The Conversion Bureau: Sidelines

by Victor Frost

Rating: teen
Tags: Tragedy, Adventure, Alternate Universe, Sad, Romance
Length: 44817

A young professor starts a search for answers but gets an adventure he can never tell a soul about.

The pony race and humans have lived together in harmony for centuries. A peaceful race, the ponies never really felt the need for war or violence to solve world problems. Things always seemed a lot friendlier with the ponies involved. Only recently have ponies been integrating into the modern human society. Ponies have lived in isolated, calm lands for many generations, but with over-population becoming a risk for the equine communities, moving from Canterlot to Newark was a common occurrence in these times.

Through warfare and species-exclusive diseases, humans have begun a steady decline in population and general health. The ways humans have destroyed the world around them, through pollution, greed and unhealthy living conditions, have led the humans to realize the error of their ways, but it had been too late. Ponies, being a hardy, largely pacifistic folk, had slowly become the majority in world population (but only just so). It was becoming clear the time of the human was coming to a close. Soon, scientists of both human and pony worked together to create a formula to, in a sense, "ponify" a human, and hopefully keep society from collapsing. Their long term plan was to start a thriving, pony-centric world for generations to come.
In this interim period, humans were plagued with mass confusion and doubt as to what to do. Most humans understood the decline in the population, and would much prefer to be a pony. With a down-to-earth, carefree lifestyle, the possibility of flying or using magic to their advantage, and current human health problems a thing of the past, what could possibly go wrong? Some, however, are less trusting

Michael Frost is 28 year-old ex-physics instructor, inventor, and among the few humans who don't want to be ponified. But when his best friend tells him he's taking the plunge into ponydom, Michael decides it's time to dig deeper.

Published 1970-01-01 00:00:00 UTC
Last updated 2011-11-15 00:56:42 UTC

Link to Google Docs Folder

Hello prospective reader. When I began writing this story, I saved each chapter in a shared Google Docs folder.

If you wish to read it the way it was meant to be read, then follow this link.

https://docs.google.com/open?id=0B0h7Ehya6LQ1YmEzOTlhOGUtOTgyMS00NGI5LWI5NjgtNTg0ODQ4Y2E1ZjY4

Chapter 1

"You can't be serious! Why don't you just get ponified like everyone else?" Jack whined.

Michael paced across the floor of his basement lab. Various bins, electronic parts, and machines filled the shelves that lined all four walls. It was a proper mad scientist’s laboratory. "Look, when I said I was looking forward to the post-human singularity, I didn't mean this!"

"Why are you so suspicious?" Jack, Michael’s best friend since middle school, asked. "Life in Equestria sounds great! Why do you have to be such a humanist?"

He tightened a couple of screws in the casing of his newest invention, "Are you even hearing yourself? You're human too!"

"Not for long! I can't wait to get ponified."

Michael stopped his work, put down his newest toy, and looked at his friend, sitting there on one of the few stools scattered around the laboratory.

He sighed, "Jack, answer me this: Why are you ashamed of being human?"

Jack rolled his eyes, "Haven't you read the pamphlets?"

"Yes, I have."

"So you know how horrible humans have been in the past! How we are now!"

"Jack, Nothing in those pamphlets or the seminars or the TV specials is new information!"

"So why are you against it?"

Michael ran his hands through his brown hair and closed his eyes. He leaned back against his workbench in the center of the room, the edge of the table pressing against him just above the waist, creasing his white lab coat.

"Look, we know we've screwed up in the past, just look in any history book. And we know we're still pretty messed up as a species. We've killed each other over land and messed up the planet. But we’re TRYING to fix it and ourselves. Some of us anyway. We make ourselves better and survive. That's how we've been doing it for millennia and we're still here, aren't we? Despite the decline, we’re still here."

Jack hopped off the barstool and walked closer to his friend, "Michael, I heard from Irene yesterday. She's helping out over at that new Ponification Center."

Michael snapped to attention to what his friend had just said.

"Irene? Irene Irene?"

"Yeah, Irene. But she's going by a new name now, 'Shimmer Stardust'. Anyway, she says that Equestria is just like in the pamphlets. The weather, the beautiful scenery, how peaceful it all is... everything is just like it is on the box."

Michael squelched the bit of emotion that rose up with Jack's mentioning of Irene. Irene McAllister - "Shimmer Stardust" - was someone special to Michael. Nothing ever happened between the two, but he had always cared for her deeply. It was the saddest day in his life when he saw her walk through the doors into the ponification camp. He could have stayed and saw her afterwards, but he couldn't. He didn't want to have his memory of her beautiful cobalt blue eyes and her raven black hair replaced with... a pastel horse, for all he knew.

Michael turned and looked his friend square in the eyes.

"Let me ask you something: If everything is SO NICE in Equestria, why are they coming here? They have lush forests, green meadows, WEATHER CONTROL, and MAGIC. Fucking MAGIC! Why are they leaving their PARADISE to come HERE? To the rest of the planet we've so egregiously fucked up?"

"I don't know..."

"That's right. They never say that do they?" Michael started pacing again, "They come around to all the towns, with all the little lemmings practically BEGGING to be ponified. I mean, look at this headline from last month’s paper: ‘PONIFICATION CAMP OPENS; HUNDREDS FLOCK TO JOIN PONY SOCIETY’. Hundreds, Jack! And that was a month ago! Have you taken a walk lately? This town is slowly dwindling. But does anybody even know what they DO to people in there? All they ever tell us is that it's a combination of medical technology and magic. I've tried finding out what happens, but the only thing I've been able gather is that you drink this sort of... super anesthetic, fall asleep, and wake up as a pony! Humans go in, ponies come out, but nothing in between! A huge transformation like that? Overnight? And how do people keep their personalities? Their memories?"

"So you want to know how people get turned into ponies?"

Michael put his palm to his face, "Jack, you're thinking too small.  I don't want to know ‘how’; I want to know 'why'. Why are they doing this? Any of this? And why can't we get in to see this paradise for ourselves? Why do we have to become one of them first?"

"Well, there's a force field around all of Equestria." Jack answered.

Michael sat down and motioned for his friend to do the same, "Yes. Exactly. But, again, you are missing the real question. Why is there a force field around Equestria?"

"To keep humans from coming in before they become ponies."

"Alright," he said, "So what's the difference between us as ponies and us as humans?"

Jack cracked a smile, "No thumbs?"

"Ha ha, very funny," Michael retorted, smirking sarcastically. "But think it through: They say that we screwed up the world. That we were being greedy and selfish. But that's just human nature. So if they are letting us in as ponies, they have to be doing something to us that's making us not-human."

"Michael. They're turning people into ponies. I think you answered your own question."

"I don't mean human as in our species," He pointed at his own head, "I mean human as in up here, in our minds. They're changing us, Jack, but in more ways than one."

Michael thought back to Irene, "Irene, what did they do to you? Are you even the same person I knew only a year ago?"

He had to know what was going on in Equestria. What they were planning. What they did to Irene and all of the others. He was almost done with the preparations, so maybe it was time to get some answers.

Jack spoke, breaking Michael's introspection. "I don't like that look, Mike. What are you going to do?"

Michael sighed, "I can't tell you."

Jack was shocked. Michael usually reveled in telling him all about his "plans" and inventions. Why was this so different?

"What do you mean you can't tell me?"

"I can't tell you. You said yourself that you can't wait to become a pony. I don't know what they do to people in there!"

Jack could hardly believe his ears, "What are you saying?"

Michael put his head down on the surface of the workbench.

"I'm saying I can't trust you right now. What I'm planning is big, and if they find out, they might try and stop me. Hell, our own people might try and stop me."

"You mean the cops?"

Michael let out a sad laugh, "No, Jack. No, worse than that. Regular people. You've seen how things have been going for people like me; People who don't want to get ponified. It's not looking good. We're being turned into pariahs. They are saying we’re holding back humans as a species. Ironic, don’t you think? How do you think those people would react if they found out someone might be doing something that might put their dreams of becoming horses into jeopardy? Might as well hang me now..."

Jack was hurt.

"Look, how many of your secrets have you trusted me with? The time when we were little and you took apart your dad's car, but couldn't put it back together right? Who helped you make it look like it was stripped for parts? And when Mrs. Johansen's cat wandered into the field of that airsoft turret you were building in high school? Who helped you clean up that mess?" He put his hand on Michael's shoulder, "Buddy, I'm your best friend. You have to trust me."

Michael’s heart was breaking, "I'm... I'm sorry man. It's just... Not this time. I'm sorry."

Jack's voice turned to ice. "So that's it, huh? I'm going to become a pony and now you can't trust me anymore?"

Michael bolted up, "It's not like that!"

"Then what is it?! Huh?! You tell me!"

"It's not YOU I don't trust! It's THEM!"

"What? Just because you can't get a couple of answers you think you need to go become some big conspiracy theorist secret agent now?" Jack's tone softened, "Let me ask you something. Once I get ponified, are we still going to be friends?"

Michael's tone softened to match, "Yeah, of course. Don't be stupid."

Jack smiled, "Look man, you need to get past this. Are you sure you can't tell me what you're up to?"

"Yeah. For now."

"But you will tell me once you find out, right?"

This time Michael was the one smiling.

"Oh, I'll tell everyone."

Chapter 2

Jack climbed out of Michael's electric converted '88 Hilux and stepped onto the parking lot of the ponification camp. Michael stood in the flatbed of the old pickup and tossed him his suitcase.

"Look at how many cars there are!" Jack noted, looking around at the sea of parked sedans, trucks, and coupes. "There's gotta be at least a five or six hundred of them here. I didn't think so many people could fit in that building."

"They don't," Michael said, jumping off the flatbed with his own suitcase. The two began their trek to the building itself, a good football fields length away.

Michael continued, "People drive here to go get ponified but, once they're ponies, they can't drive human cars anymore. Some of them can even fly, so why would they want to? So, they just leave their cars here and go to Equestria. And what's the point of towing them away? No one is going to pick them up. Banks aren't calling in their loans anymore or repossessing them for the same reason."

Jack hadn’t realized any of this before.

"Wow... but then what happens to them?" he asked.

"That's the thing: Nothing happens to them. At some of the early ponification centers, you can find cars that were there since they opened. Some even brand new. It's actually a pretty big problem," Michael sighed, "or it would be, if anyone cared."

Jack stopped and looked at the hood of one of the cars and Michael immediately picked up on what he was looking at.

"Red X. That means the engine was salvaged."

"'Salvaged'? You mean people come here and take parts from these cars?"

"Why not? Society has decided to abandon these perfectly fine working machines. It'd be a crime to just let them sit here forever. Think of it as... recycling."

The two began walking again.

Jack cocked an eyebrow, "Have you ever 'recycled'?"

"You remember when the engine died on my Hilux?"

"...You didn’t."

Michael couldn't help but laugh, "Let's just say there's a Nissan 450z somewhere out there with a red X on its hood."

"So the world is going to Mad Max?"

"Hey, at least we don't have to wear pleather."

As they stepped through the automatic sliding doors of the ponification center, Michael noticed how much it looked and smelled like a hospital.

"Now remember," he told Jack under his breath, "You want me here with you through the whole process."

"Is this absolutely necessary?"

"This is a once in a lifetime chance for me to get some hard data. So, yes, absolutely."

They approached the front desk where a pink pony with matching poofy mane and tail sat. A little picture of balloons adorned her flank.

This was the first time Michael had seen a pony up close.

The little pink mare gave a great big smile "Hi there! Welcome to the Ponification Center! I'm Pinkie Pie!"

Michael jumped a bit, "How can such a loud voice come out of such a little thing..."

She continued, "Are both of you here to become ponies?"

Jack spoke up, "Um, no. Just me. My friend is just here..." he looked at Michael who gave him a look as if to say "c'mon, say it..."

He sighed, "because I'm scared."

"Awww! It's okay! You don't need to be scared! I've got a friend who's scared of EVERYTHING, but even she's not afraid of this place!" She turned her attention to Michael, "And you! You're so nice to be here for your friend! You two must be the bestest besty best buddies in the whole wide world!"

Michael put his arm around Jack's shoulder and plastered on a smile, "Yep! Like brothers!"

"Awww, that's great!" She stood up on her chair, put her hooves around the both of them in a hug, then sat back down. She looked at Michael, "So how come you don't wanna become a pony?"

"Oh, I've just got some things to deal with. Some loose ends to wrap up. That sort of thing. But I wanna stick with my friend here the whole way, start to finish."

"Oh of COURSE! I just need you to fill out some forms and we'll get you to your rooms." She pushed over two clipboards; one was for ponification, the other was a visitor's pass.

The two sat down in one of the rows of grey plastic and metal chairs. Michael's form was short, but Jack's was a monster. Michael looked it over. It asked about everything from medical history and diet to hobbies and skills, but not a line of legalese. No boiler plate, warnings, or liability waivers.

This bothered Michael; not in that it made him worry, but it was very strange.

He handed the forms back to Jack and got up, his own clipboard under his arm, "I'm gonna go take a look around. If they want to move you before I get back, stall them and call me."

Michael took out his 3DS-3, put in a custom memory cartridge made to look like a game, and put it back into his belt holster. The holster had holes in it for the two cameras on the handheld, as well as a hole for the ultrasonic range finder. When the system came out, the sensor was used to detect the distance between one DS and another for games like "Move!: Pong". It was largely a gimmick that never caught on, but now, along with the 3d cameras, it was serving to make an accurate map of the building as Michael moved around.

As he walked back to the triage center to hand in his form, he looked at all the other people sitting in the waiting area. There was no set demographic for the people waiting to get ponified. Some were old, some young, most were healthy looking, but many obviously weren't.

"All of these people... here to become ponies. Each of them has a story, a life they've started, and they're just giving it up. Giving up their humanity: Why?"

Michael put his clipboard on the counter and pushed it over to Pinkie Pie. She looked it over.

"Ooh, 'Michael Frost'. That's a cool name! Bet'cha must get pretty chilly!" She giggled at her own joke and even Michael chuckled a little bit. He had heard that one at least a dozen times, but she seemed so genuinely pleased with herself that he couldn't help but laugh.

"So, Pinkie Pie, can I ask you a question?"

"Sure!"

"The pictures on your flanks, they're called 'cutie marks', right?"

"Uh-huh!"

"Well, I read that, for ponies, they appear once you find your talent. But what about humans who go through ponification? Where does their cutie mark come from?"

She thought for a moment, "Well, gee, I don't know! But Twilight would know!"

"Who's Twilight?" Michael liked the name. It was his favorite time of day to break open a bottle of hard cider.

"Oh, you'll meet her reeeally soon! She's does the orientation seminar!"

"Great!" Michael said, keeping a smile.

Pinkie Pie gave him a lanyard with a laminated visitors pass attached to it and a red rubber nose. Michael held up the nose and gave her a quizzical look.

She motioned for him to come closer and whispered to him, "I know you're sad that your friend is becoming a pony without you, but if you're sad then he'll be sad, so don't be sad, be glad!"

Michael laughed, "Thanks, I am happy for him. But he's been my best friend since we were kids; we even went to college together. I'm gonna miss him." He realized then just how far down he had let his guard drop.

"Aw, don't worry, He's not going anywhere. Just because he'll be a pony on the outside doesn't mean he won't still be your best buddy on the inside. He'll still be your friend, only a leeeettle tiny itsy witsy bit different."

That was exactly what Michael was afraid of.

Chapter 3

"Okay! All of you please come with me!"

Michael looked up from the issue of "Equestria Weekly" he had picked up off the table to see a pastel orange unicorn mare, her purple mane set in a bun.

Michael and Jack got up and made their way over to her. The mare very quickly noticed Michael's visitor badge.

"Oh, you're here with someone?"

Jack raised his hand, "Uh, yeah. He's with me."

She levitated a pencil and clipboard in front of her, "Hmm... I'll see if I can arrange for the two of you to be in the same room then," she raised her voice again "Alright then! Let's go!"

As the group traveled the halls, the two hung back towards the end of the group as Michael tried to see through any open doors. The sensor in his DS could detect room boundaries and big objects within them, but it could only give him shapes: silhouettes, but no content. But the more Michael walked the more aware of how unlike his imagination the building was. With all the ponies around, he had expected the smell of livestock, but the aroma in the air was surprisingly pleasant. He couldn't quite put his finger on what it was, though.

They eventually arrived at a long corridor marked with room numbers. As the orange mare worked through the crowd of people, she eventually got to Jack and Michael.

"Jack Banner? You and Mr. Frost will be in room 206. There is a itinerary on the table in the room with the time for the orientation seminar as well as a map to the different parts of the camp. Please feel free to look around and make yourself comfortable. This will be your home for the next week." When she finished, she levitated the clipboard back into one of her saddlebags and began walking away.

"Um, wait a minute," Jack called to her, "Don't we need a room key or something?"

"Oh, no. But there is a door jam in the room should you want some privacy."

"Oh, alright..." Jack looked over to Michael, who just shrugged.

When they reached their room, Michael immediately jammed the door, opened his suitcase and set to work setting up his laptop and equipment.

"Jack, before you do anything else, let's run another round of tests, alright?"

"More tests?" Jack protested.

"You've been exposed to magic. I'd like to see if that has had any effect on the results."

Twice a day for the entire week before the two left for the ponification center, Michael had ran a gambit of tests on Jack. Mental cognition tests, psychological tests, memory tests, spatial and temporal reasoning tests; tests that were designed to probe every part of the mind so that Michael could establish a baseline to compare against when he ran the tests again after Jack was ponified. He had decided that 90% of physical tests out there were mostly useless: A new body would, presumably, require lots of practice before any meaningful results could be had and Michael didn't have that kind of time. The tests were completely automated and were over in a few minutes.

Jack picked up the itinerary from the table and looked it over, "Hey, we'd better get moving. The orientation starts in a few minutes."

Michael locked his laptop, "Yeah, alright. Let's go."

The room for the seminar wasn't too large; big enough to fit about thirty or so chairs with a single chair in the front for the speaker to sit and face the audience. It felt cozy, as if to create a feeling of intimacy between the speaker and the crowd. Michael and Jack grabbed seats in one of the middle rows and waited for it to begin.

At five o'clock on the dot, a purple unicorn pony trotted through the door and placed a stack of papers on the chair.

Michael leaned sideways towards Jack, "That must be Twilight."

Jack smirked, "Already know her name? I won't lie, she is cute."

"I like my women with two legs, thanks."

The crowd finally quieted down.

"Afternoon, everyone. I'm Twilight Sparkle, and I'll be talking to you all for the next 20 minutes. Now, I'm almost positive all of you are here because you want to become a pony. This is a fact. You don't come here because you don't want to be a pony, unless someone forced you at gunpoint, but that's a different story."

Michael mentally chuckled at her attempt at humor.

She continued, "I may not fully understand your reasoning behind your choice to become a pony, considering I was born one myself, but I can understand what we have been facing in the past few years. Humans such as yourselves have brought your world to shambles, all because of the selfish greed of big business, and the horrible health habits of the majority of the population."

Twilight produced a map of the world from her saddlebag and held it open, levitated in mid-air. She pointed at a small island just off the east coast, circled in red.

"Ponykind faces overpopulation, in ways that the tiny isle of Equestria simply can't keep together for long. That's why we moved into your towns and cities. I'm sure you all know about this already, but what you haven't heard is why we're doing this. Why you are here today, sitting in this cramped room with sweaty, tired people just waiting for me to stop talking."

Michael leaned forward. His DS had been recording since he left their room, but now he was acutely aware of it and repositioned it a bit to make sure the microphone would get whatever it was that Twilight was going to say next.

"Our plan is to ponify you, the sooner the better. Expect this to happen when you least expect it. You'll get used to our culture, our food, and our lack of thumbs. Trust me, it's easier than it looks. Because humans can't handle the magic radiating from Equestrian borders, becoming a pony is crucial to expanding the peaceful, friendly aura that surrounds Equestria every day of every month of every year. Thank you."

