntlets rocketed through the area Nightmare Moon’s chest cavity had been previously occupying. Landing gracefully on the balcony, Rarity turned and looked at the smoke as it flew away, shouting in anger as it flew out of her reach. She stomped around for a few moments on the platform, then the red glow on her chest changed back to yellow.

“Sorry,” she growled down to the crowd, “Could… not reach… in time.”

“It’s fine Rares, you tried,” Applejack reassured her. “You’ll get her next time.”

Rarity jumped back down from the balcony, the wooden floor protesting loudly at the sudden, heavy impact. “Into… Everfree.”

“Of course!” Twilight yelled. Applejack, Rainbow Dash, Pinkie Pie, Fluttershy, and Rarity all looked at her in alarm. “Sorry,” she said quickly, “I just remember reading about an old castle that Princess Celestia used to live in that was abandoned many centuries ago, that was supposedly somewhere where the Everfree Forest now is.”

Applejack smiled at her. “Well alright, let’s go!”

Rarity smiled and nodded, and the other girls followed suit.

“You have to trust me, Twilight. Let go.”

Twilight hung at the end of a chain of ponies, dangling off the edge of an incredibly tall cliff. Applejack had her forehooves in her own, Pinkie Pie in turn held Applejack’s tail in her mouth, and Rarity had Pinkie’s tail clamped firmly between her feet, with one of her drills buried in the ground as an anchor. Fluttershy and Rainbow Dash, for their parts, were completely absent.

“I’m not letting go!”

“Twilight,” Applejack’s voice was stern, but comforting. “You will be fine. Let go.”

Twilight Sparkle swallowed heavily, and let go of the orange mare. She screamed as she fell – about ten feet, caught deftly in the waiting hooves of Rainbow Dash and Fluttershy. The two Pegasi lifted her up and back to safety at the top of the cliff as Rarity hauled the other two ponies up to steady ground.

“Well, that was exciting. I guess I could have just taken your word at first, Applejack,” Twilight offered, with an apologetic chuckle.

“Friend… safe… good,” Rarity growled. Twilight still found it a little unnerving that nopony else seemed at all uneasy around the beast, but given their nonchalance, she made her best effort to do the same. It wasn’t always particularly easy, especially when a Manticore, of all things, appeared.

Much like with most things, Rarity solved this issue by bellowing at it. It had roared to assert its dominance, and her newfound Fleshpound friend had put it in its place. For how dangerous and territorial Twilight had heard the creatures were, she had been shocked at how quickly it had turned tail and run. Then again, Twilight didn’t want to guess what one of those blenders would do to a living thing if they connected. Fluttershy had been quick to fly off to help comfort the beast, and, when chasing after her expecting to find a tattered body, they instead found her playing with it like an oversized kitten. Pinkie Pie had helped lead them through a terrifying forest, singing a catchy tune and laughing maniacally as Rarity exploded trees left and right. When they came upon a distraught sea serpent missing half of his beloved moustache, Rarity reached behind her and ripped one of the metal spines from her own back, releasing a rather significant amount of blood that didn’t seem to bother the hulking mare at all. A test of loyalty in which Rainbow Dash was offered the job of her dreams… that really nopony else participated in, that one was pretty much entirely Dash.

At long last, the group had made it to the abandoned castle in the Everfree. One punch from Rarity splintered the mighty wooden doors. A few minutes of banter and Twilight Sparkle utterly losing her mind over trying to find the sixth Element of Harmony, she had apparently figured something out. Soon, the ponies floating at about head-height with the behemoth Fleshpound, bearing new necklaces representing their cutie marks. A burst of rainbow light shot forth as Twilight called upon the Elements of Harmony and…

“It… it didn’t work,” Twilight gasped, out of breath from the exertion of the spell. “That should have worked… why didn’t it work?”

“No, look – she’s tired too!” Fluttershy said as loudly as Fluttershy might have said anything, “She’s weakened! Twilight, you can get her n-”

A primal roar of unbridled rage erupted from behind them. Turning, Twilight barely had enough time to roll out of the way as Rarity ripped past her in a full-on sprint. Nightmare Moon looked up, breaths shallow and ragged. That blast hadn’t killed her like she had been expecting, but it had left her winded and wounded, and absolutely not in the condition to get out of the way of the charging beast.

“No…” she whispered weakly.

The flesh blender connected with Nightmare Moon’s chest with enough force to lift her off her hooves. It tore through her enchanted armor like tissue paper, burying itself in the mare’s chest cavity with a sickeningly moist crack. Nightmare Moon coughed, blood flying from her mouth and splattering across Rarity’s face. For her part, Rarity didn’t seem to care at all. She brought her other gauntlet up, ripping into Nightmare Moon’s side. Blood flew across the room, and Twilight thought she saw a leg go flying before she looked away. Another bestial cry left Rarity’s tattered lips, and a wet smack rang out through the room. Twilight looked up, seeing Nightmare Moon’s mangled corpse lying on the cold, blood-spattered stone.

Rarity turned around and raised a drill to the sky, spinning it quickly to clean some of the viscera off. The red glow faded and the device on her chest regained it’s normal yellow color, and she shook her head as she turned back to her friends, golden pendant hanging triumphantly around her neck.

Behind her, a soft pop drew the attention of everyone in the room. A much smaller, lighter blue Alicorn stood in the eviscerated rib cage of Nightmare Moon, eyes wide and pupils small, looking utterly horrified. For a moment, Rarity began to charge again, only to be stopped by the sudden appearance of Princess Celestia.

“Well well, my little ponies – and large Fleshpound – I see you’ve met my sister, Princess Luna.”

“Your what?” five little ponies asked simultaneously. Rarity roared in shock.

This was going to be the start of a wonderful friendship, Twilight Sparkle could tell.