Michael's brain ground to a halt. "It's an invasion. They're taking advantage of our low numbers and invading."

Suddenly, the crowd broke out in applause. He couldn't believe what was happening. "Didn't you people hear what she just said? Weren't you paying attention? No matter how many of your ailments the process fixes, this isn't some benevolent act of altruism on their part, they are, literally, aiming to expand their kingdom!"

Michael wanted to shake the sanity back into every last one of them in there, but he couldn't. He had to stay calm. He had to stay inconspicuous. And he had to do the most painful thing imaginable to him at that moment; He had to clap. He clapped, knowing that he was applauding the willing fall of mankind, with every strand of DNA in his body screaming at him for cheering on this affront to millennia of survival instincts and natural selection.

And as he clapped, he did all he could to not see Jack, who was cheering and clapping as loud as anyone else in the room.

At that moment, there was a part of him that wished he didn't know. A part that longed for the ability to forget the horrible words he heard come out of that pony's mouth. Words that echoed through his mind like a call in a cavern.

"Our plan is to ponify you... Expect this to happen when you least expect it... Trust me..."

Chapter 4

It was hours after the orientation ended when Michael found himself sitting on a bench inside the ponification camp's arboretum. He stared down at the grass beneath him, his mind buzzing with a haze of muddled thoughts and emotions. And, although he didn't let it on, even to Jack, he was scared. It was one thing to have doubts and suspicions; it was something completely different to have every last one of them vindicated in only a few sentences. Twilight's words hung heavy on his mind like barbells.

Michael would have killed for a hard cider; anything to help calm his mind. Instead, all he had was the three bottles of regular sparkling cider he had packed in his suitcase. His focus shifted from the grass to the lip of the bottle as he dangled it between his index and middle fingers. He watched as the light amber liquid sloshed slowly around the inside of the bottle, softly fizzing as the individual tiny bubbles popped. Michael imagined the whole of human history taking place in one of those bubbles and then popping - removed from all of existence in a blink.

He thought back to the words of Carl Sagan,

"Consider again that dot. That's here. That's home. That's us. On it everyone you love, everyone you know, everyone you ever heard of, every human being who ever was, lived out their lives. The aggregate of our joy and suffering, thousands of confident religions, ideologies, and economic doctrines, every hunter and forager, every hero and coward, every creator and destroyer of civilization, every king and peasant, every young couple in love, every mother and father, hopeful child, inventor and explorer, every teacher of morals, every corrupt politician, every "superstar", every "supreme leader", every saint and sinner in the history of our species lived there - on a mote of dust suspended in a sunbeam."

Michael leaned back and stared up at the stars through the massive glass ceiling of the garden.

He laughed sardonically, "Betcha didn't see this coming, huh Carl?" Michael raised his bottle towards the sky; an offering to the ghost of a man who didn't believe in ghosts. He closed his eyes and took a drink.

"Um, pardon me. I don't mean to intrude, but who are you talking to?" said a soft female voice from somewhere in front of him. Michael didn't bother to open his eyes, enjoying a light breeze that played across his face.

"Oh, no one really. Just someone who I might have been friends with had we been alive at the same time."

"Why are you out here so late? It's rather dark..."

"I've...  I've got a lot on my mind right now. I just needed to decompress."

"Oh, I'm sorry. I'll leave you alone now." she said uncomfortably.

"No, no, It's alright. I could use the company," He blindly scooched over to one side of the bench and patted the open side, "Here, have a seat."

"All-alright..."

Michael felt weight added to the other side of the bench.

        "Wow, you must be very graceful, I didn't even hear your footsteps."

"Oh, I wouldn't say that..."

Michael smelled something, "I smell... lotus blossoms? Is that your perfume?"

"Oh, no... I was planting some lotus plants into the pond earlier. Some of the pollen must have gotten on me."

"So you take care of the garden here?"

A hint of excitement took over her voice, "Yes, and I also take care of all the little animals. They're so cute..."

Michael smiled, "That's nice. I'm glad I'm not the only one here who isn't getting ponified. Would you like some apple cider?"

"Oh, no! I couldn't. You keep it."

"No no, You've actually made me feel a bit better, so I insist." Michael turned towards the side of the bench, opened his eyes, and grabbed the second bottle of apple cider.

"Alright, here you..." he turned back towards the other side of the bench, holding out the bottle, "go."

It was a pony. A pegasus pony. A yellow pegasus pony with pink hair and blue eyes and she was sitting right next to him.

The pony reached out and somewhat awkwardly grabbed the bottle with two hooves, "Thank you."

"Uh, yeah, No problem." It never occurred to Michael that he could be talking to a pony.

She struggled a bit with the bottlecap, so he reached over and popped it open with his keychain bottle opener. She took a drink, "Mmm, thank you again, this is very good."

Michael took a drink from his own, "So you like apples?"

"I love apples. Actually, one of my friends runs an apple orchard in Ponyville, but she's here helping with the center, so her family is running it right now."

There was an awkward silence between the two of them. Michael looked away, having no idea what to say.

"So," the pony began, "What's your name?"

"Oh, I'm Michael. Michael Frost."

"I'm Fluttershy. You said you weren't getting ponified, so why are you here? I mean, if you don't mind..."

"For a friend. He's getting ponified so I'm here for support."

"Oh! That's nice of you."

There was more silence, but this time Michael broke it.

        He sat up and turned to face Fluttershy, "Can I ask you a question?"

"O-okay."

"What's it like? Flying, that is."

She looked surprised, "Oh, I don't know. I've never put any real thought into it."

Michael felt stupid, "I suppose not. I guess flying for you is like walking for me."

She looked away, "I'm sorry."

Michael shook his head, "Don't be. Humans can't fly without planes, so sometimes we romanticize it. The love of the unattainable, I suppose."

"Well, if you got ponified, you might become a pegasus pony."

"Well, maybe someday." A lie. Michael got up, grabbed his own head, and twisted it, cracking his neck. The cracks were loud and audible.

Fluttershy winced, "Doesn't that hurt?"

Michael smiled, "Some reactions are universal, I guess."

"No, actually it feels good. Though someday I'm probably going to turn too far and end up paralyzed or dead." He laughed, but the mortified look on her face made it clear that she did not get the joke. "Whoa, relax, I'm just kidding. A little dark humor is all."

Immediately, she looked noticeably relieved. Michael took that as his cue and picked up the last bottle of cider off the floor.

"Alright, well, thanks for the company."

He spied her empty bottle of cider.

"Hey, uh, You want another bottle?"

"Oh no! I couldn't."

"It's alright, I've got cases of the stuff back home. You’re more than welcome to it."

"Are you sure?"

"Don't worry about it," He set the bottle on the bench and began walking away, "See you around."

"Oh, alright. Goodbye."

As Michael walked through the deserted hallways to his and Jack's room, he hit upon a revelation.

        "Individually, ponies probably aren't bad people. But still, as a whole, they might be as selfish as we are." He chuckled to himself, "They're more like humans than they think."

Chapter 5

"Irene?" Michael called out into the black.

"I'm here, Michael... Come find me!"

Michael wanted to go to her, but he didn't dare step out of the safety of the light. Outside the light there was nothing but black and cups on the floor filled with a strange amorphous liquid. He didn't know what was in them, but only that it was dangerous to drain even one of them of their contents.

Suddenly, more lights began turning on, erasing the cups beneath them and creating a safe passageway, but not in the direction of Irene's voice. At the other end of the hallway of light was a metal door. Michael walked to it and reached for the handle.

"Don't open that door!" shouted Jack's voice.

Michael turned around to face the distant voices, "Why?"

"If you open that door, you'll never see us again." replied Jack.

"Never again." said Irene.

"I- I'll find you!" Michael shouted back into the abyss.

"Find us?" The two voices spoke in unison, "How? You don't even know what we look like."

"But you still sound the same!"

"Do we, Michael? Are you sure?"

Suddenly, the space filled with the sound of neighs and whinnies.

"NO! NO! Change back! Please, Change back! Please!"

Michael's eyes bolted open and darted around the room. It was still dark, but not the same darkness that woke him. He calmed himself, and sat up. The floor was hard, but the center had supplied him with enough blankets and pillows to make himself comfortable. They had offered him a room of his own, but he declined. It's not that he didn't want a nice, warm, comfortable bed to sleep on, but he was here for a reason and he wanted to make sure there was no monkey business when it came to Jack.

He grabbed his pocket watch from the chair he was using as a bedside table and pushed the release, letting the silver lid swing open. It was only quarter past five. This was the second night in a row since they arrived at the center that his nightmares had woken him up. And with the amount of adrenaline in his bloodstream, there was no way he'd be going back to sleep. Michael let out a sigh of submission and got up. He grabbed a change of clothes and his toiletry bag from his suitcase and meandered over to the shower room.

In the room, there were at least a dozen showers, each one its own private stall. As Michael moved towards one of the ones on the far side of the room, he bumped into something.

"Oof!"

Michael looked down and saw a brown pony with a tousled blonde mane sprawled across the floor. He helped the colt to his feet.

"Oh hey, sorry."

"You better be!"

"Whoa, take it easy."

"Well next time watch where you're going."

Michael had just about enough of this, "Dude, It's five in the morning, I just woke up, and you're all of three feet tall. Now, I already apologized to you; you think I can go take my shower now?"

The colt snorted and walked away. Michael shook his head and approached the shower stall and stripped down, putting his clothes in the top cabinet of the corresponding locker. The control knob for the water was both surprisingly and unsurprisingly, low to the ground. Like most shower knobs, it had only one position where the water was anything but either searing hot or pneumonia-inducingly cold.

After the shower, Michael dressed and inspected himself in the floor to ceiling mirror of the shower room. A decided break from his usual jeans and t-shirt, he straightened the collar of his red button-down shirt, tucked it into his black slacks, and put on the matching black suit jacket. It was a red letter day.

Today, he was finally going to meet Twilight Sparkle face to face.

Michael grabbed a bowl of oatmeal, an apple, and a white plastic spoon from the food counter in the cafeteria and placed them on his tray. It was day three of his stay at the ponification center. Jack's results had been consistent with the baseline so far, but he had insisted on continuing the testing. Despite that, Michael knew that there were only two tests that mattered now; just before ponification and just after.

Carrying his tray with him, he left the cafeteria and made his way to the garden. Michael had spent the day before asking people, ponies and humans alike, about Twilight. Using the word "people" cause a bit of cognitive dissonance within him. Despite his suspicions and his accustomedness to other animals, he had to recognize ponies as sentient beings and, thus, people. It took some getting used to, but Michael was a humanist not humanocentric.

He sat down on the bench and leaned back, waiting for his oatmeal to cool. Watching the purple glow of the sky as the sun peeked over the horizon, Michael reviewed his mental notes. From the information he gathered, she was the librarian in Ponyville and, despite her busy job as the center's administrator, old habits die hard and she would often be found in the library.

"So she likes reading; she’s probably an intellectual. Well, at least there's some common ground between us."

"Oh, hello again. I didn't expect to see anyone up this early."

It was the same pegasus pony from two nights before. Michael looked up and saw her hovering a good six or seven feet above him.

He smiled, "More an accident than intent." She floated down and sat on the bench next to him, "What about you? Why are you up at the crack of dawn?"

"Oh, I'm always up this early. Somepony has to put out food for all the little animals."

"Ah, I see," Michael picked up the fruit from his tray, "Apple?"

She thanked him and grabbed the apple with her mouth.

"You know, I was actually hoping to run into you." he said, eating a spoonful of oatmeal.

"Oh really?"

"Yeah, I wanted to ask you about another pony who works here. You might know her; Twilight Sparkle?"

Fluttershy beamed, "Twilight? Oh, yes, she's is one of my best friends from Ponyville!" she said excitedly in her usual quiet voice. Michael wondered why she always spoke as if a group of librarians hushed her half to death, making her unable to speak above a whisper from that day forth.

"That's nice. So, what, the two of you just decided to come out here to the center?"

"Oh, no! Princess Celestia asked her to run the Ponification Camp. The rest of us just came to help her."

"Rest of you?"

"Oh, yes. Applejack, Rarity, Pinkie Pie, Rainbow Dash, and me."

He ate a couple more spoons of his oatmeal as Fluttershy finished her apple, "So, tell me more about her. What is she like?"

"Oh, she’s very smart and brave and very, very, organized. She also loves to read; she was the librarian back in Ponyville."

Michael smiled; her story matched with his intel and what he had been told by Pinkie Pie the day before. However, this business about Princess Celestia was new.

"She must really know what's going on if she has a direct line to royalty."

He finished up his oatmeal and got up, tray in hand, "Thanks for your help, Fluttershy. I'll see you around."

Michael sighed, and looked at his watch: only ten o'clock. Time seemed to pass slowly in the library, but Michael busied himself in reading books about Equestria. Despite the long standing isolationism of the country, which had only changed within the last decade or so, it seemed that, culturally, ponies weren't much different from humans. Compulsory schooling, similar trades, crafts, and philosophical schools of thought; all those among the many things ponykind had in common with mankind. This made him wonder why, then, was Equestrian society so much more stable and, apparently, happier?

"Maybe it's just the amount of control that they have over their lives? They can communicate and reason with the other animals, they control the local weather, and Princess Celestia controls the movements of the sun."

He didn't give much credence to the last reason: There had been centuries of human scientific research to the contrary and, besides, there was a high possibility that it was a "Connecticut Yankee in King Arthur’s Court" type scenario, where a person knowledgeable in natural patterns can frame themselves as powerful beings.

"Or, it could be the opposite. It could be a lack of control that spurs them to be peaceful. Cutie marks eliminate worker surplus in any particular field, or a lack of high technology in the more base level fields, such as agriculture, makes it so they have to work together efficiently to survive." Michael wrote out his notes on his notepad.

"Interesting," commented a familiar voice. Michael raised his head to see Twilight, standing at the other side of the table, reading the spines of the books spread out in front of him. "You're certainly doing some heavy reading for someone who isn't being ponified."

"Well, it doesn't help that I tend to read more than one book at a time."

She laughed, "I have the same problem. I don't believe we've been properly introduced; I'm Twilight Sparkle. You must be Mr. Frost."

Michael got up and shook her hoof, then sat back down, "Michael is fine. Tell me, Ms. Sparkle, do you typically know the names of all the people in the camp?"

She took the seat across from him, "You can call me Twilight. We don't usually have a guest with us who won't be leaving as a pony."

Michael nodded slightly in concession, "Fair enough."

"So," Twilight asked, "What did you want to speak with me about?"

Michael smirked, "If memory serves, you were the one who approached me just now."

"That's true, but you have been asking quite a few questions since you got here and Fluttershy told me that you were asking about me this morning."

"Looks like someone's been doing her homework."

"Well, you did catch my attention."

"How so?"

"The other night, Fluttershy shared a bottle of Apple Cider with me. I liked it, so when I asked her where she got it, she said she got it from a man name Michael and that he wasn't getting ponified. As I said, this is quite out of the ordinary, so I looked into it. You seem to have created quite a rapport with her."

Michael gave her a confused look, "A rapport? We've only spoken twice."

"Well," Twilight said with an air of frustrated submission, "Fluttershy isn't what you'd call a very sociable pony. She's very nice, but it usually takes a while for her to open up with anyone. She did say something odd when I asked her about you, though."

"Oh, what's that?" he asked, curious.

She paused, "Well, she said you seemed like a wounded animal."

"That's weird."

"I tend to agree. You seem anything but wounded."

Michael got up and stretched, "I've been sitting for a while and I need to stretch my legs. Would mind walking and talking?"

"Not at all."

They left the library and began roaming the corridors.

"So, Michael, Tell me about yourself."

"Well, I'm 28 years old, and I was a grad student in the field of Applied Mechanics."

"Was?" Twilight asked.

"Well, during my graduate studies, I was teaching introductory physics at an undergraduate level."

"So you were a teacher?"

"Yeah, but as more and more people got ponified and industry collapsed, less and less people enrolled for college. Eventually I arrived at my lecture and no one was there. Even my advisor was gone, so I stopped pursuing my degree."

"But how do you live? Don't you need to work to make money?"

"Nah, At that point the university was so desperate for teachers that they were giving PhDs and tenure to anyone who could demonstrate that they knew enough about a field to teach it. So I get paid a decent living and just wait until they have a class for me to teach."

"That's horrible."

"Well, yeah, that's what happens people a given a free ticket out. They stop caring."

She stopped, "Is that why you want to stay human? Because you resent the people who stopped wanting to learn?"

"What? No. Hell no. People with the drive to learn will learn. People without the drive won't. I'm fine with that."

"Then why do you want to stay human?"

"Because I don't trust you."

"Tell you what,” he said,  “meet me in front of the ponification center in two hours, and I'll show you."

Chapter 6

    It didn't take as long as he had thought it would to take his Hilux home and drive the Evo back to the Ponification Camp. Michael leaned against the hood of his car. Even though he was the one who was early, he still didn't like having to wait. Parked right in front of the main doors, the engine of his classic red sports car was slowly ticking itself to sleep.

After about another half hour, the doors slid open and Twilight emerged, "This is what you wanted to show me? Your car?"

Michael flipped down his shades, "Means to an end, Twilight. Means to an end." He circled around the passenger side and opened the door for her, "C'mon, get in."

Twilight entered the car and sat down awkwardly in the hard bucket seat.

Michael set to work fastening the five-point safety harness, "Sorry if it's a bit awkward. These weren't exactly built with ponies in mind," he had her lean forward and put a pillow behind her, "How's that?"

She smiled, "Better, thanks."

Michael jogged around the car, got in, and fastened his harness.

Twilight looked around the inside and, although she had only been in a car a few times, this was so unlike any other that it seemed almost alien. There were three pedals instead of two, the back seats were gone, replaced with crossing pipes, there was a  strange lever sticking out from between the seats, and there were several gauges in the dashboard, instead of the usual two for speed and battery.

"This is the strangest car I've ever seen." she commented.

"Well, I guarantee you there isn't another like it in all of Jersey."

He put the key in the ignition and turned it. The engine started with a roar.

Twilight jumped, "Goodness! What in Equestria was that?"

"That," Michael said, pointing at the front of the car, "was a two litre, turbocharged, four cylinder engine putting out almost five-hundred and thirty... er, BHP."

"But it's so loud!"

"That's because all you've ever heard was electric cars. This is a Mitsubishi Lancer Evolution 12; Mitsubishi's last gasoline powered production car before the EPA put the kibosh on non-electrics. Their last stand in the name of tradition. It's nearly 20 years old. Anyways, let's get going."

Revving the engine, Michael dropped the clutch, and the car took off. As they cruised through the suburban neighborhoods, Twilight looked out the windows.

"You're an intelligent pony, Twilight," Michael said, "Tell me what you see."

"I see cars, trees, houses, a school..."

Michael rolled down the windows to let some air in, "Alright, now tell me what you don't see."

Twilight stared out the window, but turned back toward him.

"I don't understand. What do you mean 'what I don't see'? How am I supposed to tell you about something that isn't there?"

"An age old question," Michael said in his best "Wise old sensei” voice. "Okay, think of it like this: There's some cookie dough on the kitchen counter; it has a hole in it. You can smell freshly baked cookies and you can see a plate with crumbs on it. You can tell from the smell and the crumbs that there were cookies and they were eaten. But now you want to know what shape the cookies were. How would you find that out, presuming there was no one around to ask?"

Twilight thought for a few moments, "You look at the hole in the dough."

"Exactly. You look at the clues and infer the missing piece. Look at the clues, Twilight, and tell me what shape the cookie was."

Twilight stared out the window and looked intently. Michael smiled and remembered having to give the same analogy to one of his students.

Suddenly, she understood.

        "There are no people. Cars, homes, schools - everything for people, but there isn't anyone here. It's empty."

"Yes," Michael said somberly, "That's exactly right. Gold star."

Twilight instinctively smiled at the words "gold star", but then realized what it actually meant, "His whole world is falling apart..." She thought.

Michael sighed, "There's one more thing I'd like to show you. In the interest of time, I'm going to be driving a little fast. I realize it'll be difficult for you to hold onto anything, so just sit back in your seat, try to enjoy the ride, and let the harness do it's job."

"How fast can this thing possibly-"

Michael punched the throttle and Twilight was nailed into her seat as the car accelerated from 30 to 90 miles per hour in the span of a couple of seconds. As they moved from suburbia towards one of the nearby mountains, they began their way up the windy mountain roads. Although Michael had to slow down a bit, as they plowed through the turns, Twilight could feel the G forces. Finally, they arrived at a parking lot about mid-way up. Michael parked the car, got out, then helped Twilight out.

She was a little wobbly at first, but soon regained her balance.

She stared at the car in disbelief, "That car could give Rainbow Dash a run for her money."

Twilight looked around and saw Michael leaning on one of the guardrails. As she stood up on her hind legs and rested her two front legs on the railing, she could see that the parking lot actually overlooked most of Newark. She could even see the ocean in the far distance.

         "This is quite a lovely view, but what is it you wanted to show me?"

"Just take a look out there. Can you see it?"

Twilight stared at the city beneath them and remembered the car ride. The city of Newark was large, very large, and its suburban neighborhoods sprawled all around it.

"Roads, buildings, parks, but..."

         "No people." she said in a half whisper.

"Well," He answered in a similarly quiet tone, "Not 'no people', but certainly not 'a lot of people'. What once was full of life is now nearly barren."

He turned around to face her, "Twilight, You asked me earlier if I had any questions for you. Well, I do. What do you ponies gain by offering ponification? I have my theories, but I'd like to hear it straight from the horse's mouth, no pun intended."

"Nothing. We just want to help you humans and share this world."

This annoyed Michael, "Oh come on Twilight, don't act like this is some big act of altruism. Are you forgetting your own orientation speech? Equestria is overpopulated and you need to expand it's borders to handle the growth. And to do that you need to convert humans into ponies because, apparently, we can't handle the magic."

"So just because we have something to gain makes us the bad guys? Michael, are you part of the Human Liberation Front?"

He scoffed, "No way, those guys are a bunch of Nazi's. They want to move into equestria and stay human -  To have their cake and eat it too, so to speak. And I don't even care if ponies keep moving into cities, I'd just like it if humans could stick around and try and fix their own messes!"

"So why are we the bad guys?!" Twilight said, exasperated. She was having a real hard time figuring him out.

Michael was equally frustrated. He was a scientist, not a spy. He couldn't keep up lies while still telling the truth. He decided it was time to come clean.

Twilight's stomach growled; the loudest growl Michael had ever heard and his face showed it. He burst into a fit of laughter.

   She blushed, "I'm sorry, I didn't know what you were going to show me so I didn't eat lunch. And this arguing isn't helping either..."

Michael managed to regain his composure, "No, It's my fault. Look, I know this place with a great salad bar. Why don't we continue this discussion over some food."

He helped her back into the car and sat down behind the wheel.

"Complete non-sequiter, but how much have you read on human cultural history?" he asked her.

"Not very much, I'm afraid."

"Well then, since we have to drive back down anyway," Michael smiled knowingly, "let me introduce you to 'drifting'."

Twilight screamed as Michael peeled out of the parking lot and raced down the mountain side, "Why do I have a feeling I'm not going to like this!"

   Michael's barbecue bacon burger arrived at the booth only a little before Twilight returned from the salad bar, hovering a plate full of salad in front of her. As she lowered the plate onto the table, she noticed the steaming hot burger across from her.

"Is that meat?! Ugh, how can you even eat that?"

"Hey, see these?" he pointed at two slightly pointed teeth near the sides of his mouth, "Canines. That means I'm supposed to eat meat as part of my diet. All you've got are molars and incisors, perfect for plants and fruit, but useless for meats. 'swhy you're vegetarian."

"I still think it's disgusting."

"Well, I'd say 'don't knock it 'till you try it', but I'm pretty sure any amount of meat would give you serious indigestion. So just enjoy your salad and let me have my peace."

They each ate a little bit of their food before Michael broached the topic.

"So, I guess it's time for me to lay my cards out on the table."

Twilight cocked an eyebrow, "So you mean you haven't been completely forward and upfront?" Sarcasam dripped off the sentence with molasses-like thickness.

"Look, are you going to be snarky or are you going to hear me out?"

"Alright, I'm sorry. Please, continue."

Michael let out a sigh, "I- oh how do I say this, I came to the Conversion Bureau under false pretenses. Jack told me he was going to get ponified, so I forced him to let me come along so I could gather intel."

Twilight forked a cherry tomato into her mouth, "But why?"

"Because I didn't trust you. Everything I had heard about ponification either seemed too good to be true or created more questions than it answered. But, having finally met some ponies, like you and Fluttershy and Pinkie Pie, I understand that you're just like anyone else.

"So, do you trust us now?"

Michael took a drink of his soda, "Honestly, no, not completely. But, I don't think you're misleading us; not intentionally, anyway."

"What did you think was going on; some big anti-human conspiracy?" she asked sarcastically.

Michael took a bite of his burger, avoiding eye contact.

     She waited.

He ate some fries.

Twilight stared at him in disbelief, "Really?"

   He took another bite.

   "Oh I can't believe this..."

"Well what do you expect?" Michael answered, a little embarrassed, "Humanity, no longer the dominant species on the earth, is scrambling to pick up the pieces of the planet we broke. Then you guys come in and offer us a veritable paradise for free!" Michael put on his most condescending voice, "We get whisked away to a magical far away land where everything is peaceful and happy. We can forget about our worries and live out the rest of our lives as ponies, following our dreams and frolicking with cute little woodland creatures!"

Twilight crossed her legs over her chest, "Honestly, You make it sound like some sort of fairytale."

"Isn't it though? I mean, what you guys are basically offering is the chance to fix all the problems we caused, absolve us of any and all responsibility, and let us start anew. And all you want in return is to make the whole world just like the magical place you live in."

"But isn't that the most beneficial thing for all of us? You humans get a second chance and we solve our over-population problem. It's a win-win solution for everyone."

"Here's the thing, there haven't been many win-win endings in human history. And, in most of those, it was either later found out to be a win-lose situation or it involved a dominant party and a submissive one, so really it was 'win-well, here's the most we could hope for, let's be glad we got this much'. Past experience as a species is screaming at those who know their history to look for the rub; the advantage on the other side of the deal. On top of that, when I attended the orientation seminar, you nearly scared me out of my skin."

Twilight was shocked, "What do you mean I scared you? What did I say?"

"Oh, how about this little gem?" Michael pulled out his DS, rewinded the recording to the orientation seminar, and pushed play.

"Our plan is to ponify you, the sooner the better. Expect this to happen when you least expect it." Twilight heard her own voice coming from the small device.

Twilight protested, "That's taken completely out of context-"

"You'll get used to our culture, our food, and our lack of thumbs. Trust me, it's easier than it looks. Because humans can't handle the magic radiating from Equestrian borders, becoming a pony is crucial to expanding the peaceful, friendly aura that surrounds Equestria every day of every month of every year. Thank you."

   Twilight, both Twilights, stopped talking.

Michael grabbed a french fry, and used it to point at Twilight, "You know what that sounded like to me? Indoctrination followed by an invasion and a forced takeover of our land." He ate the fry.

"But that isn't what it was supposed to sound like at all."

"Well then I think we can both agree that your speech needs more than a little work. After I heard it, I was so overwhelmed I couldn't even think straight. I ended up grabbing a few bottles of apple cider and heading over to the garden to relax and try and wrap my head around the whole thing. That was when I met Fluttershy."

"I see..."

"And then," Michael let out a deep breath, "then there's the whole ponification thing..."

"What about ponification?"

"The whole thing, really. Human to Pony; overnight? I know it works. I've seen people go in as humans and come out as ponies. But, how does it even work? The most detailed answer I've gotten is that it's a combination of medical science and magic, but that's not exactly a chilton's guide." he munched on another fry, "I dunno, maybe you can shed some light on the subject. And, remember, I'm a scientist, so please don't spare any details."

Twilight liked giving details, "Gladly! When humans go in to get ponified, they drink a cup of a powerful general anesthetic."

"That much I knew."

"Ah, but what you probably didn't know was that the anesthetic also contains a genetic therapy serum that fits some of the human's genetic traits into a pony template."

"So why are their skin and hair colors different after ponification?"

Twilight sighed, "Well, nopony is perfect, so it was decided to make humans who are converted as varied as we are in order to prevent discrimination. Only their original eye color is kept."

"And what about whether they become unicorns or pegasi or regular ponies?"

"That's also based on the human's DNA, but that part is more complicated than I can grasp," she said, levitating a few baby carrots into her mouth.

Michael absorbed all the new information and thought about it as Twilight ate some more of her salad.

"Wait a minute," Michael said, hitting an epiphany, "Now, I'm not a doctor, but wouldn't gene therapy like that take months to complete? And wouldn't it necessitate decimating the human's immune system?"

"That's where magic comes into play. We use magic to eliminate any pain and to speed up the process dramatically. The actual conversion process only takes about fifteen minutes."

"But about the person's consciousness? You ponies may be intelligent but, physically, your brains are smaller than ours and the layout is different. How does the human's consciousness stay intact?"

"Magic."

Michael paused, waiting for further explanation.

"'Magic'? Just 'magic'?"

Twilight shrugged, "I can't give you a better explanation than that. There's no real scientific analog; none that I know of."

Michael sighed, "Alright, fine."

Now it was Twilight who waited for the other shoe to drop.

"That's it?" she asked.

"That's it."

Twilight smiled, genuinely pleased with how the discussion turned out, "So do you trust me now?"

        "All of your answers to my questions seemed reasonable enough, given the circumstances, so, yeah, I trust you." Michael shrugged, "Either way, I can't really confirm it one way or the other. So either you've been telling me the truth or you've been lying to me. At this point, I've just gotta take you at your word." Michael's face lit up, "Oh, I just thought of two more questions: One short, one long. Which one do you want first?"

"Short one."

"Alright, can you see color?"

"Yes, we can see color just as well as you can."

"Okay, here comes the long one. You ready?"

"Ready."

         "Okay," Michael cleared his throat, "It's pretty well known that ponies think humans are proud, greedy, mean creatures, but now that you've been here for more than a month, what do you think of us?"

Twilight thought for a while, hoof to chin.

"You're not all bad."

Michael put his hand over his chest and put on a pained expression, "Ouch, that hurts right here."

She rolled her eyes, "What I mean is that humans are generally nice people, but you have your faults."

"Who doesn't?"

Twilight smiled, "Exactly."

Chapter 7

Michael and Twilight got back to the ponification camp's parking lot late in the afternoon. He eyed the empty parking spaces wearily.

"Uh, Twilight, can I ask a favor of you?"

"Sure, Michael, what is it?"

"Well, I don't know if you know this or not, but not all of the cars in the parking lot here are... whole." There was nervousness all over Michael's voice.

"Oh, Yes, many Conversion Bureaus have that problem."

"Yeah, well, I really like this car, but so would a lot of other people. Is there any place behind the gate over there that I could park?" he asked.

Twilight rolled her eyes, "Of course. Though, the gate isn't automatic, so somepony would have to open it. Can I use your cell phone?"

Michael unlocked the smartphone and held it out for her. The phone glowed slightly as she levitated it out of his hand and dialed the camp.

"Hello, Pinkie Pie? It's me, Twilight. Is Rainbow Dash on patrol right now? Good, can you radio her and have her open the gate? Thank you... No, I didn't bring back any cake. Why would you... That doesn't even make any sense... What do you mean your tail is twitching?"

Suddenly, something crashed into the roof of the car leaving a small dent right above Michael's head. They opened their doors and jumped out. Michael looked to see what it was that hurt his rare, classic car. What he saw was a blue pegasus with a rainbow striped mane and tail slowly getting up, rubbing her head.

"Owww..."

Twilight, unable to see who was on the roof, recognized the voice, "Oh my goodness, Rainbow Dash! Are you alright?!"

"Yeah, I'm fine, but if I ever see that goose again I'm gonna kill it. Dumb thing crashed right into me and fought with me the whole way down."

Michael wanted to be concerned, but all he could see was the previously flawless dented roof and the no longer manufactured, scratched, red paint.

"My car..."

Rainbow looked around, "Oh, sorry about that." She hovered briefly, then landed next to Twilight.

Michael averted his eyes from the carnage that was the roof of his precious Lan Evo. He

slumped down against side of the car and became lost in thoughts about what it would take to get it back to the way it was.

Rainbow Dash looked quizzically at Michael, then at Twilight, "Uh... what's with your friend here?"

"His car is... very special to him."

Rainbow's walkie-talkie squealed, "Pinkie Pie to Rainbow Dash! Can you open the gate for Twilight?"

Twilight sighed as Rainbow radioed back, confirming.

Suddenly, the two of them heard a growl coming from Michael.

"GRRRRAH!!!!!!" He shot up, got in the car, revved the engine until it howled, and started doing doughnut after doughnut, leaving circles of tire marks on the asphalt.

"What is he doing?" Rainbow asked.

Twilight shrugged, "Probably some form of catharsis."

"Cathar-what now?"

"Blowing off steam."

"Oh."

By the time Michael stopped, the air was thick with smoke and the smell of burning rubber.

The two ponies gingerly approached driver's side of the car. Michael was just staring ahead, white-knuckle gripping the steering wheel.

"Uh... Are you alright in there?" Twilight asked.

Michael shut his eyes, sighed, then looked at her, smiling.

"I'm fine. Is the gate open?"

"Yes."

"Alright, Then I'll go park."

He turned the car around to face the open gate, and looked at Rainbow Dash, sizing her up.

        "'Best flyer in all of Equestria' my ass. Can't even dodge a bright red car."

As Michael drove off past the gate, Twilight had to hold Rainbow Dash by the tail to keep her from going after him.

"OOH Just give me five minutes with that guy! I'll show him!"

"Come on Rainbow, in all fairness, you did crash into his car. From what I understand, it’s very old and hard to find. What he said may have been mean, but I think it's understandable how he feels."

"Whatever. I've got more patrolling to do. I'm outta here."

Rainbow Dash took off, leaving a disappearing rainbow streak in her wake.

When Michael emerged from behind the gate, Twilight looked at him disapprovingly, "You know, that really wasn't necessary."

"Do you know how hard it was to find enough of that paint for the first time I fixed that thing up? I'll be lucky if I find even another ounce of it now."

"Michael, you know she didn't do it on purpose."

         He grunted.

Twilight remembered the dragon that almost smoked out Ponyville, "But the rainbow one kicked me..."

"Come to think of it," she thought, "The growling, the fiery red paint of his car, all the smoke he made..." she giggled internally.

"Fine, whatever." he said, wondering what she was smiling about. The two began walking towards the entrance of the center, "Hey Twilight, you know most of the ponies who work here right?"

They walked through the doors, "Yes, most of them."

"Do you know Irene?"

Twilight thought for a moment, "No, I don't think I know anypony named Irene..."

Michael corrected himself, "I mean, 'Shimmer Stardust'."

"Oh! Shimmer! Yes. Why, did you know her before..."

Michael finished her sentence, "before she was a pony, yes. Where does she usually work?"

"As far as I know, she usually helps out Rarity in the conversion rooms, but that's restricted access. I can get you in. Do you want to go see her?"

Michael hesitated and remembered his reason for not sticking around when she got ponified in the first place.

"Hey! Michael!" Pinkie Pie appeared out of nowhere, startling the two of them.

"Pinkie Pie! You need to stop sneaking up on people!" Twilight admonished her.

"I'm sorry, but I heard you guys talking about Shimmer so I remembered about how the first few months Shimmer was here she kept talking about a guy named Michael and how cool and nice and sweet and awesome he was and then I was like," Pinkie Pie gasped, "‘cause I remembered that YOUR name was Michael so then I was like," she gasped again, "'you two must totally know each other! So then I was like,"

This time, when Pinkie went to gasp, Twilight covered her mouth with her hoof.

Michael smiled, "She talked about me, Even after I didn't stay," he thought.

"Yeah, sure. Lead the way."

Chapter 8

-----Two Weeks Earlier-----

         The telephone rang just as Jack had walked through the front door. Setting down his messenger bag on the dining room table, he walked over to the handset hanging on the wall and picked it up.

"Hello?"

"Jack?"

The female voice on the other ended sounded familiar, but he couldn't place it.

"Who's this?"

"Jack, it's me. Shimmer Stardust- I mean, Irene."

Jack was shocked, "Irene? Jesus, how are you? How's life in Equestria?"

"I'm fine jack, and life's great. I got a job in a boutique within a couple of weeks after I got ponified. It's so wonderful, Jack. You have no idea how great life is there," She said, her smile practically bursting through the phone.

Jack smiled, "That's great. So where are you? I thought service wasn't so good in Equestria."

"I'm back in Newark. The pony who owns the boutique where I work came to work at the ponification center that just opened up here. We work well together, so she asked me to come with her. Have you heard about it?"

"Yeah. Actually, I was planning on coming over there and getting ponified soon."

"Wow, You should. It's so much easier being a pony: Life is wonderful, everyone is so nice, and you can just do what you love all day. How about Michael? How is he? Has he gotten ponified yet? I tried calling his place, but the number was disconnected."

Jack paused, "Um, Irene, listen..."

"What is it?"

The day Irene got ponified, initially, both Michael and Jack were waiting outside the ponification camp for her to come out. In the end, Michael had said something about him not being able to stay. Jack knew why; anyone who knew Michael and Irene would know why, except Irene. When she finally came out, Jack made up a story about Michael's lab catching on fire. It happened often enough that she didn't question it.

After that, Michael disappeared for a couple of weeks. But, by the time he came back, Irene had already left for Equestria.

Jack answered her, "Look, Irene, Michael is fine, but he... he isn't the same guy he was a year ago. He's changed. A lot."

Irene became flippant, "What are you talking about, Jack? I've known Michael since the start of college and he was the same happy, quirky, funny guy the whole way 'till the last time I saw him. I know it's been a year, but he couldn't have changed that much."

There were some loud noises in the background, "Look, I've gotta go. You tell Michael I called, alright?"

"Yeah, okay. Bye."

"Bye!"

Jack hung up the receiver. Irene was wrong. Michael HAD changed. Before Irene was ponified, Michael was always the person to turn to for a good joke or just to see a friendly face. He was always filled with such life; such energy. After he returned from his disappearance, though, it was like something had ripped that spark from right out of him. He still made jokes and smiled, but something about it was hollow, like the only reason he did it was because he didn't know how to act any other way.

Michael stopped going to clubs with Jack and the rest of his friends and, instead, only went to this one mellow bar called "Eden Hall". Besides the bar, he spent all of his time at the university. But when the university stopped giving him classes to teach, he spent all his time either in his home laboratory, working on his cars, or driving.

After nearly eight months of this, Jack had finally had enough and made Michael snap out of it. Since then, he had gotten better; some of the old spark was back, but it was still nowhere near what it was before. In retrospect, Jack hadn't realized just how much of an effect Irene had on Michael.

-----Present Day-----

  With a bit of magic, Twilight nimbly entered the pass-code into the keypad beside the entrance of the actual ponification area. The translucent plexiglass door, wide enough to move two gurneys through at once, slid into the wall with a satisfying whoosh.

"This way," she said, walking through the doorway.

Michael followed and immediately felt a sense of uneasiness. Though, intellectually, he was past his suspicions of the ponification center, in the deeper recesses of his mind, there came a dull nagging feeling; the old prejudices he had held with him for more than a year refusing to just disappear.

He pushed away those old thoughts and continued down the white corridor, looking at the each door.

Michael looked ahead and saw a white unicorn with a purple mane moving towards them. She was wearing a pair of red rimmed glasses.