S1E08: Look Before You Pound

It was a nice day in Ponyville – for now. As Applejack had made her so keenly aware so many times, there was a ‘doozy of a downpour’ scheduled for this afternoon due to a missed shower the week prior. So here Rarity stood, helping her community in what little ways she could. Still, wholly breaking the loose branches down off the tree seemed so… wasteful. Instead, perhaps she could trim them down a little, make them less likely to fall. Reaching up carefully, Rarity slowly spun the tip of one of her drills, delicately shaving off small bundles of leaves. After several minutes’ work, she stepped back and admired the fruits of her labor.

“Well Rares, that's some mighty fine work ya done there,” Applejack said from below, walking up behind the giant, “but as I recall, the goal here was to get the loose branches off the trees, not to pretty them up. Ya can’t be so concerned with prettyfyin’ things all the time.”

Rarity groaned in dismay and frustration as Applejack produced a rope from seemingly nowhere, lassoing the branch and pulling it down from the tree. The gently shaped leaves fell apart, scattering in the growing wind.

“Looks like the storm’s about to start,” Applejack commented, glancing up at the sky. Rarity followed her friend’s gaze heavenward, the bright, shiny day that had been only moments before completely gone. A blanket of matte gray, roiling clouds covered the sky, a particularly rainy-looking lot.

“Don’t want to get rusty now, do ya? We should probably get inside before-”

With a thunderous crack that left her ears ringing and her body unsteady over her hooves, Applejack tumbled to the ground, vaguely aware that her very tall, very metal friend had just been struck by lightning. Shaking her head to try to clear her vision, she focused on Rarity – who was enraged and swinging her gigantic gauntlets at the sky in blind fury, bellowing against the rain as it began to fall.

“Rarity!” Applejack cried, trying to get her friend’s attention, “Rarity! Calm down! You’re okay!”

Rarity bellowed once more, making one final half-hearted swing, before her colors returned to yellow. She turned to Applejack. “Rust,” Rarity whimpered, or made her closest approximation of a whimper.

“I know, Rares. Come on, you can, uh,” Applejack looked around, “You can take cover under that table over there until I’m done over here, then I can get you home.”

Rarity gestured to the table, which sat only a couple feet off the ground, what remained of her lips and eyebrows twisting into an expression that might have read “Really? You think I can fit under that?”

“Okay, fine, that was a bad idea. Uh…” Applejack trailed off. The only thing tall enough nearby was a tree, but a giant, metal-covered Fleshpound was even less safe than the average pony under a tree in a lightning storm.

“Applejack! Rarity!”

Both ponies turned in the direction of the voice.

“Applejack! Rarity!” Twilight called from the door of her library, hoping to Celestia the blood trickling off Rarity was her own, “Come on, come inside!”

Wasting no time, and not eager to get struck by lightning again, Applejack and Rarity turned and ran towards the tree. Despite Rarity’s strides being nearly four times the length of Applejack’s, the orange earth pony took almost four steps to Rarity’s one, resulting in, surprisingly, ‘Pound and pony keeping remarkably even pace with one another. Rushing to the door, Rarity crouched and waddled in, followed by Applejack. Rarity dutifully checked her own feet for mud, making an annoyed swipe at her friend. Applejack hadn’t even bothered to check her hooves, much less wipe them clean.

“Rude,” Rarity growled, gently (roughly) rushing Applejack back out the door. “Hooves. Clean.”

Applejack grunted in annoyance, but obliged her behemoth of a friend.

“That storm seems pretty fierce,” Twilight said, turning away as an invitation for Rarity to come further inside, “You girls are both welcome to stay the night if you want. Oh! On second thought, please do! It’d be my very first slumber party!”

Rarity tensed up for a moment. Applejack had been getting a little on her nerves and she had been less than placating towards the orange mare, but who was she to deny her friend her first slumber party. Rarity remembered her own first fondly. A ‘Festival of Blood and Carnage’ her friends had called it afterwards. Begrudgingly, she nodded her consent to the idea.

“Oh wonderful!” Twilight exclaimed, turning around again and searching for a book on the shelves. “Slumber one-oh-one,” she read aloud, before levitating the book over for Rarity to inspect, “All I- err, you’ve ever wanted to know about slumber parties but were afraid to ask! It’s the perfect book to use for tonight! Oh Rarity, this is going to be wonderful! Thank you so much for agreeing to this!”

Rarity grunted and raised the remains of an eyebrow, but did not object.

“Alright, step one: Makeovers!”

Applejack returned from outside muttering, but with sparkling clean hooves, just in time to find Rarity gently applying some sort of green goop to Twilight’s face. The process was terrifically delicate, and Twilight Sparkle herself was remarkably relaxed for having large, bladed objects moving around her face, near her eyes.

“Oh, so it’s not okay for me to have mud on my hooves, but y’all can put it on your faces?” Applejack asked, more than one note of anger playing into her voice.

“Mud mask,” Rarity growled, “Rejuvenates skin.”

“Rares, y’all barely have skin.”

Rarity decided the best retort would be to cover Applejack’s own face with a mud mask. Scooping a little onto the tip of one of her blenders, she spun it quickly, flinging the goo across the room with such precision and force it connected perfectly with Applejack’s face and knocked the orange mare off her hooves.

“Okay that was just uncalled for,” Applejack muttered as she stood back up.

Rarity merely shrugged. Twilight stood up and trotted over to the podium, once again to consult the book. The mighty, all-knowing book of scheduled fun. Rarity groaned mentally, but instead took the moment to talk to Applejack.

“First slumber party,” Rarity said, motioning to Twilight, “Don’t ruin.”

“Only if you don’t,” Applejack retorted.

“Agreed.”