"Ponies need glasses?" he thought.

Twilight called out to her, "Oh, Rarity, just the pony I was looking for!"

"And I you, Twilight. Honestly, is there nothing we can do about this white paint? Absolutely everything is white! It's just so... so, sterile! This is my department so I should hope I have some say in these matters."

  Twilight sighed, "Alright, I'll look into it, but that's not why I'm here. This gentleman here would like to see Shimmer."

Rarity sized him up, then gasped, "Oh my goodness! You're Michael, aren't you? You look much better without that hideous lab coat and goggles ensemble."

Michael was stunned, "I'm sorry, what?"

"Oh don't worry, it wasn't so bad. Actually, I rather liked the black gloves." Rarity began pushing him further down the hall, "It's alright, Twilight, I'll take it from here."

Michael looked over his shoulder at Twilight, wearing a look as if to say "what's going on?"

Twilight just shrugged and turned around, heading back towards the sliding doors.

Michael looked down at Rarity, "Alright, alright, I'm moving," the unicorn began walking at his side. "So, how exactly do you know me?"

"Oh, we've never actually met, but Shimmer has told me all about you."

"She has?"

"Oh, darling, of course! Why, while we were working in my boutique, anytime I would give her a magic lesson, she would always say 'how fascinating' you would find it or 'how interesting' you would think life in Ponyville would be. Oh and how excited she was when she learned there would be a Conversion Bureau here in Newark! You two must have been quite the couple."

"Well, actually, we were just friends."

        She gave him a devilish grin, "Oh, darling, don't be so modest. Nopony talks about friends like she talked about you."

"No, really, we were-"

"Shimmer! You have a visitor!" Rarity called down the hall in a sing-song tone.

A white pony began backing through a doorway, "If it's Carol again tell her that, for the last time, I can't change her into a pegasus! Either she gets it or she-"

It was Irene. The same voice, the same crystal blue eyes, the same raven black hair in the same ponytail and bangs. Unicorn or not, there was no mistaking her.

"Irene?"

Michael didn't mean to say it like he did. As softly as he did. As desperately as he did. But it just emerged on his breath, like his heart was speaking again for the first time in too long; out of practice, but crying out.

She turned her head toward the sound of a name and a voice nearly forgotten.

"Michael?"

He had changed. He looked so much older now; so much more worn and tired. It was him, but not the same him that she kept propped up against her bedroom mirror. The him that was just fresh from the laboratory supply store, wearing a crisp new lab coat, gloves, and goggles, grinning like a child with a new toy. He wasn't smiling now. She had never seen him not smiling and now she was seeing him on the edge of tears. Not tears of sadness, but tears of a man laying eyes on a single glass of water after years of wandering a desert.

She smiled and approached him. Michael wrapped Irene in an embrace.

"How are you, Michael?"

He loved the sound of his name on her voice. It was like an elixir; restoring him to the man he was so long ago. He composed himself and let go, but stayed at eye level with her, kneeling.

        "I'm fine, and you?"

"Wonderful."

Rarity took her cue, "Well, I believe the two of you have some catching up to do. Shimmer, you're taking the rest of the day off."

Irene turned to her, "Thanks Rarity."

Chapter 9

    On one of the arboretum's knolls, Michael and Irene sat on the grass beneath one of the many apple trees. They sat there, up against its mighty trunk, almost leaning on each other as much as they were leaning on the tree.

During the whole walk from the ponification area to the gardens, the two hadn't said a word more to each other.

Michael looked at Irene. He saw a pony and he didn't know why that didn't bother him. She looked up at him and smiled.

        "Michael?"

His mind was drifting, caught in her scent as much as the scent of the apple blossoms.

         "Hm?"

"You haven't said a word."

"I haven't?"

"No."

Michael thought, or tried to think anyway.

        "I'm sorry," he said, "but, I don’t know..."

Irene giggled a little, "Michael Frost doesn't know something? The world really must be coming to an end."

He stared at her, his face a total blank. Then he started laughing; small at first, but it quickly grew into a loud, side splitting laugh. Soon he was on his back, clutching his ribs.

"What's so funny?" Irene asked.

Michael slowly stopped laughing and lied back on the grass, staring up at the blue sky through the canopy of the apple tree. She lied down next to him. He let out a deep sigh.

        "I'm not sure; I really just don't know. I-" he shifted onto his side to face her, "I mean, I've been here three days. I've seen ponies walking around, talking. But it... it's different, I mean, you're exactly the same."

"What were you expecting?"

He fumbled around for words, "I dunno... but I'm just so happy you're... You. That you're still so..."

"Beautiful, caring, kind, wonderful..." Michael didn't know why he didn't just say those words out loud instead of screaming them in his mind.

Irene laughed, "You should have seen me just after I got ponified! I was stumbling around, bumping into everything...”

Michael sat up and turned away from her, his face buried in his palm, "Irene, I'm so sorry."

She straightened up to match him, "Sorry for what?"

"For not being there for you."

"Oh, it's alright. You did the right thing going to take care of that fire."

A knot formed in his stomach.

"There... there was no fire."

Irene was taken aback at first, but then she realized what must have really happened. She smiled and put her hoof on his shoulder.

        "Michael, it's alright. I... I understand."

She didn't. Even if she had figured out what actually happened, she could never know the reason, his reason, why. To her, it was a common case of just not being prepared to handle the massive physical change of a friend; she had seen it more than a few times. But to Michael, it was so much more than that. He wasn't just losing a friend: he was losing the love that he never realized he had until it became missing from his life.

"But now it's too late. It's over. There's no way I could become a pony, and..."

         For once, Michael thought with his heart, instead of his mind. Even if there was a way, he could never ask her to change back. He could see how happy she was in her new life and it would be selfish of him to ask her to give it all up.

He wiped his tears as subtly as he could, so Irene wouldn't see, and put on a smile.

        "You know what? I'm starving, how about you?" He asked her.

"Sure, that would be great. Dinner's on me."

From the nearby bushes came a familiar high pitched voice, "Oooh! Me Too! Let's Eat!... Oops."

        Irene looked shocked and Michael was furious. He got up, picked up an apple off the floor, and whipped towards the voice.

"Ow!"

"Bull’s-eye." He thought, and flung a few more into the bushes.

        Two more voices yelped in pain.

Irene looked at the bushes sternly, "Alright you three, come on out."

Out from behind the bushes appeared Pinkie Pie, Rarity, and an orange pony wearing a cowboy hat.

"Mighty sorry for snoopin, Shimmer," apologized the orange pony, "I was just out here tendin to the apple trees when these two roped me into their shenanigans."

"I, too, am sorry. When the two of you left, I simply could not help myself," Rarity dipped her head.

"I'm sorry too. Snooping isn't nice."

Twilight's voice came over the P.A. system, "Would Rainbow Dash, Applejack, Pinkie Pie, Rarity, and all ponification specialists not in the middle of treatments please report to my conference room? Thank you."

As Rarity and the other ponies left, Irene looked at Michael sheepishly, "Sorry, looks like our dinner will have to be put on hold."

"That's alright, go on. We'll see each other later."

Irene trotted off. When she was finally out of sight, Michael slumped against the tree, and sighed.

         The next morning, Michael went to the cafeteria and grabbed a tray full of food for both humans and ponies. Balancing the contents of the tray carefully, we went to the information desk in the reception area. This time, it was a bluish-grey pony with blonde hair.

         "Um, excuse me, but..." Michael couldn't help but get distracted by the pony's one crooked eye.

She became noticeably annoyed, "Look, I know it's crooked. Deal with it. Now whadda you want?"

Michael snapped out of it, "Oh, yeah, sorry. Anyway, I'm looking for Shimmer Stardust's room. I'm a friend of hers and I thought I'd bring her some breakfast."

The pony eyed him suspiciously, but then set to work searching through the computer.

         "Shimmer Stardust... Shimmer Stardust... Oh, sorry, looks like you should have tried for dinner."

"What?"

"All of the Ponyville ponies shipped out last night."

"What?!" Michael leaned over the counter, "What do you mean 'shipped out'?! Shipped out where?!"

"Back to Ponyville. They left on the zeppelin last night."

He froze.

"How many?" he asked in a dull tone.

"How many what?"

"How many ponies were there from Ponyville?"

The mare looked at the computer screen, "Seven."

Michael turned on his heel and ran off towards Jack's room.

The blonde pony shouted after him, "Can I have your muffins?!"

Jacked walked back from the shower into the room to see Michael frantically packing all of his gear.

         "Michael! Michael! What are you doing?! What's going on?!"

"Gone. They're all gone, Jack! Every last one of them."

He began following Michael back and forth across the room, "Who? Who's gone?"

"Twilight, Pinkie, Fluttershy, Irene; every pony from Ponyville just got up last night and left for Equestria."

"So?"

Michael slammed his suitcase shut, and let out a deep breath.

"Something's happened."

"What do you mean 'something's happened'? What's happened?"

"I don't know, but something big."

Jack was getting frustrated, "Michael, I thought you were over this whole pony conspiracy thing; what happened?" Then he understood, "This is about Irene, isn't it? You met with her yesterday and now it's got you all hot and bothered."

Michael looked at him in disbelief, "What? No!"

"Bullshit!"

"Excuse me?"

"You heard me, MIKE; I'm calling bullshit on this."

Jack never called him 'Mike' unless he was upset.

Michael was getting equally upset, "Jack, You're my best friend and I love you like a brother, but do not push me on this."

"Then you tell me why this isn't just you overreacting to nothing!"

"Alright, you want it, here you go!" Michael got right up in Jack's face, "Last night, Twilight called all of her friends into a meeting. But not only did she call her friends, who are all department heads in this place, but all the ponification specialists! Then every pony from Ponyville leaves in the middle of the night!"

"So?"

Michael began pacing again, "Jack, Irene knows we're both here! If she was planning on leaving, she would have at least said 'goodbye'. That means, whatever it was, it was very important and very last minute. Jack, something is up."

Now he was starting to get concerned, "So, what do you think it is?"

"I don't know, I just-" Michael stopped dead in his tracks, "Unless... Twilight!" He pounded his fist on the table next to him.

"What?" Jack didn't understand.

Michael spun to face him, "Twilight! She and her friends must have had a damned good reason to leave this facility to be run by their alternates so suddenly. That's not something you do on a lark. That's something you do with instructions from someone higher up. She and Princess Celestia are very close. Not only that, but she and her friends, at one point, formed something called the 'elements of harmony' to defeat 'Nightmare Moon'."

"Where are you getting all this?!"

Michael gave Jack a dirty look, "You know, if you're going to join their species, at least read about their history." He resumed, "So! I'm thinking the Princess was the higher up. I'm thinking Princess Celestia must have called the dream team back. And I'm thinking that Irene left with them."

"But why? Why Irene?"

Michael sighed, "Jack, you know Irene. Rarity is her friend and she could never turn away an adventure.

   He latched his suitcase, pulled up the handle, and headed towards the door.

Jack ran behind him and put grabbed him by the shoulder, "Wait! Where are you going?"

"There are holes in every fence, Jack, and loose bricks in every wall, and there's a big wall with my name on it."

He looked at Michael, half in horror, half in sheer disbelief.

   "No... You don't mean... How?!"

Michael pushed on, "I don't know, not yet. But you know me; I'll figure it out."

"I'm coming with you."

Michael did a heel face turn, "Nuh uh. You came here to get ponified. Stay here, man. I'll be fine."

Jack was about to protest again but he stopped him. His face became as serious as Jack had ever seen it.

"Jack, seriously, stay here. What I'm about to do is probably going to be extremely dangerous and you've never performed well under pressure. That's why you're the guy at the university filing grant proposals and I'm the guy exploding stuff," He gave his friend a hug, knowing that this was possibly the last time he'd ever see him again.

"Trust me: I'm a scientist."

Chapter 10

      Michael rolled down the windows of his Hilux and took in the evening ocean air. Looking over his shoulder, he backed truck and its trailer down the long pier to the end where a custom version of a World War II LCVP waited. He stepped out of the truck and onto the pier. The sky was overcast and the water was calm; he couldn't have asked for a better night. Taking his phone out from his pocket, he remotely activated the lights on boat and had it lower its ramp.

The LCVP was a far cry from its ancestors. Gone were its large diesel engine or machine gun turrets; instead, a single electric motor powered two nearly silent turbines embedded in the bottom of the hull and the top of the vessel was covered in a thin layer of matte black carbon fiber paneling. The insides were spartan at best, leaving plenty of room for the one pilot, the equipment, and the special cargo.

Walking to the trailer, he unfastened the straps that held his two newest creations in place and began moving them across the ramp, into the LCVP. Michael had been preparing for this for months and, although the reason for the journey had changed, there was a principal problem that had to be addressed before the trip could even be considered: Equestria was an enormously large island and Michael would need a way to get around quickly. The solution was two vehicles: “The Gambit" and the "Gambit Jr.". Unlike the LCVP which was, for the most part, a modified barge, the Gambit and Gambit Jr. were made entirely from scratch.

The Gambit was designed with the lightness of a dune buggy, but with the power and handling of Michael's Evo. Just big enough for two people to ride in, the frame was constructed almost entirely out of a titanium alloy. The little amount protective fiberglass paneling between the beams gave it a very aggressive, angular look. The Gambit used two electric motors; one to power the front wheels and one for the rear, producing nearly 500 combined horsepower. In traditional cars, electricity was stored in paper-thin layers of polymers beneath the trunk carpeting. To power the drive system, Michael spent weeks tearing out nearly 100 cars worth of carpeting in ponification camp parking lots, rolling up the battery layers into super-dense tubes, and packing them into the very frame of the buggy. There was enough power stored in there to run it for months. All in all, the Gambit was a ninja: whisper quiet and able to easily outrun Michael's Evo on even the most problematic of surfaces.

Gambit Jr. was a motorcycle that was somewhere between a motocross bike and a sports bike; sleek and aerodynamic but with slightly knobby tires to help deal with the less-than-perfect roads of Equestria. It was built similarly to it’s big brother; titanium alloy frame with integrated battery to power the two hub motors. However, Gambit Jr. had a trick up its sleeve; not only was it fast and ultra-light, but it could be folded in half and stowed on a rack on the back of the buggy. The two vehicles were Michael's finest creations and the edge he needed to move around off the beaten trails and out of sight within Equestria.

       That is, if he could survive the trip through the magical barrier.

        After nearly three hours at sea, the boat finally made land, and Michael lowered the ramp. The shore of Equestria was beautiful, even in the dead of night. As the moonlight bore down on the sparkling beaches, Michael began to understand why the Human Liberation Front wanted so badly to immigrate and why those ponified sang their praises so highly.

However, there was little time to take in the beauty. Daylight would arrive in only a handful of hours and his matte black ship would contrast spectacularly against the white sandy beaches. Michael moved quickly, loading his equipment into the rear of the Gambit, each container snapping into place. Closing the rear hatch, he entered the buggy, strapping himself into the familiar bucket seat that he had installed into the Gambit from his prized Mitsubishi.

He put on the drivers helmet and clicked it on. The words "LINK ESTABLISHED" flashed briefly on the visor and, suddenly, the world was as bright as day, lit by the array of infrared flood lamps on the front of the car. With the two vehicles being completely bereft of any gauges, the helmet was integrated into the systems of the Gambit and Gambit Jr., providing Michael with a feedback from a myriad of sensors and radars as well as vehicle information, but the link only worked over a short distance.

As the Gambit eased down the ramp and onto the beach, the sounds of the waves easily overshadowed any sound from the car's two whisper quiet engines. Getting out of the car once more, Michael re-entered the beached boat, plotted a course back to the pier with instructions to drop a relay buoy mid-way, and exited again. Once the ramp closed, the boat shot forward, pulling itself out to sea by the anchor that was dropped nearly 200 feet away. Michael felt a sense of pride and sighed as he watched his biggest creation pilot itself back out to sea all on its own.

Re-entering the matte black off-roader, Michael patted the steering wheel, "Looks like it's gonna be just the three of us."

The car only moved only ten feet before an alert sounded in his ear and the readout from the spectrograph snapped into view.

"What the hell?"

Stretched out across the entire field of view was a wall so bright with energy Michael had to turn down the opacity of the spectrograph's overlay.

This was the force field; the unforgiving wall that was meant to keep Michael out. Again, Michael climbed out of his ride and flipped up the visor of his helmet. He unclipped a flashlight that was clipped to the roof of the car, turned it on, and approached the invisible barrier. Picking up a stone, he tossed it and watched as it flew effortlessly through the air and well into the other side of the force field.

"Hm..."

Next, he lobbed the flashlight through the field and onto a patch of grass. It remained lit. This was good; it meant all his work in building Gambit and Gambit Jr. hadn't gone to waste.

Finally, he tried pushing his hand through, but it wouldn't move. Even as he put his entire weight behind it, it was as if he was pushing against a stone wall.

"Fuck."

Still, he did have one last trick. Not that he was sure it would work, mind you, but it was worth a try.

He opened the rear hatch of the Gambit and pulled out a case. Despite the fact that no one cared about it, the fact that Michael possessed the contents of the case made him an official criminal, guilty of grand larceny. He clicked open the two latches that kept the case closed, removed its contents, and covered himself with it.

Testing the barrier, it yielded to his clever ruse. The cloak that fooled the force field was a two-hundred year old piece of horse-hide, stolen from the American Indian Heritage Museum. Michael grinned with smug satisfaction.

         "Magic may be powerful, but it's not smart."

As he stepped through the force field, he felt a strange energy wash over him. When he emerged on the other side, the scene spun around him and the world went black.

        Michael woke up with a start in a bed that was altogether too small. He looked around and found himself in a room decorated with strange masks.

A zebra emerged through a doorway, "Oh, finally you are awake. I had feared the worst for your fate."

"What happened?"

"The answer to that I do not know, but you were on the ground, like fallen snow."

Michael cocked an eyebrow, "That rhyme was a bit contrived. I can see that and I've just arrived."

"You are quite quick to knock my rhyme for someone who is not equine. Tell me now, and please, no jokes, how did you enter the land of pony folk?"

"I fooled the field around this isle with a trick that would make you smile. I wore a cloak and, not to be morose, that was made of the hide of a long dead horse."

The zebra had a worried look.

Michael tried to reassure her, "Please don't worry. It wasn’t me. That cloak has been around for centuries. It hung in a museum for years; I can only hope that can assuage your fears."

"Hm. Your story seems a bit absurd, but I will take you for your word.”

Michael looked out the window to see it was still dark, then looked at his watch. He sighed in relief; he had only been out a couple of hours.

"How far are we from the beach? There is something there that I much reach."

"It's only a ten minute walk; I will join you as it is dark."

He put his helmet back on, "Alrighty then, let us make haste. I haven't any time to waste."

The two left the house, which was carved into a tree, and the zebra led the way.

"So, what's your name?" Michael asked.

"My name is Zecora, and you?"

"Michael. Tell me, do you know of a place called 'Ponyville'?"

"Actually, it's not far from here. Why do you ask? And please, be clear."

"I need to go there. Personal matter."

"I take it you will not explain? I'll accept that, and not complain. We all have secrets we must keep. Still, if you tell me, I will not speak."

They continued ahead in silence. Soon, Michael's helmet activated and indicated it was within range of the car. He stopped, activated the buggy's lights, and had it drive through the force field, towards them.

Zecora seemed very interested, "That was certainly quite a trick."

"The advantages of all electric. Anyways, thanks for your help. Would you like me to give you a

ride back," he asked, opening the door and getting in.

"When I found you, I was looking for roots, so I think I'll go back to my route."

"Alright then, Thanks a lot!" Michael said as he hit the accelerator and sped off. The buggy quickly passed Zecora's house-tree as it practically flew over the dirt trail that wound through the forest. As he neared the edge of the woods, Michael hid the buggy under a bridge that crossed over a dry river bed and got out. He circled around the rear, pulled out Gambit Jr., then climbed out of the riverbed.