“Agreed,” Applejack echoed, spitting on her hoof and holding it out to make it official. Rarity looked at the saliva-covered hoof, then pointedly glanced a few times between Applejack and her hoof. The Fleshpound huffed and turned away.

“Alright, next up is… ghost stories! We’re supposed to tell stories about ghosts or other scary creatures,” Twilight explained, a flash of magic removing the mud masks from the three friends’ faces.

Rarity motioned to herself.

“Oh Rarity, don’t be so self-critical. You’re not scary! Not once I got to know you, at least,” Twilight said with a laugh.

“I’ll go first,” Applejack declared, “I’ve got a terrifyin’ story of a Fleshpound who annoyed everypony with her insistence on bein’ neat and girly all the time!” AJ accentuated her summary with an exaggerated eerie motion of her hooves and a mocking “ooooooOOOOooo.”

Rarity raised her flesh blenders and roared in response.

“Whoa okay there,” Twilight interrupted, “Sensing a little hostility here. I’ll start then,” she continued, magically flicking the lights off. “It was a dark and stormy night, just like this one, and two ponies and a Fleshpound were having a slumber party, just. Like. This one…”

“And just when the Fleshpound thought she was safe…” Twilight continued. Rarity and Applejack were actively quivering with fear now. “There, standing right behind her… just inches away was…”

Rarity tensed up, feeling the very beginnings of an adrenaline kick starting, but willing it back down. Lightning flashed, followed by an almost instantaneous clap of thunder.

“The Spooky Scrake!” Twilight yelled, magically producing a chainsaw from nowhere and revving it. Applejack screamed. Rarity also screamed, pulling the orange mare in front of her, fully prepared to use her dear friend as a meat-shield if necessary. Applejack was momentarily touched that Rarity had been so careful as to not impale her when she grabbed her, then realized she had been grabbed as a pony shield against a chainsaw.

“Excellent!” Twilight chirped, immediately dropping the Scrake guise, and flicking the lights on again. Rarity remained tense, Applejack held forward as a sacrifice to appease the spooky deity.

“Y’all can put me down now,” she hissed.

Rarity dropped her.

“Alright, next is… truth or dare?” Twilight questioned. Behind her, Applejack smirked.

“I dare Rarity to go outside and get struck by lightning again, seeing as she was so eager to put me in harms way for her own sake,” Applejack spit.

“I never,” Rarity growled.

“The rules say you have to, Rarity. Sorry. You can take it though, right?”

Rarity shrugged and walked back towards the door, and stepped outside. A few seconds later, incredibly loud thunder shook the entire treebrary. A positively dejected looking Fleshpound stepped back into the room after a moment, whimpering (or making her best attempt at it), tendrils of smoke curling up from the top of her head. Applejack guffawed.

“Dare you,” Rarity growled, true anger behind her words, not just her typical deep, rolling voice. Her forehead scrunched up as her eyebrows angled inwards. “To dress up. Nice. Frilly, froo-froo.”

Applejack gasped, but bit back her tongue’s sharp reply. She walked from the room, and returned wearing a dress so gaudy it would have made Rarity weep, if she still had tear ducts.

“Alright, Rares, you happy?”

“Yes,” Rarity said, a smug grin adorning her lips, pulling them back and revealing the bloodstained teeth in her mouth. Twilight was used to the sight by now and didn’t wince outwardly, but she still had to question how her friend seemed to be constantly bleeding from nearly every orifice on her body.

“Next is… something called a pillow fight?”

“Crude. Barbaric,” Rarity groaned in protest for a moment, seconds before a pillow impacted her face. Silence reigned in the room, Applejack smiling like a snake, and Twilight staring at Rarity as the gears turned in her head.

“Oh I get it, pillow fi-” the purple unicorn started to say.

Rarity thundered in fury, lights turning red with no warning. She hefted the pillow she’d been pegged with, still screaming, spun in a circle, and absolutely heaved it overhanded at Applejack. Even if she’d thought it necessary, Applejack would not have had time to dodge. The pillow connected with such force it lifted the earth mare off her feet and threw her into the wall. AJ winced as she fell to the floor, but stood with a vindictive smile and a wicked glint in her eye. For about half a second, at least, until Rarity pitched another pillow, once again momentarily pinning the orange pony to the wall. Applejack seemed a little less steady rising to her hooves this time, and Twilight intervened with magic. The pillows stopped in midair, and when Rarity realized they hadn’t connected, she scooped several up around her flesh mallets and made a flying leap at Applejack. She too found herself suspended in midair, flailing uselessly until her rage expired, and her lights faded to yellow.

“Feeling better?” Twilight asked her floating friend.

“Sorry. Got… upset,” Rarity grunted.

“Alright, girls, before this gets out of hoof again,” Twilight laughed nervously, “Why don’t we call it a night and get some sleep?”

“Seems like a fine idea,” Applejack wheezed, holding a hoof to her ribs.

“Agreed.”

“Muddy hooves…” Rarity grumbled, pointedly facing away from Applejack in their shared bed.

“Bloody… drills,” Applejack murmured in reply, taking the blanket in her teeth and pulling it more over her. In her defense, the blanket was too small for having somepony as huge as Rarity in it, and sleeping right next to the numerous jagged metal bits sticking out of Rarity was not AJ’s idea of a good time. Rarity sat up suddenly, stepping out of the bed.

“Messed up. Get out. Need to re-make,” she said, prodding Applejack with the pointy bit of one of her gauntlets. Applejack, rather liking her spine not severed, obliged, and rolled out of the way. Delicately, Rarity grabbed the corners of the sheets between her claw-like mallets and tucking them in neatly. Applejack, for all the years she had known Rarity, would never stop marveling at how the ‘Pound managed to perform such delicate tasks with perhaps the one appendage less precise than a hoof. The sheets suitably re-fitted to the mattress, Rarity gestured proudly.

“Well that’s fine work you done there, Rares. Welp, time to go back to bed-” Applejack made to get back in, but a swipe from Rarity took a few hairs from her mane, and the wind from her sails.

“Do it right,” Rarity said, carefully lifting the top of the sheets and somehow contorting her body underneath it without disturbing the rest of the bed.

“I have no idea how you did that, so I ain’t gonna try,” Applejack said, before cheering, “Geronimo!”

Despite outweighing the orange mare nearly five-to-one, Applejack somehow hit the bed with enough force to launch Rarity clean into the air, the Fleshpound landing heavily on her back. She roared in indignation.

“ENOUGH,” Twilight yelled from her bed, the little purple unicorn’s voice somehow overpowering the Fleshpound’s fury. “This was my first sleepover, and you girls are ruining it!”

“… I’m sorry, Twilight,” Applejack said quietly.

“Sorry,” Rarity grumbled.

“Ugh,” Twilight groaned, “It’s… okay, no, it’s not fine, but there’s not much we can do about it now. Let’s just get some sleep.”

Rarity and Applejack cringed and got back into the bed. Their attempts at sleep were short-lived, however, and soon enough, lightning struck close by. Too close, in fact. Twilight was out of bed in a flash, standing at the window. Applejack followed soon after, Rarity bringing up the rear.

“Well that’s not good,” Twilight tittered, the toasted treetop teetering terrifyingly.

“See this is why we needed to trim the trees down, not just make ‘em fancy,” Applejack admonished the friendly Fleshpound. “I’ll take care of this.”

Again producing a rope from seemingly nowhere, Applejack propped the window open and lassoed the tree, making ready to pull it over to keep it from falling onto the home of an unsuspecting townspony.

“Wait-” Rarity managed as she realized what this implied about where the tree was going to land. Before Applejack came to the same conclusion, however, the top third of a tree suddenly occupied Twilight’s bedroom.

“I’m pretty sure this isn’t what the book meant by camping,” Twilight complained.

Applejack rushed over and began attempting to remove the tree from the room, but to no avail. It was simply too big and too heavy for her to move by herself. Which meant…

“Rarity, I need your help!”

“What?”

“I said hustle over here and help me!” Applejack pleaded.

“Hmm…”

“I said I’m sorry! I can’t fix this on my own; I should have listened to you and-”

Rarity turned around, and something that resembled a smile graced her flayed lips. Without another word, the lights on her chest lit up red and the drills on her hands spun up and she plunged them deep into the fallen tree. Twilight cast a magical barrier between herself and Rarity, shielding Applejack and herself from the flying splinters as the tree exploded.

“What works? Teamwork!” Twilight joked, magically clearing up the smaller debris as Rarity calmed down again. Applejack trotted around, grabbing some of the larger chunks of wood with her teeth or rope, carefully tossing them out the window.

“Sorry again, Twilight,” Applejack offered, “I really didn’t mean t’ mess up your night like this.”

“Well, it wasn’t fine earlier, but I’d say we are now. I’m just glad you two could settle your differences, even if it took a small crisis to do it,” Twilight giggled, “I’m gonna get some sleep now, you two should probably do the same.”

“Goodnight,” Rarity groaned, and slipped carefully back into bed. A few moments later, Applejack slid in gently next to her, cuddling up against her large friend.

“G’night, Rares,” Applejack whispered.

Rarity responded with a gentle squeeze, and soon the two fell asleep.

S1E14: Fleshblended For Success

Rarity stood, bent over the dress, glaring at it, watching as the fabric grew and intertwined, forming itself into her latest creation, when a knock came at the door.

“Come,” Rarity grumbled, and the door opened. Into the room walked Twilight Sparkle and Applejack, smiling pleasantly. Rarity returned the gesture.

“Hello Rarity,” Twilight began, “I know it’s a little beneath what you normally do, and it is a little rude to just ask like this, but you are the best seamstress in town… do you think you could fix a button for me?”

“Of course,” Rarity growled, “Not… problem.”

“Thanks, Rarity,” the purple unicorn replied, levitating a worn-out looking frock towards the Fleshpound. Rarity took it gently in her blenders, setting it on a table to the side.

“Will fix later,” she growled, turning back to her newest creation in progress, “Come… tomorrow.”

“Will do, thanks again, Rarity. I really need this dress for the Grand Galloping Gal-” Twilight cut herself off as Rarity turned around suddenly. “Something wrong?”

Rarity looked over at the... honestly, it didn't even deserve the word 'dress.' It was more like a glorified tube. Sort of thing. She looked at this 'dress,' back to Twilight, back to the fabric masquerading as something it was not. She sighed, a deep, heavy, breathy expulsion of air, and the pumps on her chest turned red. She slammed a drill down into the table, splintering the weak wood into a million pieces and ripping the faux-frock to shreds. Twilight and Applejack jumped backwards, the orange mare actually yelping in surprise. Seeing Rarity rage was not uncommon. Seeing it this… suddenly was a bit less typical.

“NO!” Rarity cried, “MAKE NEW DRESS.”

“Al-alright!” Twilight stammered out, and the red glow faded to yellow.

“Applejack,” Rarity sought the attention of her other friend, and growled in thought for a moment. “Make you dress too. Can’t go to Gala in normal clothes.”

“No, Rares, it’s fine, you don’t need to-”

For a moment the pumps flared red again.

“Or you know you can do what you want, if’n it means that much to you,” Applejack said quickly. Rarity smiled, and turned back to her work. Applejack and Twilight started inching towards the door. They, like Rarity herself, were aware of the whole ‘respawning’ thing (after a particularly scarring incident involving a magician named Trixie), but it didn’t make being shredded any less unpleasant. Without warning, there was a thunderous crash, and a blue blur broke through the ceiling.