Pulling a pair of black leather gloves out the pocket of his matching motorcycle jacket, he took off. As he rode towards the town in the distance, there was not a light to be seen.

Still, he had no idea who lived where. Furthermore, who could he count on to not panic if he showed up on their doorstep? As he rode silently through the night, Michael thought on this, taking in the scent of the passing apple orchard in bloom.

"Hm... Irene? Obviously. Twilight? Most likely. Fluttershy? She'd probably panic, but she'd just as soon faint. So that leaves Irene and Twilight. Well, Twilight lives in the Library. I have no idea where Irene lives, so Twilight it is."

Michael turned off the night vision overlay to let his eyes rest and rode through the rest of the beautiful countryside under the moonlight.

He sighed, "It's so peaceful. So quiet. So beautiful."

Soon, he ran out of countryside and entered Ponyville. He slowed the bike and prowled around the sleeping town, looking for the library: for the biggest tree in town.

Finally, he spotted it and rode up to the door. Dismounting from the bike, Michael removed his helmet and knocked. He waited; No answer. He knocked again. This time, he could see a light turn on inside. Michael looked down as the old wooden door opened and saw a small purple dragon with green spikes.

"Excuse me? But is Twilight Sparkle home?"

The sleepy-eyed dragon looked up at Michael, barely registering him, "Twilight... There's a human here to see you."

Then he realized what he had just said and sprung to full attention.

         "A Human?!" the small dragon ran back into the library and out of sight, "Twilight! Wake up! There's a human here!"

Michael stood patiently outside with a smirk, tapping his foot.

"Don't be silly, Spike. There can't be any humans here; It's impossible." she addressed the dragon sleepily.

Michael poked his head through the door, "I'd reevaluate that assumption if I were you, Twilight."

He heard the sound of what could only be Twilight falling out of her bed, then running down a

flight of stairs. Suddenly, she appeared in front of him, out of breath.

"You! Hurry up and get in here before someone sees you!" she whispered.

Michael, trying to contain his laughter, walked his motorcycle into the library. Twilight closed the door behind him.

        "Nice place you've got here. So many books..." he said, admiring the shelves upon shelves of literature.

Twilight, however, was not in the mood for pleasantries, "Michael, what are you doing here? How did you even get here? How are you even alive?"

He gave her a coy smile, "Well, you guys left so suddenly that I didn't even have a chance to say 'goodbye'."

He was messing with her and this made Twilight even angrier, "You think this is a joke? Some kind of game? Michael, this is serious!"

Michael put away the grin and the jokes and looked her in the eyes, "Yes, I know, and I'm sorry for bothering you in the middle of the night but, as you can imagine, I've gone through a lot to get here and I think we can both agree that the only thing more dangerous than me being here is me being out there. I know something's happened, Twilight, and I need you to tell me what's going on so I can help you."

Twilight let out a sigh, "Fine, but in the morning. Come with me, I've got an extra bed."

"Thank you."

Michael took off his motorcycle jacket, hung it on one of the bike’s handlebars, and set the helmet on the seat. In his black shirt and jeans, he followed Twilight up the stairs and stretched across the bed, his legs dangling off the end.

It had been a long night and, with the next day’s challenges ahead, a few hours of sleep was exactly what he needed.

Chapter 11

Michael's eyes crept open as the sun shone on his face. He bolted up. This was not his home, nor the ponification center. He looked around and saw the wooden walls with shelves filled with books.

"Right... I'm in Ponyville. This is Twilight's house."

He climbed out of the undersized bed and walked over to the precipice that overlooked the expansive interior of the library.

There was no one else there.

Michael picked his shoes up off the floor and carried them as he walked down the stairs to his motorcycle. Unlatching and lifting the seat, he removed a set of clothes from inside the compartment along with a bottle of water and a disposable toothbrush. As he brushed his teeth, He looked around to find a suitably private place to change, but there wasn't a curtain in sight. Worse still, just as soon as Michael resigned himself to try his luck and change near his bed, the front door opened and Twilight returned.

Michael stood back against his bike as she hovered a basket of baked goods ahead of her. The room filled with the scent of apples as Michael crammed the clean clothes back into the compartment.

"Oh, Good, You're up," she said, lowering the basket onto the nearby table, "I brought us some breakfast. I didn't think you were a fan of hay, so I asked Applejack for some of her baked goods."

Michael grabbed what looked like a muffin with apple chunks in it, "Thank you."

        He kneeled on one of the pillows next to the table. Twilight sat across from him.

"So," he said, "I guess I should start telling you how I got here."

"Actually," said Twilight, "Your timing is pretty good. The Princess is supposed to be arriving here later this morning."

Michael nearly choked on his muffin.

"What?!" he gasped. The news shouldn’t have caught him so off guard; he expected that Princess Celestia was the reason the ponies had left the ponification camp. Still, he assumed that she had given them orders by post, not that she would come to brief them personally, much less with him there.

"She's supposed to be arriving soon to explain to us the task she'll be sending us on."

"Any idea what it is?"

Twilight sighed, "I don't have a clue. I wish she'd tell me so I'd at least have a chance to research it..."

Michael finished his muffin, "So what do you think her reaction will be to me being here?"

"I have absolutely no idea. I'm not even sure what my reaction is to you being here."

A thought struck him, "Say, where's that little purple dragon?"

"Oh, Spike? He's out making sure everyone else knows the Princess is coming. It's a bit last minute, but we like to make the town look nice whenever she visits."

"Big thing, huh?"

"Well, she is the princess."

"I suppose so," Michael got up and threw the paper lining of the muffin away, "Twilight, is there a place around here where I could change?"

She looked puzzled, "Change?"

Michael pointed at his clothes.

"Oh, 'Change'! Sorry, I forgot that humans think of clothes differently than we do. Yes, just a moment."

Twilight levitated the blanket off of the bed Michael was sleeping on and sent two tacks flying, nailing the blanket to the wall, covering the opening of the bedroom area.

"Will that work?"

Michael nodded, "Yeah, that'll be fine, thanks."

He retrieved his clothes from the motorcycle once again and went up the stairs to get changed.

From behind the improvised curtain, he heard the front door open and close.

"Spike, there you are; how are the preparations coming?" Twilight asked.

"Right on schedule. Pinkie Pie is helping Mr. and Mrs. Cake make a batch of cupcakes and pastries, Rainbow Dash is almost done clearing the clouds, and Rarity is hanging banners around town."

"Very good. You didn't tell anyone about our... guest, did you?"

"Nope. But some people were asking about those strange tracks through town."

Having donned a fresh black button down shirt and black cargo pants, Michael emerged from behind the curtain and walked down the steps, carrying his bundled up clothes from the day before under his arm. "Sorry about that, but I think footprints would be even more difficult to explain."

Twilight nodded gently, "That's true; there are enough ponified humans here that footprints like yours would cause a considerable panic."

As he approached the two, Spike sized him up, "You know, you're not that mean looking."

"Uhh... Thanks?" Michael answered, unsure if that was a good thing or not. He turned to Twilight, "So, when's the Princess getting here?"

Suddenly, the sound of fanfare could be heard from outside. He smirked, "I guess that answers that."

Twilight looked panicked, "Oh no! She's early! Michael, you stay here. Spike, go get everyone while I greet the princess!"

She and Spike both took off through the front door, leaving him there. Having nothing to do but wait, Michael grabbed a book off one of the shelves and another muffin and drudged back up the stairs. Sitting on the bed, his back up against the wall, he opened the old book and waited.

Nearing the sparkling golden chariot, Twilight called out to the princess.

"Princess Celestia, You're early! Is everything alright?"

The pegacorn turned to her and, for the first time, did not smile upon seeing her prized pupil, "No, Twilight, something is very wrong. Where are your friends?"

"They're on their way here as we speak."

"Good, there is little time. Let us go to the library and wait there until they arrive."

        Michael turned his head in the direction of the sound of the library door opening again. He couldn't see them, but he heard the short, quick steps of a pony, and the slower, heavier steps of something else. Whatever it was had to be much bigger than the pony.

"Please, Princess, have a seat."

"Thank you, Twilight. While we wait for the others, tell me, how are things at the Conversion Bureau in Newark?"

"So the Princess is bigger than ponies?" he thought.

Twilight went on until the door opened once more and the noise of multiple ponies entering the wooden building sounded through the cavernous walls of the library.

Once pleasantries were exchanged and the noise settled down, the Princess spoke up, "I do believe this accounts for everypony."

"Not... everyone," Twilight said nervously.

"Oh? Is somepony missing?" Princess Celestia asked.

"Not... exactly." Michael didn't have to see her to tell that Twilight was squirming, "Princess, there is something I have to tell you. We have something of an... unusual guest with us today. He's apparently been through a lot to come here, however, I believe whatever he has to say will be very useful. He's actually here with us right now, if you are ready to see him."

"Well, if you feel his presence here is that important, of course. He's welcome to join us."

Twilight let out a nervous sigh, "Alright, come on out."

Michael stood up from the bed. His profile, no longer shielded by the portions of wall surrounding the window, was cast as a silhouette by the sun onto the blanket that still hid him from sight of the rest of the library. He walked slowly until he stepped down onto the stairs, emerging from behind the blanket.

Gasps from all corners of the room could be heard, but none as loud as the one that emerged from the white pegacorn with flowing techincolor hair.

Michael locked eyes with her and smiled wryly, "Hi there. I'm Michael; Michael Frost. Nice to meet you."

Chapter 12

        As Michael sauntered down the steps of the library, Princess Celestia addressed him, never breaking eye contact.

"You. You're human. How did you get here?" Her voice was soft yet stern.

"By boat, then by car, then by motorcycle. Would have been able to get here sooner if I had a map." His smug expression lingered.

Celestia's voice became slightly irritated, but her expression was changeless, "You know full well what I mean. How did you cross into Equestrian borders?"

Michael dropped his cocky demeanor and matched the Princess's level of seriousness. He stepped off the last step and began approaching the table.

The Princess stood and her horn began to glow, "Come no closer!"

Michael put his hands up, "I mean you no harm."

In a flash of yellow and pink, between the two of them floated Fluttershy.

"Please, Princess, I know him. He's a good person. If he says he's not here to cause trouble, then I think you should believe him."

Twilight stepped up, "She's right, Princess. I've spoken to this man a great deal at the Conversion Bureau." She looked over at Michael, still holding his hands up, then back at the princess, "I trust him."

The tension in the air was thick enough to cut with a knife as the princess's gaze shifted from Twilight, then to Fluttershy, then to Michael. Finally, the faint glow of her horn disappeared along with her frown. She sighed, "Very well. Please, Mr. Frost, have a seat."

Michael was tempted to correct her and ask her to call him "Dr. Frost", rather than "Mr. Frost", but he thought better of it.

"Just 'Michael' is fine," he said as he walked over and sat cross-legged on one of the pillows by the table.

The other attendees of the meeting watched The Princess and the Scientist. The purpose for which they were called together had taken a backseat to their guest; someone who, by all rights, shouldn't even be there. Furthermore, their ruler, the one who they looked to for guidance and wisdom, was the one looking for answers.

"First things first," began Princess Celestia, "Please, answer my question."

He nodded, "Your barrier?"

"Yes."

"Well, I tricked it into letting me through."

"How?"

Michael dreaded having to explain this part, "Centuries ago, Native Americans had made various items from the hides of dead horses. I took a horse hide cloak from a museum and covered myself with it. After that, the barrier just let me walk through."

The Princess stared at him in disbelief, "How did you discover such a thing would work?"

Michael shrugged, "I honestly didn't think it would, but it was worth a shot."

"So how did you shield yourself from the magical forces within our borders?"

"Shield myself? I didn't."

The Princess thought on this, "Michael, did anything else happen? After you crossed through the barrier?"

"Well, I fainted, but I just assumed that it was a side effect of the barrier."

The Princess looked at him a little while longer. Then, without warning, her horn began to glow, and rings of magic wrapped around Michael, binding him and lifting him into the air.

Michael writhed, held tight by the magical constraints, "Hey! Let me go!"

Celestia stared at him coldly, lifting him higher, "No."

"Princess, what are you doing?!" objected Twilight.

"Let go of me!" Michael gritted his teeth.

"No." Her voice could chill ice.

Michael started to take on a silver glow and began to yell through his gritted teeth, "I. SAID. LET. GO!"

A shockwave emanated from Michael's body, destroying the rings of magic that held him and slamming Princess Celestia against a bookshelf.

With the Princess's magic no longer suspending him in the air, he fell to the ground in a heap.

Michael staggered to his feet, struggling to keep his balance, "What the hell just happened?!"

Twilight ran to help up the princess. Groaning as she got up, Celestia answered, "It was... just as I had suspected."

"Care to elaborate?!"

She returned to her seat, "Rather than simply rejecting the magic and collapsing, your body adjusted and began absorbing the magical forces that pervades through Equestria."

Twilight stared at the two in disbelief, "But how is that even possible?"

"I'm not sure, Twilight."

"Maybe," Michael thought aloud, "Maybe a person's exposure to weaker magic primes them. The low level magic used at the ponification camps might act almost as vaccines for the body."

This time it was Rarity who took the floor, "That sounds possible. Humans who get ponified before their seventh day wait period is over do seem to experience more trouble during the actual treatment."

"But Michael was only at the center for a few days!" said Twilight.

Michael thought for a moment, then came upon a revelation.

        “I- I think I know what's going on. I've been to a number of ponification camps three or four times a month for hours at a time over the past year. I was only in the parking lot, sure, but that kind of long-term exposure may have been enough to prepare over-prepare, my body for the levels of magic here." He shook his head, almost as if to clear his mind like an etch-a-sketch, "But, wait a minute; are you saying what just happened was magic?"

"Yes," said Celestia.

He had to ask again, "You're saying I just did magic?"

The Princess let out a light laugh, "It appears so."

Michael was dumbfounded. He was a scientist and what had just happened was almost as big a shock to his system as if gravity had just shut off.

But he had to focus. His attention snapped back to the room around him.

"You okay there Mike?" said the orange pony, "Ya kinda zoned out on us for a sec there."

"Yeah, I'm fine; just had to process that for a minute. Anyways, Princess," He turned to her, "You called this meeting for a reason. Please proceed. We'll deal with what just happened later."

"Very well." All eyes turned to the Princess, "I've called you all here because I have some troubling news. I've received word that the Human Liberation Front has developed a powerful weapon. A bomb."

Every pony gasped; Michael leaned forward, "A bomb? What kind of bomb?"

"I don't know. And my sources aren't privileged enough in the organization to know either."

"Sources?" Michael thought, "So she has spies?"

"Princess," Twilight asked, her voice worried, "What are we going to do? Equestria has no army, no navy, no air force, and no weapons to supply such forces even if we had them. How do we defend against this kind of threat?"

"That is the key problem. We simply cannot defend against it as we are."

Rarity leaned in, "Well, what would you like us to do?"

The Princess straightened her posture, "If we strengthen the barrier around Equestria, rather than a..." she looked at Michael, "...permeable barrier, we can make it solid with controllable gates.  "

Michael cocked an eyebrow, "You want to put Equestria under lockdown?"

Celestia looked uneasy, "That's a more aggressive way of putting it, but yes. Essentially. It would only be temporary, though. According to my source, they are already too well invested into their schedule to make any changes."

"So what's our part?" asked the orange pony in her southern drawl.

"Well, Applejack, I believe only the Elements of Harmony have the necessary power to bolster the barrier. They would have to be activated at the source of the barrier in Canterlot."

There was some mumbling among the six smaller ponies that sat at the table.

Michael sat there, staring at the grain of the wooden table.

"This doesn't make sense." He said, still staring at the table.

Twilight turned to him, "What doesn't make sense?"

He looked up, "This whole bomb thing. It doesn't make any sense."

The Princess leaned forward, "Do you mean to say my source may be lying?"

Michael shook his head, "No, I don't know your source so I can't make that kind of judgment. But why would the HLF want to bomb Equestria? To what end? They want to move here to take advantage of all your work; they’re not going to willingly turn it into a crater."

"So what do you think is going on?" asked Rainbow Dash.

"I don't know..." He turned to the Princess, "You said they were already committed to their plan. Did your source give you a timetable?"

She nodded, "Yes, they plan to 'move' this coming Monday at two in the afternoon."

"'Move'?" Michael asked impatiently, "What does that mean? Blow up the bomb?"

"I don't know. That's all the information I have."

He went back to staring at the wood.

        "Well," he said, "we need more information and we need it ASAP. I think I have a plan."

All eyes were on him.

"Please, go ahead." said the Princess.

Michael stood and began pacing back and forth, "We need to know what kind of bomb it is and how the delivery method. We also need to know the target and the effective range. Those are the key ingredients that we need before we can form a proper counter measure." He stopped pacing and looked at the table of ponies.

"They've never experienced war. Their entire civilization has, for the most part, stayed in the early 1900's. Without magic, they'd be almost helpless."

"As decentralized as the HLF is, if they are planning on attacking Equestria, their base of operations, at least for this assault, has to be close enough to move quickly; probably near Newark. We need to go there and find out what we can; ideally, blueprints and some kind of itinerary of their plan. With the Princess's permission, I'd like a volunteer."

Princess Celestia nodded, and everypony at the table, except Fluttershy and the Princess, raised a hoof. Michael looked them over.

"Twilight. Your skill with magic will come in very handy. Everyone else, thank you for your enthusiasm."

Rainbow Dash looked disappointed and impatient, "So what do we do now?"

"You and everyone else can still help the Princess with her plan."

"But we're short an element of harmony." Dash shot back.

He looked at the Princess, "You used the elements of harmony on your own to lock away Nightmare Moon; can you take up the slack."

The Princess looked away, "Unfortunately, I cannot. A millennium of raising both the sun and the moon has weakened my powers. Although my sister has resumed her duties of raising the moon, I am still recovering."

"Then what do we do?" said Pinkie Pie.

"Can any pony do it?" Rarity asked.

Princess Celestia smiled, "Yes, so long as they embrace the magic of friendship."

The fashonista smiled, "They I have just the pony in mind. One of my assistants and closest friends; Shimmer Stardust."

Michael choked, "Irene?"

"Yes, Michael, 'Irene'," she said derisively. "She's one of friendliest people I know. She'd be perfect."

Michael wanted to object, wanted to keep Irene out of this mess, but Rarity was right; she would be perfect.

The Princess stood, "Very well, it seems we have a working plan of action. On that note, I will be returning to Canterlot and will send a carriage for you. It should arrive in a few hours, so take that time to prepare yourselves for the stay."

Slowly, the other ponies began filing out of the library, but Princess Celestia lingered.

"Twilight, could I ask you for a few moments of privacy with Michael? There is something I need to discuss with him before I leave."

Twilight dipped her head, "Of course, Princess Celestia. I'll be outside."

"Thank you, Twilight."

As the door shut, the pegacorn approached him.

"Michael, why are you here?"

"When everyone left so suddenly, I thought-"

She interrupted him, "Michael, I've been alive for more than a millennia. Even so, even a little filly could tell that is not your real reason." She smiled, "Michael, I have not been privileged enough to interact with many humans. You are clearly a very intelligent and cunning person otherwise you could not have made it this far. I would like to think we could both be friends, but friendship is built on trust. I'm trusting you with the life of my star pupil. The least you can do is tell me the truth. Not the truth of your mind, but the truth of your heart."

Michael sighed, "Princess, even with the responsibility of an entire kingdom on your shoulders, aren't there one or two people you would protect no matter what?"

"Yes, of course."

"Well, I only have two people, and one of them is here, in Ponyville."

"'Irene'."

"Yes, Irene."

"You love her?"

"I do."

"You could get converted."

"I can't."

"Why?"

"My humanity is a part of who I am. It's not something I can just throw away."

"And you still love her?"

"Don't misunderstand; I'm not naive. I know I can't be with her, so I have to let her go. But I will never stop loving her and I will do whatever I can to protect her."