“Sorry Rarity!” Rainbow Dash apologized quickly as she stood up, the big Flespound staring over at her in an irritated manner.

“IDEA!” Rarity yelled suddenly, “MAKE DASH DRESS TOO!”

“Uh, what?” the three ponies asked in unison.

“AND FLUTTERSHY,” Rarity continued, picking up Rainbow Dash and swinging her around like a doll, “PINKIE TOO, MAKE ALL DRESSES, HAVE OWN FASHION SHOW!”

“What,” Rainbow Dash repeated, flatly. “Can you put me down now?”

Rarity grunted her acknowledgment and placed her friend on the ground before continuing. “Make dresses for all friends. Go to Gala together, look amazing. Have fashion show before to show how beautiful you all are,” the Fleshpound explained, before semi-quietly adding, “and as advertisement.”

“Well that seems like a fantastic idea but really I think we should be going isn’t that right Applejack and Rainbow Dash,” Twilight spoke frantically and without pause, eyes glued to Rarity’s massive, spiked gauntlets. She was getting used to being around the behemoth, but the Fleshpound’s temper could make her somewhat unpredictable, and Twilight would be a liar if she said it didn’t put a her a little on edge. Nodding their agreement, the earth mare and Pegasus followed their purple friend out the door and left Rarity alone to work on their new dresses, and hopefully not destroy too much else.

About a week had passed, and Rarity had summoned her friends to her house to see the fruits of her mysterious labor.

“New dresses!” Rarity bellowed proudly, making a sweeping gesture with one arm to indicate the newly-created outfits. “Swanky!”

Rarity’s friends stared blankly.

“AMAZING?” Rarity repeated her arm motion, thinking perhaps they hadn’t noticed the dresses. Her friends continued to stare blankly. “What?”

“They’re really… something,” Twilight laughed nervously, unsure of how to get the words out. The other Elements nodded and murmured their agreement.

“It’s… nice,” Fluttershy said quietly, ears flicking downward dejectedly.

“Not what… had in mind?” Rarity questioned, looking around her.

“It’s just… not quite as cool as I’d imagined,” Rainbow Dash explained.

Rarity gasped in shock, but caught herself. No, she had asked what was wrong, she could take the criticism. “Can fix,” she said slowly, in a tone Twilight almost would have described as… sad.

“Rarity, really it’s okay, you don’t have to-” Applejack began.

“Insist,” Rarity grumbled, turning and walking back to the dresses, “No time to fix. Come during week, we can work together,” she growled, “So you like them.”

“Well… thanks, Rarity, really,” Twilight answered, nodding, and the girls turned and filed out.

After they left, Rarity counted slowly to twenty, and groaned loudly. Bringing one drill up, she brought it down over her own head, cracking the skull and killing herself instantly. A moment later, with a soft pop that was rather dissonant with the brutal scene before her, Rarity reappeared in the room, standing over her own corpse. She shook her head as though that might clear the frustrated thoughts, and bent over, picking up her own headless body, and began to drag it outside to put it with the rest. Rarity had learned long ago (through a careless mistake that had a remarkably happy ending) that things she killed had a tendency to respawn, as it were, including herself. This gave her ample opportunity to vent her frustration on something that would suffer no lasting mental trauma for it – herself. Plus, her bodies made wonderful fertilizer for her flower garden. Fluttershy would have a heart attack if she ever found out why Rarity’s flowers grew in so nicely. Chuckling, or rather, rumbling, to herself, Rarity continued to drag the body out of the building and into her back yard.

A slightly frazzled-looking Rarity was hard at work on another dress when a soft knock came at the door. Must be Fluttershy, she thought to herself.

“Come,” Rarity growled. For her it was speaking quietly, but it was still well loud enough to carry through the door.

“Um,” Fluttershy began, as she often did, “hello, Rarity. I just wanted to see how the dress was coming,” the demure yellow mare explained, quietly trotting over to her friend's side. Though she barely reached half-way up Rarity's thigh, the size difference didn't bother her in the slightest. In fact, she often felt the safest and most secure when she was with Rarity, though perhaps the Fleshpound's imposing figure had something to do with that.

“Progress going well,” the Pound grunted. “Like improvements?”

Fluttershy did like it. Very much so. It was beautiful, it was just so... her. But there was one thing she thought was slightly off. “Well-”

The movement was subtle. Rarity didn't turn to Fluttershy, no, she didn't even look at her. She just shifted her shoulder ever so slightly, bending her elbow just a little, the tiniest hint of tension creeping into what could have been considered a relaxed stance. The rest of her body didn't even move. Most ponies wouldn't have even noticed it. Rarity might not have even done it consciously. But Fluttershy... Fluttershy noticed. And Fluttershy closed her mouth.

Rarity's chest resonated with a questioning humm as she realized Fluttershy seemed to not be finishing her sentence.

“It's nothing, really. I took some sewing classes for a while years ago, I just thought I noticed something funny with the stitching,” the pastel pegasus explained. It was true, that was exactly what she had been going to point out. What she said next was also true, and also likely to spare everpony involved some stress. “I'm sure you know more about it than I do, Rarity. Thank you for having me check up on it. I'll be going now,” Fluttershy finished, excusing herself quickly.

Rarity turned and watched her friend leave, then turned back to the dress before her, and resumed her work.

Rarity was glaring another dress into shape and humming a tune, occasionally growling out a word in time. “Croup... hip... thread... pressed... yard... stressed... art... DRESSSSSSSSS!" That last one came out a bit louder than intended, and she hoped whoever was knocking on the door wasn't going to make a point of it. "Come," she growled loudly.

"Hey Rarity!" Rainbow Dash greeted her as she entered the room, "I was just stopping by to see how my dress was coming along."

"Dash," Rarity responded happily, stepping away from her bench to indicate the dress she had been recently working on.

"Hmm," Rainbow Dash hummed quietly to herself, "I like it, but could you make it cooler?"

"Cooler?"

"Yeah, needs to be about... twenty percent cooler," Dash replied, not looking at her friend. After a few moments of silence, she looked up, only to find Rarity glaring daggers at her. "Or, you know, you're the expert," Rainbow Dash laughed nervously, "Why don't you just do what you think is best?"

“Know best,” Rarity agreed.

“Great!” Dash acknowledged with a forced smile and an exaggerated swing of her hoof. “Well I'll be off then.”

Rarity made a noise halfway between a grunt and a chuckle as Rainbow Dash bolted. She and her friends were all very close, yes, but it was amusing – and a bit satisfying for her ego, she had to admit – to see them fear her on occasion. Grunting a chuckle, she turned back to the dress.

About a week passed since Rarity had begun reworking the dresses. While she did think she'd done a perfectly fine job with her... first drafts, as she'd taken to calling them, nothing but the best for her friends. That is to say, she wanted to make sure they were all happy with their dresses, but at the same time she did have to make sure they were nice dresses. Rarity did have a reputation to maintain, after all. Each had come in turn to see her progress on the new dresses, and each of them had seen the light and accepted Rarity's ideas as superior.

Now, all the dresses were completed, and she was ready for the grand reveal. And the fashion show. That somehow an elite Canterlot fashion-pony had heard about and decided to attend. What Hoity Toity was even doing in Ponyville was beyond her, but this was certainly a moment that could either make or break her career.

So here she cowered, behind the fancy embroidered curtains that Pinkie Pie had produced from nowhere, hoping to Celestia Hoity would like what he saw. She couldn't help but jump slightly as a hoof made contact with her lower thigh.

“Come on Rares, there's nothing to be afraid of,” Applejack said with a reassuring pat and a flick of her head to indicate Rarity's other friends, “Look at us, look at our dresses. We are gorgeous, if'n ya don't mind me saying. We really shoulda just listened to you in the first place. Sorry for making you make two dresses for each of us.”

Rarity nodded, exhaling heavily, but quietly enough that it wouldn't be heard by the audience. Applejack was right, everyone did look absolutely beautiful. Rarity smiled, torn lips pulling at awkward, painful-looking angles, indicating her acceptance of the apology. Through the curtain, she heard the music pick up.

“Well girls,” Twilight whispered excitedly, “I guess we're on! Rainbow, you're up first!”

Rainbow Dash took a deep breath, nodded at Rarity, and took a step out onto the runway.

“Well... I think that went pretty well,” Fluttershy said quietly. The girls sat around the one table still in one piece, though a missing leg left it a little wobbly. Twilight was rubbing a napkin against Rainbow Dash's cheek, trying to get a smear of blood off of it.

“Yeah. I mean...” Dash muttered, head being pushed to the side as the intensity of Twilight's efforts, “Twi. Stop. I can wash it off later.”

“Sorry.”

“Anyways, I mean... it's not like he's gonna stay dead.”

“Fashion career will,” Rarity moaned. “Pathetic.”

“You're not pathetic, Rares,” Applejack said, once again bringing a hoof up to comfort her friend. She awkwardly retracted it again when she felt something warm and sticky on Rarity's forearm.

“Hey girls, no need to be so down!” Pinkie piped up after another few seconds of silence. “Mr. and Mrs. Cake made a whole batch of strawberry jam filled donuts today! They always let me take some of the leftovers at the end of the day and...”

Pinkie stopped, taking notice of the hollow gazes fixed on her.

“Maybe not tonight then.”

S1E16: Sonic Fleshboom

“Last one!” Twilight said with a triumphant sigh as she magicked the final book into place on the shelves and turned to look at her friends. ”Thank you so much for helping clean up these books, guys. It was a crazy weekend of studying!” Unfortunately, her attention – and concern – was very soon drawn out the window by the sound of a screaming Rainbow Dash.

Moments later the library exploded into a cloud of books and scrolls, completely ruining the delicate efforts of the three ponies and Fleshpound. Twilight found herself annoyed for a fraction of a second before remembering that Rarity's temper was on a hair trigger. After realizing that Rarity was not about to need a lullaby, Twilight turned her attention back to Rainbow, who seemed to be berating Fluttershy about something.

“What are you two arguing about?” Twilight asked.

“Ugh, nothing,” Rainbow replied, “It's just that the Best Young Flyer competition in Cloudsdale is coming up, and with you all grounded, the only friend I really have who can come to cheer me on is Fluttershy,” Dash said, with a small frown, “and her cheering... leaves something to be desired. If there was only some way you all could come. Especially you, Rarity, your voice carries for miles.”

“That, and Rainbow Dash is planning on doing a Sonic Rainboom!” Pinkie exclaimed before Rarity could respond, then turned to Rainbow. “You are gonna do a Sonic Rainboom, right?”

“Well, I'm going to try, but... practice hasn't been going so hot so far, but I'm sure I'll get it,” the cyan mare explained, with a hint of nervous laughter, before turning back to the window. “Sorry about the mess, Twi. I should go practice a little more. You too, Fluttershy.”

“Oh, right,” the demure pegasus said softly, “See you girls later, and wish Rainbow Dash luck,” she paused, waiting for Rainbow Dash to be out of earshot, “She's going to need it. Maybe if we could get Rarity to throw her...”

“Well,” Twilight said as she watched her friends fly away, “I guess we should get this cleaned up. Again. Ow!” Twilight yelped in pain as something rather sharp prodded her flank.

“Spell,” Rarity growled.

“What?”

“Find spell,” Rarity's voice reverberated, filling the room, “We go to Cloudsdale. Cheer on Dash,” she gestured with a drill out the window in the direction Rainbow had flown, “Nervous.”