"That's very noble."

"And stupid."

"You could live here in Equestria. I could give you a special pass."

"Princess, you and I both know that such a pass would be useless. I would never be accepted here and I would be considered an outcast everywhere else. Besides, if word spread that a human was living here, think of the uproar it would cause outside of Equestria. It would only fuel the messages spread by the HLF."

The conversation was no longer as rapid fire as it was as a pregnant pause filled the room.

The Princess looked at him, her eyes filled with pain, mirroring his own. Finally, she spoke in a soft tone, "I can see that at your core you are a gentle man; wise beyond your years. It's not fair, the position you're in. I feel very sorry for you."

"Yeah, me too."

She began walking towards the door and opened it with her magic, "I hope things work out for you, Michael."

"Thank you. Have a safe trip."

"You too."

Twilight trotted back into the library, closing the door behind her, "What did the princess want to talk to you about?"

Michael trudged back up the stairs to his bed to take a nap, "Nothing really. Just wanted to get to know me a bit better."

Twilight was skeptical, "That’s all?"

"That’s all."

Chapter 13

      Michael sat on the bed, his back leaning against the wall. Having slept right through lunch and waking up around three, he turned the page on the book he was reading. Looking at his watch, it was almost four o’clock.

"Michael?" Twilight called from below.

"Yeah?"

"We have to leave after dark, right? So why don't I give you a couple of hours of training before dinner?"

Michael closed the book and turned to sit on the edge of the bed, "Training? What do you mean?"

"You know, magic training."

He stretched as he walked down the steps, "Right now? Shouldn't you be getting ready? We leave tonight, remember?"

"I just thought you'd want to learn something while we still have time."

He conceded, "Alright, fine. So," he stood across from her, "What do I do?"

Twilight looked around and pointed to an orange on the table, "I want you to levitate that orange into your hand."

Michael looked at the orange, then at his hand, then back at the orange, "Alright, here goes nothing."

He concentrated on the orange, but it didn't move so much as an inch.

"Try again," she said, encouraging him.

He took a deep breath and extended his arm towards the orange but, again, it didn't budge.

"I don't understand," said Twilight, exasperated, "You repelled Princess Celestia so easily this morning."

"Yeah, but that was on instinct. I didn't even know I had magic at that point," Michael answered. "How does magic work?"

"How does it work?"

"Yeah, I mean, how did you learn to activate your magic?"

"Well," she started levitating the orange and peeling it mid-air, "at this point it's just like walking, but it took a lot of practice and hard work for me to get to the level that I am."

"So me not being able to do anything is-"

"-normal," Twilight said, finishing his sentence, "But I honestly thought, given your display today, that you'd be able to do at least that much."

Despite his understanding that he was at the beginner’s level, Michael couldn't help but feel like a heel for letting her down.

Twilight could see his disappointment in himself, "Don't feel bad. So what if you're having a rocky start? Think of it this way: You're the first human ever to even have the ability to perform magic. That's gotta count for something, right?"

Before Michael could respond, the front door slammed open. Trying not to be seen, in case it was a normal resident of Ponyville, Michael scrambled up the stairs and closed the curtain.

"Twilight, where is he? Rarity told me he was here."

It was Irene.

Michael let out an enormous sigh of relief as he pulled back the curtain that hid him. He was about to say something along the lines of "oh, Irene, It's you" but, before he knew it, she was right in front of him.

She tackled him to the ground, "Michael! It's true! You're here! How did you even get here!" she got off of him, "Never mind, I don't even want to know. I don't care!" She pushed him to his feet and began nudging him towards the stairs, "We didn't really talk all that much at the center. C'mon, let's go to my place!"

"Irene, Irene, Wait!" He said, turning around and kneeling down to be at eye level with her.

"What? What is it?"

"Irene, I can't go out there. Humans aren't supposed to be able to be here, remember?"

"I know but..."

Twilight headed towards the door, "Michael, we've still got some time left until nightfall: Why don't I leave you two alone for a while?"

He smiled and nodded, "Thanks Twilight."

The two of them sat on his bed.

"So," He started, "I guess you're wondering how I got here."

Irene leaned on his side, "No, I'm just glad you're here." She looked up at him and gazed into his eyes, "Michael, I missed you so much after I left."

He smiled, "I missed you too." This was the conversation he had hoped for, but his smile dimmed slightly. Something felt off. He couldn't describe it but there was definitely this feeling in him that something wasn't right.

   "So," she continued, "How have you been? How are your classes going?"

"I'm not teaching anymore." he said, his voice artificially more cheerful than he felt, "The university doesn't need me with all the students dropping out. But they still pay me my salary, so I build stuff like that." Michael pointed at the motorcycle standing in the corner on the floor below.

She pressed harder against him, "Oh, Michael, I'm so sorry. I know how much you liked teaching."

"Well, time marches on. How about you? I guess you're working in Rarity's boutique? You were training to become a lawyer; how'd you end up there?" he asked.

"You know," Irene answered, smiling, "I'm not really sure myself. I had just arrived in Ponyville when I saw her boutique. I wandered in and was looking at some of her dresses when she approached me and said 'why DARLING, You have the most beautiful hair!' She wanted to make a dress for me: my first piece of pony clothes. Afterwards we just hit it off and since I just arrived, she offered me a job as her assistant." She laughed, "Turns out I'm actually pretty good at making dresses!"

Michael laughed lightly.

She continued, "So Rarity told me about you and Twilight leaving tonight for the mainland."

"Yeah."

"Is what you're doing going to be dangerous?"

"Hopefully not."

"Well, you'd better come back in one piece; I still owe you a dinner."

He smiled, "Yeah, I'll be back. Don't worry."

There was some silence between the two.

She looked at his face, at the same time looking at the old photograph of him in her mind’s eye, "You know, Jack told me you had changed, but I didn't know what to make of it."

"I'm fine; still the same guy I was a year ago.

Irene looked at him even more closely, but with a scrutinizing eye rather than an endearing one, "No. No, Michael, you're not. Michael, what happened to you?"

He was taken aback, "What do you mean?"

"You look so much older now," she said softly. "I noticed it when I first saw you. I thought it was just because I hadn't seen you for a while but it's still there. I still see it. Michael, what's wrong? Why do you feel so hollow?"

He wanted to cry, but something was holding back the tears. Maybe it was that he didn't want to admit to himself that he really was older on the inside than he ought to be. Michael smiled weakly and ran his hand through her ebony black hair, brushing his fingertips across her cheek.

"I've just... I've just been missing you." That was as close as he could get to saying "I love you". He wanted to tell her how he felt, but that same something that made the situation feel wrong, that held back his tears, held him back once again.

And then she kissed him. Not a peck on the cheek. She tilted her head back and kissed him, wrapping her hooves around him.

Michael was stunned. He didn't expect it to feel so... normal. Something in him wanted to stop, but he wanted this, he knew he did. So he acquiesced, and let this new experience flow over him.

When Irene eventually pulled away, she looked at him, blushing.

"I've wanted to do that for such a long time."

"I- I..."

   Michael could only stammer. His mind was turning in on itself. This was everything he wanted but at the same time not how he wanted it at all. And it was then when he realized why.

"She's a pony. Despite her being the same on the inside, she's a pony. Am I this shallow?" Internally, he put himself into perspective, "No, I'm not being shallow. This isn't something like hair color or height; she is a completely different species. But why does she still feel like she does towards me?"

Then it hit him.

"Because I'm not the one that changed."

His heart and mind were tearing each other apart but, finally, his saving grace arrived.

Irene snapped around at the sound of the door opening, "Twilight!"

From the floor below, she looked at the two of them, "Sorry for... interrupting, but Michael and I really do need to start getting ready now."

Irene got up off the bed and began walking down the steps. Michael followed, but stayed a few feet away from the frame of the door to avoid being seen from the outside.

"I'll see you when you get back." She said to him.

"Yeah. See ya."

Twilight closed the door and looked at him with a cocked eyebrow, "What was that?"

Michael let out a deep sigh and flopped back onto the bed.

"I wish I knew."

        By the time nightfall had finally arrived, all the other ponies had gathered in Twilights library. Despite the carriage Princess Celestia had sent having already arrived, they insisted on staying until Twilight and Michael left.

Rarity wrapped a scarf around Twilight's neck, "Here, Twilight, you may need this. I know it's barely fall, but you never know how the weather might turn."

"Thank you, Rarity."

Michael straddled the bike and put on the helmet, activating the map overlay. Zooming in to the beach, he watched as the green rectangle, representing the LCVP, approached the shore.

He turned on the helmet's interior lights so everyone could see his face through the smoked glass, "Our ride is almost here. We should get going."

As Twilight climbed onto the bike, he pulled on his gloves and turned to the group, "Could one of you turn off the candles. The less light on us when that door opens, the better."

He looked over his shoulder at Twilight, "We're going to be going very fast, faster than you've ever gone in your life. I don't have a helmet for you, so you need to keep your head behind me and hold on to me as tightly as you can."

"Alright."

The last of the candles went dark and Spike opened the door. Michael slowly inched the bike outside, checking for passersby. The coast was clear, and everyone stepped outside for one last goodbye.

Rainbow Dash approached the motorcycle, "I'll follow you guys in the air as far as the Everfree forest."

Michael nodded and turned off the lights in his helmet, "Just try to keep up. You ready Twilight?" He felt her forelegs wrap around him tightly.

"Ready."

"Alright," Michael flipped the power switch on the handles and turned on his helmet’s night vision, "Here we go."

The bike sped off with Rainbow Dash flying beside them. As the motorcycle silently approached two-hundred miles-per-hour, the fastest Michael dared go on the dirt roads, vapor trails started forming from the tips of Rainbow Dash's wings.

"She's fast."

As they passed Sweet Apple Acres, Dash called out to them, "The forest is just up ahead, so I'm gonna pull up. Good luck!"

Michael nodded silently through his helmet and slowed as they entered the thick of the woods. Down to a relatively crawling speed of thirty miles-per-hour, Michael pulled up to the dry river bed where the Gambit was waiting. Helping Twilight off, he stowed Gambit Jr. inside it's big brother's trunk, and entered the driver’s seat.

"You seem to have quite a few things prepared for such a last minute trip." Twilight remarked as she climbed into the buggy.

Michael activated the infrared lamps on the Gambit as he slowly drove it out of the riverbed.

"Well, I was planning on trying to get in before, but, well... let's say I had a change of motivation."

Nearing the outer edge of the forest, his helmet once again sounded a warning about the barrier ahead. He slowed to a stop.

"What is it?"

"The barrier; it's just up ahead."

"I don't see it. How can you tell?"

"This buggy has sensors that can pick it up. It feeds the data to my helmet so I can see it." He took a deep breath and eased the car through the force field.

He was alright.

Michael sighed in relief and drove the buggy up the ramp of the LCVP that waited for them at the shore. He and Twilight climbed out of the car and stepped onto the ramp.

Twilight looked up at the sky and sighed.

Michael took off his helmet. "Something the matter?" he asked.

"I just don't usually come to the beach that often and the stars are so bright here. It's a shame we can't stay longer."

"Yeah, but darkness is our friend tonight. We need to make the most of it while we have it." He noticed Twilight's face taking on a hint of sadness after he finished. Michael turned his head towards the roof of the LCVP and had a stroke of inspiration. Pulling out a few pins, he removed two of the six panels that comprised the roof.

Twilight, noticing his gesture, smiled, "Thank you."

He nodded, "C’mon, it's three hours from here to the dock."

"Alright, I'll be right in."

As Michael moved towards the bow of the ship, Twilight took one last look at the beach and the forest beyond it, and entered.

Chapter 14

      At nearly four in the morning, the moon had long since passed its apogee as Michael parked the Hilux and its trailer in his driveway. Turbulent waters not only delayed their arrival to the mainland, but also deprived them both of the sleep he had taken advantage of on his original trip to Equestria. Having not the energy to properly maneuver the truck and trailer into the garage, Michael pushed a button on the visor, closing the black, wrought iron gates of the driveway. They were nothing fancy, but enough to deter the casual thief.

   He got out and went around to the other side of the truck, helping Twilight climb down from the cabin. She looked up at the house before her.

   Firmly seated in the heart of outer-Newark suburbia was a cream, two-story stucco house with brown accents and ceramic roof, atop which sat a massive array of solar panels and a single chimney. It was a large building; with a two car garage taking up half its length and a large patio protruding from the other half, the front door sat squarely in the middle of the two, separating the halves of what was easily one of the biggest houses in the neighborhood.

   "This is your house?"

   "Yeah. C'mon in, I'll show you to your room."

   Following him through the oak and glass front door, she watched as he pushed a button on a wall mounted control panel and leaned towards it.

   "Authentication: Michael Frost"

   A soothing British voice emerged from the panel, "Passphrase?"

   "Hatsune Miku"

   "Passphrase recognized. Welcome home."

   Michael began taking off his jacket and hung it in the closet by the door, "Computer, Lights." The lights gradually came to life, lighting the wood floors and cream walls. "Computer, Set perimeter security to high and register new guest: Twilight Sparkle."

   "Administrative Password?"

   "Omae wa mo shindeiru."

   "Voiceprint Accepted."

   Below the control panel, a small white rectangle emerged from its slot. Michael grabbed it and held it out to Twilight.

   "Keep this with you; you'll need it to-"

   She interrupted him, "Yes, I know. This isn't the first time I've visited a human's house, you know." The badge glowed and levitated into one of her saddle bags.

   He put up his hands apologetically, "Alright, c’mon, let's get you settled so we can get some sleep."

   Michael led her up the stairs and to her room on the second floor.

   He stood outside the door in the hallway, "I'm going to bed. Bathroom is two doors down on the left. Good night."

   "Good night."

   Twilight watched as Michael walked down the hall and into a room, closing its door behind him. Shutting her own door, she nosed the light switch on the wall; a holdover from old human design. Her room was average in size and had a warm decor: burgundy walls, cherry oak bed and matching nightstands, and a dark red Persian rug with white tassels atop the white oak floor.

   Taking off her saddlebags and levitating them onto one of the nightstands, Twilight turned off the lights, and climbed into the bed. A few minutes after nestling herself underneath the thick comforter, she kicked it off. It was too warm. After making a cursory check of the empty closet and cabinet drawers, she left the room, using the glow of her horn for light. Searching for a linen closet, she eventually found herself downstairs, in the living room.

   Surrendering to the realization that she'd just have to deal with the heat, Twilight was about to go back upstairs to her room until she noticed picture frames on the mantle of the fireplace. Approaching the pictures, she noticed one positioned exactly in the center of the mantle. It was a graduation photo; two men stood on either side of the scene, both in a cap and gown. Between then, with an arm on each of their shoulders, was a woman with long, ponytailed, black hair, blue eyes, wearing dark jeans and a t-shirt.

   At first, she couldn't quite place the people in the photo, but, looking closer, she recognized who the two men were.

   "This is Jack, and this must be Michael," she looked at the timestamp of the photo. "Three years ago? But he looks so much younger."

   Letting out a yawn, Twilight became acutely aware of the time, and started back for her room.

   As she tucked herself back into bed, a thought floated through her mind.

   "Who was that woman?"

   Twilight awoke with a start as an explosion rattled her out of her rest.

   "What in Equestria was that?"

   She quickly put on her saddlebag and ran out of her room, looking for the source of the chaos. Going down the stairs, she saw a faint haze of smoke floating out of one of the doorways in the hall. Following it down another flight of stairs, she saw Michael, dressed in a lab coat and goggles, leaning against one of the walls, coughing.

   Springing into action, Twilight magicked the cellar windows open and-

   "Hold on, it's fine." Michael said, pushing a red button on the wall.

   A loud whirring noise filled the room and, in a few moments, all of the smoke cleared away, sucked into the ceiling by way of several vents. He pulled out the safety button and the fans disengaged.

   Michael stood there and took a deep breath, patted away some of the residue from the explosion off his lab coat, and removed his lab coat.

   "Sorry to have woken you up."

   Twilight was aghast, "Forget about me; something just exploded! Are you okay?"

   He laughed, "Oh, yeah, I'm fine. Happens pretty frequently, actually."

   She wondered if it happened maybe too frequently.

   Michael turned his head towards a workbench and hurriedly walked over to it, seeing the broken remains of a small machine, "Oh, but it seems this little guy is a lot less than fine. Poor thing."

   Twilight cocked an eyebrow, "'Poor thing'? It's just a machine."

   He picked up the biggest piece, scorched and still slightly on fire, and looked at it, "Yes, but no machine should have to go out like this. Not unless it was made to go out like this, anyway." He blew out the tiny flame and sighed, setting the broken fragment of his ex-invention down on the scorched workbench.

   Michael slipped off his protective gear and tossed them on a clean workbench, then headed up the stairs, "C'mon, let's get some breakfast and head out. We've still got a lot to do."

   Twilight sat at the island counter and watched as Michael pulled some fruit out of the brushed steel refrigerator and set them on the adjacent counter. Getting out a knife and cutting board, he began chopping them up, he back to Twilight.

   "You're more sentimental that I thought you'd be." She said.

   "Am I?"

   "Well, the way you were treating that machine that exploded, it looked like you actually cared for it. Like a pet or something."

   "Ah, well, I do. Strawberries?"

   "Yes please," She continued, "What do you mean 'you do'?"

   Michael turned around and put a bowl of fruit salad in front of her, then got a bagel, putting on it a thick layer of cream cheese.

   He sat across from her at the island, "Well, there's a special bond between a creator and his creation. It's silly, but it's easy to anthropomorphize something you've brought to life."

   "But it's not alive."

   He swallowed a bite of his bagel, "Are we? All biological beings are just bio-electromechanical machines. We're no different from that blender over there except we're more complex."

   "I can't believe that," Twilight said, shaking her head, "What about magic?"

   "Science has figured out much of physics, chemistry, and biology; give it time and we'll figure out magic too."

   She cracked a grin, "Now who's trying to take over the world?"

   Michael made a dramatic evil laugh and finished his bagel. He got up and started heading towards the front door, but stopped, and turned around, "You go ahead and finish your food. I'm going to go move the truck into the garage. Just meet me outside when you're done."

She nodded and continued working on her fruit salad. Within a few minutes, Twilight had finished her breakfast as well and left the kitchen. By the time she got outside, Michael had already gotten the truck into the garage and was busy putting the seats back into his Mitsubishi.

   Twilight noticed that the inside of the roof wasn't bowed in like it was before.

   "Your car: it's fixed?"

   Michael shook his head, "Not quite. I banged out the dent Rainbow Dash left, but I still need to find the paint to cover up the scratches.

   As soon as he was done installing the seats, he helped her in and then entered the car himself.

   "So," she asked, "Where are we going?"

   "The local Human Liberation Front is headquartered at the old stonecutter’s mansion, so we're going to go to a few places to get some supplies. After that, we'll come back here, rest a little, then head over there to see what we can learn."

   "Alright," said Twilight with an air of conviction, "Let's go."

   It was an unusually warm spring night.

   A good quarter of a mile away from the Human Liberation Front headquarters, Twilight sat impatiently in the bucket seat of the dark Evo as Michael peered through his binoculars.

   "Okay," Michael said, "the quickest way to the interior of the mansion is, predictably, the front door. But there's a guard there and it looks like there are at least four guards on rotating shifts. So, we can either tranquilize him or find another way in." He looked away from the binoculars at Twilight, "You wouldn't, by any chance, be able to make us invisible, would you?"

   "Sorry," She said, "I could try teleporting us, but there's a good chance you'd catch on fire."

   "Yeah... no," he said with a grimace, "So... tranq or find another way?"

   Twilight thought for a moment.

   "It's already Friday; we don't have much time. Let's go with the quickest way."

   Michael took out a pistol loaded with tranquilizer rounds and pulled back the slide, "Tranq it is."

   He started the engine on the Evo and drove into semi-circle driveway of the mansion. Twilight ducked down to remain unseen as Michael exited the car and walked over to the guard, looking confused.

   "Hey man, Can you help me out? I'm so lost. I'm coming from Vermont and-" The gun made barely a sound as the dart pierced the guards clothing and buried its tip into his chest; soon, he was completely unconscious. Twilight got out of the car and watched as Michael dragged him into a dark corner.

   "That was easy." she said, looking somewhat impressed.

   "Well, don't get too comfortable, there's still plenty of time for complications," Michael punched a code into the keypad and turned the handle opening the door to the dimly lit inner corridor, "Alright, let's try to get to the records room as quick as we can. But, until they catch on that something is up, we're gonna play it safe."

   She nodded, "Agreed. After you."

   "Ladies first."

   "You've got the gun."

   He conceded and slipped in through the door. As they sprinted along the walls, he turned to Twilight, "Great idea getting those slippers. I can barely hear you behind me."

   "Thanks," She answered in a pleased whisper.

   Slowing at the corners to check for guards, they were making great time through the building.

   "Michael," Twilight asked, "How do you know where you're going?"

   "...I pulled the blueprints earlier." He slowed down and approached the door at the end of the corridor, "We're here."

   Twilight watched as he quickly punched in a code into the keypad on the door. She wondered...

   They slipped inside the room and Michael turned on the lights and began rifling through filing cabinets.

   "Paper?" Twilight asked, "I thought humans stopped using paper for documents ages ago."

   "Most organizations do, but the HLF does everything on paper to keep the governments from hacking in. It's backwards, but it works. Now where are those plans..."

   A voice pierced the air, "Now, Michael, Why go through the trouble of looking for them and making a mess when you can just ask?"

   The voice was that of an older British man and it was from outside the room. But soon the man to whom the voice belonged stepped inside, into the light. Wearing a black suit and black shirt, with steely blue eyes and a short grey hair up top, he commanded a presence.

   Michael's face twisted into an intense mix of panic, fear, and anger.

   "You! Twilight, let's go!" he ran to another door on the opposite side of the room and opened it, only to be faced with the muzzles of several assault rifles.

   He put his hands up and backed away slowly until he was standing next to Twilight.

   "Twilight, if you've got any tricks up your sleeve, now would be a great time."

   The man pulled out a gun, leveled it at Twilight, and stepped closer, "I wouldn't if I were you, young miss. And besides, if the two of you came all this way to see what we've been up to, the least I can do is show you." He motioned for the guards to back up and the three of them walked through the door.

   The three of them walked slowly down a brightly lit corridor that looked newly built. Rather than the old style of the rest of the mansion, this part was more like a laboratory or a hospital; lots of white and brushed steel.

   "I must say, Michael, leaving your access code active was one of the best decisions I've ever made. It proved quite useful in tracking your movements through the mansion."

   Michael sneered at the man, "You know, as smart as you think you are, you're making one of the biggest villain clichés right now."

   "Well, I suppose the smart thing to do would have been to just kill you both, but I thought, 'hey, it's been a while since I've seen him; maybe we can catch up'." He shrugged, "In any case, and I hope you'll forgive me for yet another cliché, there's no hope for you two in escaping."

   Twilight was confused, "You two know each other? Michael, what's going on? Who is he?"

   Michael grimaced as the man looked at the two of them.

   "Oh, you mean you haven't told her?" said the man, feigning being hurt.

   "YOU SHUT UP!"

   Michael would have attacked him, but the guards turned around and had their rifles trained on him within an instant.

   The man motioned for the guards to continue, "Michael, please, show some restraint." He turned to twilight, "Forgive me, I've been remiss. I'm Dr. Alexander Colwell; biologist, nanoroboticist, and current head of the HLF. And Michael, well... Michael was a member here for almost a year some time back."

   Twilight stared at Michael in disbelief, "I thought you said you weren't a part of the HLF!"

   "I'm not. I was, but then I realized that nothing the HLF wanted would ever do any good in unifying this earth."

   They approached a room, "That's where you're wrong," Dr. Colwell entered his code, causing the white Plexiglas door to slide open, "What is in this room will do more to unify the world than you'd ever dream."

   Entering the room, Michael didn't know what to make of it all. It was a massive room, with lab benches, beakers, sinks and many Plexiglas containers, like a biology laboratory, but with computers and other specialized electrical engineering equipment that he had never seen before. In the far end of the room was a large transparent chamber. Guards moved around the room briskly, loading three small metal capsules, each the size of a can of soda, carefully into giant padded containers.

   Dr. Colwell approached Twilight and examined her. He looked at Michael, "You know, it's actually quite fortunate that you brought your little friend here along. Now you can see the fruits of my labor."

   Two of the guards then picked up Twilight and carried her over to the chamber. Michael tried to stop them, but another guard jammed the butt of his rifle into his gut, making him double over.

   Colwell crouched next to Michael, "Now, don't worry, she'll be fine..." He got up and walked over to a control panel near the chamber and started working the controls "Although, that wholly depends on your definition of 'fine'. See, the ponies had a wonderful idea, converting humans so that ponykind can continue their way of life. But, to be honest, I rather like being a human."

   "So stay a human and leave others be." Michael said in a groan as he pulled himself up to watch the Doctor.

   Smoke began to fill the chamber, "Ah, yes, believe me, I will stay human. In fact, I consider my humanity to be a blessing. And you know what they say about blessings? You should share them."

   All too quickly, through the shroud of smoke, Michael could hear Twilight scream.

   This time no guard could stop him. Ran around the lab bench over to Dr. Colwell and picked him up by the collar "STOP THIS! Whatever you're doing to her stop it now!"

   She soon stopped screaming and he could hear her fall to the floor.

   "Too late, my boy," Colwell said in his ever-so-slightly gravelly voice, "What's done is done. In a minute, the nanites will decompose in her body, completing the transformation."

   Michael dropped the doctor and realized what had been done.

   "You- you didn't."

   "Oh, I did." the doctor casually walked over and picked up one of the steel capsules from the storage case. He held it up to the light, admiring his handiwork. "I've taken what ponies and science have created and reversed the process entirely. Not only that, I've improved upon it. From human to pony takes fifteen minutes; from pony to human takes only thirty seconds. Just one of these capsules is enough for a several large cities, but all of them, all at once... Well, let's just say 'Equestria' will be a bit of a misnomer."

   The doctor sighed as he placed the capsule back into the storage case and patted it, like a pet, "The joys of nanotechnology..."

   Soon the case was wheeled out, and the doctor sent the guards to escort it.

   They were alone.

   As the smoke started to clear, Michael stared at the doctor with such vitriol as to melt metal.

   "You're a monster."

   "Am I?"

   "You're damn right you are! Genocide! That's what you're doing! Genocide!"

   "No one will die."

   "Excuses! You are wiping out an entire species! An entire genetic history! As far as nature is concerned, you might as well be killing them! You're a biologist for fucks sake! How can you not see this?!"

   Dr. Colwell ran at Michael, grabbed him, and slammed him against the wall, "THEY STARTED IT! My daughter was going to be a doctor but she quit and became a pony!"

   "She made that choice on her own! You knew that!"

   "She was only 18!"

   "It was her right!"

   The doctor shook Michael, crying, "I'm her father! What about my rights?! I lost my daughter to them because of the sins of humanity. You must know how I feel! Don't you remember what you were like when that girl of yours, Irene, when she got ponified? You were just like me. We lost them both because of the sins of humanity. Well, now all of ponykind can suffer through this world."

   Soon, the cloud of nanites had completely disintegrated and Michael saw a Caucasian woman with purple hair lying in a heap on the floor. The door of the chamber hissed open.

   "Ah," laughed Colwell, "Toasts done!"

   Michael couldn't control himself any longer and, with no guards there, he didn't have to. He wound up and laid a punch across Colwell's face, sending him sideways and to the ground, unconscious.

   He rushed into the chamber and sat her up; she was out cold. Taking off his jacket, he covered her with it, carried her out of the chamber, then lied her down across an empty lab bench.

   Michael then grabbed the Doctor by his suit jacket and dragged him into the chamber, closing the door. Standing at the control panel, he activated the intercom into the chamber, "Wake up, Doctor!"

   Colwell jerked up and started looking around. Upon realizing he was in the chamber, he began pounding on the glass, "Let me out!"

   "Oh I don't think so." Michael said into the microphone, "Tell me, have you ever tried the nanites on humans?"

   A look of panic streaked across the doctor's face, "No, You mustn’t!"

   "Oooh, see, that sounds like it didn't work out so well." Michael leaned in towards the glass, "Tell you what, you tell me how to stop the nanites, and I'll consider letting you go."

   "No! Never!"

   He began the nanite dispenser warm-up sequence.

   "Please! Stop! I'll be killed! They'll disintegrate me!"

   "Then you better start talking!"

   "ALRIGHT! Salt! If the nanites are exposed to salt they become inert and decompose!" Dr. Colwell, pressed himself against the glass, "Please, shut it off..."

   Michael turned off the machine, but did not unlock the door.

   "Now, when and where are the capsules going to be released?"

   "Day after tomorrow; Cloudsdale, Phillydelphia, and Canterlot."

   "How are they getting there?"

   "We have agents. Two earth ponies and a Pegasus. They're leaving tonight with the capsules. In fact, they should already have the capsules." Colwell slumped against the wall of the chamber, defeated.

   Michael looked around at the lab, "Doctor, you designed the nanites?"

   "What?" he looked at Michael, confused, "Yes, all of it. From the bottom up. I'm the only one who understands how."

   Michael sighed and looked at the old man.

   "I'm sorry."

   He reactivated the warm-up sequence.

   Colwell realized what was going on, "No! Stop! Please! I'm Sorry! I made a mistake! I won't do it again!"

   "I'm sorry, Doctor, but I can't believe that. Even if you were telling the truth, the knowledge you have is too dangerous to take that chance."

   Doctor Colwell once again sat against the wall. There was a bit of silence as while the dispenser warmed up again.

   "I understand." he said, solemnly. "Michael?"

   "Yes, Professor?"

   "I'm sorry. No one should have to be put in the position you are now. I'm sorry. I'm so sorry."

   Michael was silent as his own tears began flowing.

   The professor checked his watch, "The guards are all gone by now. Your code still works, so set the self-destruct for the mansion and leave now. Take her with you."

   He nodded and began setting the self-destruct for ten minutes; enough time to get out of the mansion.

   "Oh, and Michael?"

   "Yes?"

   "If you happen to ever get ponified yourself and meet my daughter, please don't tell her about this. Tell her I died in a lab accident. Yes. A lab accident. Let’s make this my dying wish."

   "Of course."

   "Goodbye Michael."

   Michael paused, choking back some tears, "Goodbye, Professor."

   With that, Michael picked up Twilight, and began running. As he ran down the hall, he could hear the professors scream and then hear it stop abruptly.

   He was gone.

Chapter 15

Her eyes slowly opened as sunlight filtered through the bedroom window.

"I'm back at Michael's house; in my room. Was it all a dream?"

She tried sitting up, but her arms felt-

Twilight screamed as she held the two cream colored limbs in front of her.

Asleep on the floor, Michael bolted up and rushed to her side.

"Take it easy, Twilight, You're okay!" He said, putting his hand on his shoulder.

"Okay?! You call this okay?!" She waved her new extremities around, "Michael, I have arms! Why do I have arms?!" Another look of panic streaked across her face as she desperately felt around her head for her horn. She slumped over and sobbed, "It's gone... it's gone..."

Instinctively, Michael leaned over wrapped her in his arms, gently rocking with her, "Shhh, its okay... It'll be alright..."

Bleary eyed, she looked up at him, "Michael, What happened to me? Everything is so hazy..."

A lump formed in his throat, "Dr. Colwell had come up with a way to change ponies into humans. You're... You're human now."

Twilight's crying intensified. He held her tighter.

"It's okay. Calm down. Everything will okay. We'll get you changed back, I promise." He held her at arm’s length and made eye contact with her, "But Colwell's plan is already in motion, and you've been out for a while so we don't have much time. We have to deal with that first, but before that, we need to get you used to that body of yours. Okay?"

Twilight nodded and wiped away her tears with her forearm.

Michael smiled, "Hey look at that, Less than five minutes with arms and you've already putting them to use!"

She smiled weakly. It was a sad excuse for a joke, but she was grateful in his effort to cheer her up.

"Alright," he said, "Now, try moving your hands and fingers."

She could rotate her wrists easily enough, but the fingers were another matter. Twilight stared at the digits at the end of her arm; they were as foreign to her as knees to a shark.

"How do I even move these?" she thought.

Michael picked up on her frustration and grabbed one of her hands. Pulling a pen out of his pocket, he placed it in her palm and wrapped her fingers around it, "This is what it feels like to grab something. Can you try and open your fingers?"

Her fingers stayed still, "I can't."

Removing the pen from her hand, he sighed. "Even though she's never had fingers before, she should still be able to move them. Maybe it's some kind of mental block..." he thought to himself.

He got up, walked to the end of the bed, reached into his back pocket-

"Catch!"

-and gently lobbed his wallet at Twilight. Instantly, her hands moved to intercept it, her fingers wrapped around its black leather exterior.

Michael smiled as she let go of the wallet and stared at her hands, flexing her fingers.

"Your body knows how to move: don't over-think it." He walked back over to her and extended his hand out to her, "Let's get you on your feet."

After an hour more of training, enough to get Twilight to a state where she could walk around without tripping over herself, Michael left her to practice on her own while he got her some clothes. After another hour, Twilight was beginning to feel comfortable in her own skin.

As she walked around the empty house in a borrowed set of Michael's pajamas, she touched everything. Even though nothing in the house was unfamiliar to her, now that she could grasp them, feel them, it was as if it was a completely different world. The slight bumpiness of the plaster walls, the coolness of the hardwood floors; every new texture like a splash of color on a previously black and white world.

Even though she loved feeling the living room's high pile carpet between her toes, it was her hands that truly fascinated her. Twilight marveled at the dexterousness of her fingers and how sensitive they were. Seeing a model car inside a glass display case, she opened it and picked up the car, opening the tiny doors and using her nail to lift the hood open.

As the front door opened and closed, Twilight called Michael over to her.

Setting down the bags of clothes, Michael watched as she opened and closed the doors on the car repeatedly, then started turning the tiny steering wheel, watching as the front wheels turned accordingly.

"Everything alright?" he asked.

The expression on Twilight's face was that of a child in a room full of toys, "I can't believe how precise human hands are! I mean, we can move things with our magic, but I'm not sure even the Princess could manipulate something so small. This is really something!"

Michael picked up another model car and began fiddling with it too, "I think that's why human technology is so much more advanced than pony tech."

"I don't follow."

"It was our hands that let us make and use more and more precise instruments. You need thumbs to really use a screwdriver, or a soldering iron, or most tools." He set the model car back in its place and picked up the bags, "Anyway, since neither of us knows your size, I kinda had to guesstimate."

Twilight grabbed the bags and bounded up the stairs to her room. Smiling and somewhat chuckling to himself, Michael shook his head and casually climbed up after her, sitting against the wall in the hallway outside her door.

After nearly ten minutes, he called out to her, "Are you done yet?"

"Almost!" she answered through the closed door. Soon after, the it opened and Twilight stood in the door-frame. Wearing a long dark purple skirt, dark purple sleeveless sweater, and a light purple buttoned up shirt untucked underneath, she looked herself over.

"I like it," she said, smiling.

"Did you notice the colors?" he asked, standing.

Twilight smiled even more emphatically, "I did. Thank you." She looked down at her feet, "But I thought women typically wore heels; what are these?"

Michael laughed, "Those are called flats. I don't think you're quite ready for heels just yet."

Shooting him a look of indignance, she went back into the room and began migrating the contents of her saddlebag into a purple messenger bag.

"By the way," she started, "These are a surprisingly good fit; How did you guess my sizes so well?"

Michael shrugged, "Luck, mostly, but you're about the same size as my sister, so I had at least that much to work with."

Twilight turned to him, surprised, "You have a sister?"

"Yeah, actually, we're meeting with her today," he looked at his watch, "Whoa, look at how late it is. We need to get moving. You finish getting your stuff together; I'm going to get a few things from my lab and I'll meet you at the front door."

As the two of them walked down the dark alleyway, Twilight reached for Michael's free hand. Without her magic, she felt completely defenseless and vulnerable. As she looked up at him, he turned his head toward and smiled, tilting it slightly so. It was as if he was saying, "Don't worry, everything is going to be alright. I'm here; Just-"

"-stay with me."

Twilight snapped out of it, "W-What?"

Michael pointed at the large wooden door, "I said, 'just stay with me'."

She hadn't noticed it, but they had arrived at their destination.

Michael temporarily set down his black briefcase, pulled open the door, and led her inside.

The interior was almost all dark wood. The only non-wood was the aged cream walls and the gold rail that went around the bar. A young Japanese man, wearing a black vest and tie, stood between the bar and the wall of liquor behind it, "Welcome to Eden Hall, What can I-" He interrupted himself, "Michael? It's been a while. Can I get you a drink? Vermouth or maybe a port?"

Michael sat down at the bar and motioned for Twilight to sit next to him, "Honestly, Ryu, I haven't been here for nearly a year and you still know what I like." Michael turned slightly on his stood towards Twilight, "Ryu, this is Twilight. Twilight, this is Ryu Sasahara. He is, without a doubt, one of the best bartenders in the world."

Ryu bowed slightly, "A pleasure to meet you."

Twilight dipped her head, "The pleasure is mine."

Ryu turned to Michael, "So what can I get you?"

He thought for a moment, but shook his head, "I'm not sure right now. Why don't you decide for me?"

"As you wish," the bartender turned to Twilight, "And you?"

Twilight quickly looked around for a menu, but couldn't find one, "I don't know. I've never been to a bar before."

Ryu smiled, "That's perfectly fine. What is your favorite food?"

Twilight thought, then replied, "Apples."

He considered her reply for a moment, then smiled, turned around and reached for a bottle. Turning back around, he produced three brandy snifters and filled them with an amber liquid.

Michael smiled, "Calvados. Perfect. But why three glasses?"

"Because Alexis just walked in and is trying to sneak up behind you."

Michael spun around in his seat to see his sister, dressed in a black leather catsuit and five inch heels, her brown hair hanging past her shoulders.

He grimaced, "You didn't just get off a job, did you?"

She laughed, "And lead the cops straight to one of my favorite bars? I wouldn't dream of doing that to poor Ryu!"

Ryu casually looked up from the glass he was cleaning, "Thank you."

Alexis spotted Twilight and immediately walked up to her, draping herself over her shoulders, and giving her a squeeze, "And who are you? Don't tell me you're here with him?" She thumbed towards Michael, "Why don't you come play with me instead?" she purred in Twilight's ear.

Twilight visibly shuddered and Alexis broke away, laughing, and sat down on the other side of her brother, "You know, you two are so much alike, I can already tell you're made for each other. C'mon, let’s drink."

Michael rolled his eyes at his sister as Twilight blushed slightly behind him.

As they each took a drink, Michael watched as Twilight set down her glass. He stared at her in anticipation, "Well?"

"I like it. It tastes like apples and pears."

Michael smiled, "Ryu, you've done it again."

Another smile crept across the bartender's face.

Alexis set down her glass and took out a photograph of herself, another woman, and a young teenage boy, "Here, Sammy had a piano recital, otherwise he would have come too, but he sends a big hug."

"Where's the recital this time?" Michael asked.

"Some Swedish city I can't pronounce."

"Sweden? Paige must loving every minute of it," he remarked sarcastically.

She continued with the sarcasm, "Oh, absolutely looooving it." She took another drink, "She made Sam promise to book Rio next."

They both laughed.

Michael stared at the picture, "You're doing a great job with him, you know that right? Mom and dad would have been proud."

Alexis sighed, "Yeah, I know, but he misses his uncle.  As much as he loves music, he really connects to technology like you do."

"I know, I know. After this, I'll come and spend a month with you guys, I promise."