“She did seem a bit uneasy,” Applejack admitted. “Think you could do it, Twi?”

“If the library were organized, it wouldn't take a second. But like this-” Twilight was cut off as a book landed in front of her.

“Page twenty-seven,” Pinkie Pie said.

Twilight eyed the pink pony, but obediently flipped the book to page twenty-seven. Sure enough, there was a flight spell, designed to... “Grant unicorns or earth ponies wings for three days,” Twilight read aloud. “It looks pretty difficult though, I'm not sure if I can do it once, let alone four times.”

“Try,” grumbled the Fleshpound, voice a bit more threatening than intended. Maybe.

“Alright,” Twilight muttered, “But who wants to be the test subject?”

“I,” Rarity answered, gesturing to herself, nicking her chest in the process, causing a small rivulet of blood to trickle down over her abs. She didn't seem to notice, or if she did, she didn't care.

“Uh, Rares, it said for ponies,” Applejack objected.

“No no, Rarity actually has a valid point,” Twilight said, perking up, “If it works on her then we know it'll work on us three as well. Alright, stand back everypony.”

Twilight stepped forward and bent her head down in concentration. Blue tendrils of light surrounded Rarity, and slowly, the Fleshpound was lifted from the floor. Rarity raised the remains of an eyebrow as she heard Twilight's grunting getting more intense, but did not verbally question it, for fear of breaking the mare's concentration. The glow intensified suddenly, and then a bright flash-

Rarity landed back on the floor with a heavy thud, light from the window behind her scattering colored spots around the room, like the sun through a stained-glass window. She flexed her shoulders, smiling as the lights danced around the room.

“I think it worked,” a woozy Twilight grinned, “but there isn't a snowball's chance on Celestia's flank of me being able to do that again. Let's see... if we can find... a different solution...” she trailed off, wobbled a couple times, and collapsed on a pile of books.

“The Sonic Rainboom is way more than rare, Fluttershy!”

“Ra-ra-rarity?” Fluttershy pointed a hoof over Rainbow Dash's shoulder. Turning around, Rainbow Dash's jaw dropped.

Floating in the sky was Rarity, that much Fluttershy had been right about. The nine-foot-tall, five-hundred-pound mare floated, dare Rainbow think it, gracefully in the air, two great gossamer wings extending from her shoulder blades. Translucent and colorful, they almost gave her the appearance of a butterfly. A giant, blood-stained butterfly who could murder a pony at the drop of a hat. Quite literally if the hat was nice enough.

“Wings!” Rarity roared happily.

“I... I can see that,” Dash answered unsteadily,

“Twilight made,” Rarity said, floating towards them. The rush of wind from the beats of her gargantuan wings blew Dash's mane back, and for a moment she found herself wondering if she should grab hold of Fluttershy to keep the meek mare from being completely blown away. “Could not leave... you alone... without cheers!”

“Well,” Rainbow managed, pausing, then regaining her composure. “Thanks for coming! I'm really glad you're here, Rarity. Where's everypony else, though?”

“Coming.”

As if on cue, a purple hot air balloon rose through the clouds, floating serenely – this one was definitely serene – and coming to a gentle rest on the firmer cloud-ground in front of Rainbow Dash. Pinkie Pie quickly mounted the railing to hop out, but Dash was still too boggled by the concept of Rarity flying to issue a warning to her friend. Thankfully, she didn't need to, as Pinkie landed softly on the clouds and stood right up. Applejack and Twilight were only seconds behind.

“Hey Rainbow! I found a spell that grants ponies temporary wings, but it was too hard for me to do more than once,” Twilight said happily, walking over and giving her still-awestruck friend a quick hug, “So instead we found one that lets ponies walk on clouds!”

“Uh huh,” Rainbow Dash answered, still staring at Rarity.

“So... you wanna show us around or something?” Applejack asked, kicking idly at the clouds, both intrigued and slightly unsettled by their springy quality.

“Right! Yeah, of course,” the pegasus shook her head to clear her mind, and tapped Fluttershy on the shoulder to bring her back to reality as well. “Come on, let's show our friends around!”

“Alright so because of the late entry we got two more contestants but only enough time for one. Either one of ya has to withdraw, or ya go at the same time,” the drab brown pegasus announced. Rainbow Dash swallowed heavily and looked to her left. Rarity looked utterly absurd, wearing enormous fake eyelashes, lipstick, some sort of feathery-looking skirt, and a feathered headdress. Where she'd even found those things in the preparation room was beyond Dash, but she really didn't care at this point. She didn't need the Sonic Rainboom to fly circles around Rarity, but Rarity certainly had a way with drawing attention to herself that Rainbow Dash wasn't sure she could match.

“Go together,” Rarity growled, looking at Rainbow and smiling. “Do best,” she added with a curt nod.

I still can't believe she had the nerve to join the Best Young Flyer competition against me, Dash muttered mentally, but returned the nod with a weak smile.

“Alright then, get out there,” answered the organizer, “We ain't got all day. In fact, we got about four minutes.”

Nodding, the pony and the 'Pound took to the sky, Rarity soaring up towards the open air at the top of the Cloudoseum, and Rainbow taking the low route through the obstacles.

As it turned out, Rainbow Dash was right. Pretty much every pony in the crowd had their eyes glued to Rarity. Much to the detriment of her own routine, Rainbow Dash had found her own eyes wandering towards the spectacle above her. How something so giant and so brutal could move through the air with such grace was beyond her. The fact that Rarity was loudly humming a discordant tune didn't make concentrating any easier. After fumbling her cloud column slalom, Rainbow flitted over to a small staging cloud and grit her teeth. She had to do something, but right now she really wasn't sure if a Sonic Rainboom was a possibility. Kicking off the cloud, she set back towards the slalom. Getting into a rhythm was always the best way to start something. Above her, her fleshrending friend was shouting something.

“Everyone!” Rarity bellowed from on high, a light sheen of sweat – or possibly her own blood – glimmering off her forehead, “Look! I! Am! RARITY!”

The force of the cry actually shook the entire Cloudoseum, toppling a pillar of cloud into Rainbow Dash's flight path. The cyan pony stopped just short of being crushed by it, but it meant her already questionable routine had gone completely out the window. Above her, Dash heard a shrieking roar of a laugh, and resigned herself to the fact that she had lost. No! Dash yelled mentally at herself, I have one more trick up my... metaphorical sleeve. It's the only thing that could possibly get me a win now-

Rarity hurtled past Rainbow Dash, seriously lacking in the wing department.

Or that could happen, she thought as she stared dumbly, eyes trailing downwards as one of her best friends plummeted to her death. God, she's all lit up. A trio of Wonderbolts flew past her at a steep dive, hoping to catch the falling mare before she hit the ground, and ideally without getting impaled on the various metal protrusions covering her body. I have to save her! registered at the front of Dash's mind, and without another moment of hesitation, she took off after them.

The Wonderbolts were fast, for sure, easily fast enough to catch the falling Fleshpound. Whether or not they were aware of the dangers of attempting to handle Rarity was another question entirely, one answered abruptly as Misty Fly made the first attempt to halt Rarity's rapid descent.

In her incoherent rage at her own impending demise, Rarity's chest pumps had turned a brilliant crimson, pumping the mare chock full of a lovely cocktail consisting largely of adrenaline. Somehow it worked out, though her falling and flailing and spinning of drills, Rarity actually incurred enough of a vacuum effect around her right gauntlet, sucking Misty in. Before the poor mare could react, a wing was gone, then her flight suit, then her ribs, then lots of her juicy inside-bits became outside-bits.

Spitfire and Soarin' had to dodge the sudden onslaught of fleshy mist that used to be one of their closest friends, suddenly questioning whether saving the falling creature was worth it, or even possible. In for a bit, Spitfire thought to herself, and dove underneath Rarity, narrowly avoiding the metal spikes on her back... for a moment at least. Rarity suddenly twisted, one of her iron spines catching Spitfire in the shoulder. Spitfire cried out in pain, the agonized sound loud enough to reach Soarin's ears even over the rush of wind.

Oh for- damn it, he thought, following Spitfire's path beneath the behemoth.

Spitfire's eyes went even wider with fear as she saw her friend coming for her. She tried to yell out, before a flailing blender caught her in the temple, excavating the majority of her head.

That just ain't fair flashed through Soarin's mind as the Fleshpound continued to rotate around in the air, far too late to avoid the incoming evisceration.

“I... I don't think I'm ever going to eat another cherry pie again,” Soarin' muttered as he popped back into existence up in the Cloudoseum, gagging at the memory of Spitfire's head being shredded in front of him. Misty was laying on the cloud next to him clutching at her wings and side, crying. Spitfire was standing stock-still, looking forward, unblinking. Soarin' guessed she thought she was still dead.

Far below, a cone of cloud was forming in front of Rainbow Dash. She wasn't even trying to do a Rainboom – perhaps that's why it was happening in the first place – all she wanted was to reach her friend before she hit the ground. Rainbow knew she'd never be able to stop Rarity's fall, not at this point, but perhaps she could slow her down enough that the fall wouldn't break every bone in the mare's body. No, that'll never work. Oh! I have... a terrible idea. Sorry Rarity, but this is gonna hurt a hell of a lot less than hitting the ground. Clenching her teeth, Dash pressed onward, inching ever closer to Rarity. A hoof made contact with Rarity's chest, and suddenly the pumps returned to yellow. Good, she understands, thought Rainbow Dash.

The cloud-cone broke.

A thunderous noise rippled through the sky as a radiant ring of blood and entrails exploded from the point of impact, raining gore on the landscape for miles around.

“Oh my gosh it's even more exciting than the Sonic Rainboom!” Pinkie exclaimed, gripping Twilight tightly and shaking the lavender unicorn, “It's a Sonic Fleshboom!”

“I'm more than a little concerned that that's a thing,” Twilight mumbled, eyes locked on the expanding crimson sky-tide, “but I'd be lying if I said that wasn't impressive.”

With no warning save from a telltale pop, Rarity appeared a few feet above the four mares. Thinking quickly, Twilight cast a cloud-walking spell on the Fleshpound, who landed squarely on her face.

“Rarity, are you okay?”

“Mmmmph,” she groaned, not lifting her face from the clouds.

“She's fine,” Applejack answered for her.

A flapping of wings called their attention forward, followed by the roar of cheering from the crowd. A viscera-soaked Rainbow Dash floated gently towards her friends, a disbelieving smile on her face.

“Remind me,” Dash paused and took a couple panting breaths, “to never ever do that again. It's gonna take weeks to get the blood out of my fur.”

“Yeah, sure, right after I remind you to go get your prize,” Twilight replied with a grin, pointing over Rainbow Dash's shoulder. Soarin' was the only Wonderbolt who had recovered from his untimely demise, and was nervously flapping towards Rainbow Dash, a medal hanging limply from one hoof.

“To Rainbow Dash,” he announced, voice magically amplified, “For... whatever that was... I present... the Best Young Flyer award, and an open invitation to spend a day with the Wonderbolts. I'm just gonna... go...” Soarin' trailed off as he tossed the medal lazily at Rainbow Dash. The mare caught it deftly, a broad smile spreading across her face for a few moments. Then the blood on her face dripped into her mouth sent her into a coughing fit.

“I told you these got more interesting since you left, Luna,” Celestia said with a smile, nudging her sister. Luna nodded weakly. For truly, she did not know what she had just seen, and a great part of her wished she could unsee it.