Alexis punched him in the shoulder, "You better."

Michael laughed, "So were you able to get the helicopter I asked for?"

Alexis smile smugly and unzipped the top of her catsuit, revealing her cleavage, and reached in, pulling a set of keys from between her breasts. She handed them to Michael, who held them with pinched fingers.

He grimaced once more, "Honestly, I wish you wouldn't do that."

"Yeah, but I wanted to try and get a rise out of Ryu; he's so calm."

Ryu calmly continued cleaning a glass, "I'm immune to your feminine ways, you know that. And I don't think your wife would appreciate you doing that, either."

She put her hands up, "Yeah yeah... honestly, you're worse than Interpol." she turned to Michael, "So what have you got for me this time?"

Michael lifted the briefcase and put it on the bar, opening it, "High speed wrist mounted grappling gun, Omnivision goggles, and a two packs of low-noise impact explosives."

Alexis squealed, "New toys! Oh! And I know just how to use them, I-"

Michael covered her mouth, "Plausible deniability, I don't want to know what you're next thieving escapade will be."

Alexis took another drink, "Speaking of escapades, you know I'll steal anything for you, but a stealth helicopter? Aren't you usually a driving kind of guy?"

"There aren't any roads to where we're going."

"No roads? Michael, what’s going on?"

He looked around and after explaining to Ryu that nothing said could leave the four of them, he explained the situation.

Alexis stared at the two of them, then focused on Twilight, "You mean she's a-"

"Yes. Well, was. And all of Equestria is going to be in a lot of trouble if we don't get moving. So, I'm sorry, but we'll have to make this short and sweet."

Alexis got up, "Alright, well, the chopper is right outside."

"Outside?! I thought you said you weren't at a job?!"

"I wasn't, I parked on top of the old hospital for a few hours before I brought it here."

Michael sighed, "Alright, well, let's see it."

As they exited the bar, he saw it. It was black, angular, and small, just big enough for two people sitting in line with the tail rotor behind them.

"Its perfect." he fished the keys to the Evo out of his pocket and handed it to his sister, "Can you take my car home?"

"Yeah, sure."

"Thanks."

As Michael got into the helicopter and prepped it for takeoff, Alexis called Twilight over to her next to the car, "Twilight?"

"Yes?"

Alexis gave Twilight a gentle squeeze of a hug and let go almost as quickly as she had started it, "My brother is smart, but sometimes he does dumb stuff. I want you to take care of him. I saw you blushing earlier, so I know how you feel. Don't worry about it. He'll realize soon enough."

Michael called from inside the helicopter, "Twilight, you ready?"

Twilight nodded and climbed on board.

As they took off, Alexis called from the ground, "Good luck!"

Michael though she was looking at the two of them, but Twilight knew who she was looking at.

Chapter 16

The helicopter soared across the twilight sky, its presence made known to the world only by a crisp silhouette against the last remnants of the crimson sunset pouring over the ocean's horizon.

As they approached the island nation, a small tingle raced down Twilight's spine. She clicked on the Black Comanche’s intercom.

"Did you feel that?"

"Feel what?" Michael spotted a zeppelin stationary in the distant sky, high above the water, "Hey, I think the barrier is up ahead."

Twilight gasped, "That must be it! I sensed the magic from the barrier! My magic! I still have my magic!"

"That's fantastic!"

As they drew ever closer, Michael saw a gap open in the barrier for the airship to pass through. Two pegasi with blue manes and gold armor hovered at either side of the gate. A unicorn on the other side of the barrier stood in a hot air balloon, manipulating the gate. They were closing in.

"Hang on!" He shouted as he pushed the control stick forward, sending the helicopter screaming towards the barrier at full tilt.

They streaked across the sky, but-

"SHIT!"

there wasn't enough time. Michael pulled the stick as far back as he could, flipping into a complete reverse tilt. As the air pressure from the rotors slammed against the now solid barrier, they stopped sharply and leveled off, hovering mere feet from the magical shield.

The armored pegasi approached the helicopter, but did not cross under its spinning rotors; either unable or unwilling to deal with the massive downforce of the stealth craft. Michael rotated the aircraft, pointing it at the guards now hovering on one side of the gate.

"Michael, those are Celestia's guards. Is there any way I can talk to them?"

"Turn the knob marked 'COMM' to 'Out'."

Twilight turned the knob and clicked on her mike, "I am Twilight Sparkle. We're on a mission for the princess. It is imperative that you allow us through immediately."

The two colts grimaced and shook their heads.

"Please, it is of the utmost importance that we are allowed through! Lives are at stake!"

Again, the colts shook their heads.

Twilight clicked the comms back to intercom mode, "I don't understand; why aren't they listening to me?"

"They don't believe you. You're human now, remember?"

Twilight became acutely aware of the hands she was so fond of only hours ago.

"Alright," Michael said sternly, "My turn."

He primed the Gatling gun at the front of the helicopter, its high speed spin emitting a pitched metallic whine. While it was, ostensibly, a stealth helicopter, the Black Comanche’s heritage was a long line of attack helicopters.

He turned the comms dial, "Alright, Listen up! The lives of every pony in Equestria are at stake here! You are going to let us through or I am going to unleash every single bit of hell this chopper has got at that gate until it goes down. And it will go down!"

Still, the guards remained steadfast and shook their heads.

"You asked for it!" Michael swiveled the chopper around and pointed the nose directly at the gate. The gatling gun at the front screamed as round after round erupted from it, hammering away at the gate, sending percussion waves through the magical door. The horn of the unicorn on the other side glowed furiously as it tried to sustain the gate.

Twilight tried to sense the strength of the gate, "You've almost got it!"

"Well let's finish it!"

Pulling away from the barrier, Michael flipped up a plexiglass cover on the control panel, and armed the missiles. Locking onto the gate, he pressed the red button near the hat of the control stick.

In an instant, four dozen stinger missiles erupted from the sides of the helicopter and streaked across the sky, leaving trails of smoke behind them. Immediately understanding the magnitude of the incoming attack, the guards flew away from the target as fast as they could, but as the missiles hit, they were caught by the blast and sent tumbling across the sky.

As the smoke from the barrage of explosions began to clear, it quickly became apparent that they had done their job. The gate was gone and the unicorn who had been producing it from behind the barrier was unconscious, slumped over the edge of the hot air balloon basket.

Michael hollered in excitement, "Oh man! Did you see that?! I mean I've seen some big explosions before but wow!"

Twilight clapped behind him, "That was amazing!"

Seeing the two pegasi ascending, their wings and manes singed from the explosion, Michael smiled and gave them a mock salute as he tipped the nose of the helicopter down and raced through the opening.

But something was wrong.

Shortly after they crossed the threshold of the barrier, the helicopter lurched to the left and began diving.

"Michael! What's going on?!"

There was no answer.

Twilight screamed, "Michael!"

It was no use, he was out cold.

"ALTITUDE ALTITUDE: SIX THOUSAND FEET, FIVE THOUSAND FEET, FOUR THOUSAND FEET..."  The voice of the helicopter's computer squawked through her headset.

Soon, the forest was visible through the cockpit windows as the helicopter spun wildly at odd angles.

"If I don't do something, we're both going to die!" Twilight thought, "My magic!"

Visualizing the helicopter, Twilight began to focus on it.

"Concentrate..."

Her hands began to glow as the helicopter slowly stabilized and it’s decent halted.

Twilight opened her eyes, "I did it!" she screamed.

A groan came over the intercom, "What the hell just happened?"

Twilight sighed in relief, "Oh, Michael, you're okay! Thank goodness! You passed out as we crossed into Equestria."

Michael looked around and realized he wasn't holding the control stick. Quickly grabbing it, he checked the gauges on the board.

"We're still airborne!"

"Yeah, it was rough, but I managed to keep the helicopter steady with my magic."

Michael laughed, relieved, "Twilight, You are amazing! I could kiss you!"

Blushing, she cleared her throat, "Yes, well, we need to hurry. We haven't much time. We still need to get to Canterlot and then find the nano-machine capsules."

"Alright," Michael yelled, "Allonsi!"

With Twilight's navigation, the helicopter screamed across the sky until the Royal castle in Canterlot came into view.

As Michael circled around the castle, looking for a place to land, more of the royal guard appeared, tailing the helicopter.

"Ugh, not again," he scoffed, "It doesn't matter; they can't keep us from landing." Michael brought the craft to a hover above the stone bridge leading to the castle entrance.

Suddenly, all of the pegasi flew out of view.

Michael looked around the canopy of the cockpit, "What the- Where did they go?"

"ALTITUDE ALTITUDE: TEN FEET, EIGHT FEET, ELEVEN FEET..."

Michael pounded his instrument panel, "What do you mean 'Altitude'? We're hovering!"

Twilight looked around her control panel and saw a screen with a dial under it labeled "front", "back", "left", "right", "below". She turned it to "below".

"They're under us!"

"Oh, C'mon!" he yelled , annoyed, as he pitched the chopper forward and sped off, trying to lose his new found escorts.

Weaving between the castles towers, he couldn't shake them. As he approached the next set of towers, a white blur flew up in front of them and out of view. Trying not to run into whatever almost hit them, Michael, again, put the helicopter into what he was beginning to call "the stomach press" and brought it to a halt.

As the nose bobbed back down, the white object floated into view.

"It's the Princess!" Twilight cried, overjoyed to see a familiar face.

Michael watched as the guards surrounded them once again. He turned on the loudspeaker, "Princess, it's me, Michael. Can you tell these guys to give us some room so we can land?"

Celestia motioned for the guards to back away and Michael went back to the bridge, landing.

As the rotors slowed to a stop, the canopy of the cockpit swung up and open. Ripping off the stuffy helmet and air mask, Michael and Twilight climbed out of the helicopter and ran to the Princess who was standing nearby.

Michael was the first to speak, "Princess! We need to move quickly, there isn't much time. The HLF, they've-"

He immediately understood that the princess hadn't heard a word he had said. She slowly approached Twilight, sadness filling her eyes.

"Twilight?"

Twilight bowed her head, her purple hair falling from over her shoulders, "Yes, Princess."

Celestia immediately put her head over Twilight's shoulder as her prized pupil wrapped her arms around her mentor’s neck.

The princess began to cry, "Oh, my dear sweet Twilight... What has happened to you?"

Tears began to flow from Twilight as well, "It's a long story, Princess..."

Chapter 17

Michael and Twilight trailed behind the princess through the great halls of the castle. Twilight looked around at the ornate yet simple design of the interior.

"It feels like a lifetime ago since I've been here."

Michael nodded without thinking. He felt numb. Before they had left, Michael all but assured the Princess of Twilight's safety.

"I'm trusting you with the life of my star pupil."

Celestia words rang through his mind like a shot in a cavern.

True enough, Twilight was alive and unhurt, but this was not how things should have been.

She was supposed to be walking on four legs, not two.

She was supposed to have hooves, not hands or feet.

She was supposed to be a pony.

Instead, she was human.

He knew the reunion between Twilight and the Princess was going to be hard, but-

The ex-pony put a hand on his shoulder, "Michael, are you alright?"

He looked up to her as she walked alongside him, "Huh? Oh, yeah."

"Really?" She said, sarcastically, "Because you've been staring at the carpet for a while now."

Michael's eyes softened as he feigned a smile, "I'm fine. Just... tired. It's been a long past few days, y'know?"

Twilight looked away, "Yeah. It has."

It was a little while longer before they reached their destination. Celestia opened the mighty doors and motioned for the two of them to follow her in. The room was massive; all but one wall was lined with shelves upon shelves of books, the ceiling was glass, and on the remaining wall was a fireplace flanked on either side by glass doors leading out to a large marble balcony overlooking the palace gardens.

"This is my study," explained the Princess, "Please rest here while I get your friends."

Michael's dread grew.

"Her friends... Oh god, her friends..." He slapped himself mentally, "Get a grip, Michael! There was nothing you could have done!"

His doubt chimed back in, "But going back to the mansion? That was stupid! It was too risky and you knew it! But you chanced it anyway! What did you think you were? Some kind of super-spy?"

"But if you hadn't gone you would have never found out about the nanites!"

"And Twilight would still be a pony!"

"But the rest of Equestria wouldn't have been!"

"You couldn't have known that!"

The war continued as Michael walked over to the cart left by one of the servant ponies and poured himself some tea. Holding the saucer underneath the china cup, his hands began to shake. He forced them steady and took a sip of the tea, trying to push out the terror in his eyes and bring back at least some of the calm and cool composure he had only days before.

Setting down the teacup, Michael walked outside to the balcony and leaned on the marble railing. Crickets sang deep into the night as the moon and stars provided most of what little illumination was present.

He took in a deep breath, smelling the air, still fragrant with the scent of flowers in bloom. He needed to calm down and clear his head before he had to face Twilight's friends.

Michael felt the soft touch of a hand on his back and soon saw Twilight leaning on the rail beside him.

"What's wrong? You've been acting weird since we got here."

"It's nothing. Don't worry about it."

"Michael, please, what is it? You can talk to me."

He pictured himself right then and there and felt like he was staring at some gloomy teenager. Still, he let out a sigh and...

"...Your friends. They'll be here soon and, well..."

Twilight began to pick up on what he was trying to say. She looked at her hands.

"Oh, yeah, I hadn't thought about that,” she said softly.

There was a brief silence between them before Michael spoke up again.

"Twilight, I'm so sorry. This never should have happened."

Twilight was taken aback. It never occurred to her that Michael considered her being human as something he was responsible for. Like it was some malady he had caused her.

"You have nothing to be sorry about; this wasn't your fault. We were caught off guard and-"

He cut her off, "It doesn't matter."

"It does matter," She turned and looked out into the distance, "You know, a wise old stallion once told me that a cloud has two sides: a light and a dark with silver lining in between. So what if I'm human now? For the first time, I'm experiencing so many things I never would have been able to as a pony. Not only that, but because we went to the HLF's base, we found out about their plans."

"You might forgive me, but what about Fluttershy and Rainbow Dash, and the others? You're their friend and because of me you're almost unrecognizable to them."

Twilight put her arm around Michael and closed her eyes, leaning on him, "But only on the outside. Don't worry; they’ll understand."

"Yeah," he laughed a little, his stress relenting, seemingly siphoned off by her touch, "I guess you're right. Besides, It's not like you being human is permanent."

Twilight remembered back to what Michael's sister told her. She leaned in a little closer…

"It could be..."

Michael's face went flush then turned red, but before he could respond, they heard the room door open.

"Michael! Twi! Where are ya?" Applejack's voice called out in its usual country twang.

Twilight opened her eyes and made a face as if to say "Of course they have to arrive now."

Michael sighed, "We're coming..."

As he turned to walk towards one of the glass doors, Twilight gently grabbed his arm.

"You should go in ahead of me and give them a heads up in case the Princess didn't tell them."

Michael nodded, "Yeah, good idea."

Stepping out of the dark balcony and into the room, he waved meekly at the group of ponies, Irene included.

"Hey," he asked, "Where's the Princess?"

Applejack stepped up, "She said she'll be with us in a minute. Went ta go get someone..."

Pinkie Pie looked around wearing a confused look, "Wait a minute; where’s Twilight?"

"Yeah," Rainbow Dash chimed in, "Wasn't she out there with you?"

Michael sighed, "Look, ladies, there's something you need to know."

"Well, what is it, darling?" interjected Rarity, "Whatever's the matter?"

Michael squirmed, "About Twilight, well-"

"Is she alright?" asked Fluttershy.

"Yeah, she's fine, it's just..." he said, trying to sound reassuring as he searched for a way to put it that wouldn't sound horrible, "She's a little different. I'm going to call her in now, so, and I mean this in the best possible way, you may want to brace yourselves."

The ponies all exchanged worried looks as Michael turned towards the balcony doors, "Twilight, They're, uh... They're ready for you."

"Alright..." She called back.

After a moment, Twilight stepped into the light.

The room was silent with everypony present in a state of shock. Not even a gasp emerged from the dropped jaws of Twilight's friends.

Michael cringed at the situation as a whole.

"Hey girls, how’s it going?" Twilight said cheerfully, trying to break the silence.

The deadness remained.

She sighed, "Look, I'm fine. I'm-"

"You're NOT Fine! You're a monkey!" burst Rainbow Dash.

"Hey!" Michael exclaimed, offended.

Rarity scolded the blue pegasus, "Rainbow Dash! A little decorum, please!" She turned to Twilight and approached her with a smile, "I'm sorry Twilight; She's just a little shocked. We all are."

"I know; I was too. Why don't we sit down and Michael and I can catch you up. There have been some startling developments in relation to my... transformation."

The princess and a smaller, dark blue pegacorn walked into the room.

"Yes, let's," said the Princess.

All of the ponies kneeled; Michael and Twilight bowed gently.

"Princess Celestia, You've arrived just in time." said Twilight, "Though, I wasn't aware you'd be bringing Princess Luna with you."

"Those in danger are as much her subjects as they are mine. It seemed only right that she be involved as well."

"Of course, your highness."

Luna took a slight step back behind her sister, "Those are humans?"

Celestia let out a small laugh, "Yes, Luna." She turned her attention to Michael, "Michael, would you mind coming over here for a moment? I'd like my sister to see what a real human is like."

Maybe it was Michael's imagination, but he felt like there was some amount of special emphasis on "real".

He walked over and bowed, "Hello, Princess Luna. I'm Dr. Michael Frost, Professor of Applied Mechanics at Princeton University."

The mare inched forward, then bowed, "A pleasure to meet you, Professor."

"The pleasure is mine, Princess."

Princess Celestia gave Michael a look that was part amusement, part indignation, "My, I don't remember such treatment when you first met me. Where's that cocky swagger from before?" she said, smiling.

Michael returned with a sigh and a look of tired resentment, "Princess, under normal circumstances I would be more than willing to entertain you with some witty wisecracks but, honestly, I have neither the drive nor the energy to banter with you." The last few words came out slightly punctuated, as if spat out. He motioned to the ring of pillows on the floor, "Can we just get this done with?"

Everyone except Twilight, Celestia, and Irene stared at Michael in absolute disbelief of his cavalier attitude towards the Princess. Even Luna was shocked.

But Irene knew.

"There's only so much a person can take..."

So did Twilight.

"...Only so much they can bend outside their comfort zone...”

And so did Princess Celestia.

"...Before they begin to break."

The three of them understood, each in their own way, with their own reasons, that Michael was pushing against his limits.

They knew that Michael was about to break.

Chapter 18

The cushions in the room were rearranged into a semi-circle with the open side facing the two pillows where Michael and Twilight would sit. While most of the ponies each had their own small pillow, the two princesses shared a single large one in the center of the arc, with Princess Luna snuggled up next to her older sibling. Taking their seats in front of the small crowd, Twilight folded her legs beneath her and sat up straight while Michael sat cross-legged and slouched a bit, his head drooping somewhat.

"Twilight," started Princess Celestia, "Why don't you and Michael tell us what happened."

Twilight nodded, "Of course, Princess." She turned to Michael only to see him put his hand up slightly, his palm facing her.

"You go ahead," he said wearily.

Twilight hesitated, then nodded, and began her account on the night of their departure to the HLF mansion.

For Michael, it was a night he wished he could forget, but hearing the evening's events as she saw it, it really sounded like some sort of spy novel; full of action, suspense, and intrigue. As he watched her spin her tale, he couldn't help but feel a small swell of pride wash over him and relieve some of his anxiety, like a small wave clearing away footprints in the sand.

Irene watched too, but she wasn't watching Twilight; it was Michael whom she focused her attention on. It had been so long, and much had changed, but she tried reading the face that was once so familiar to her. He was tired, that much was obvious, but there was something else about him. Irene scrutinized him further but, after a few moments, she began to wish she hadn't. It was the small things that gave it away; his eyebrows were raised a bit, one corner of his mouth crooked slightly so, his breathing slow and deep, and his eyes always on her. The realization that this was how Michael looked when he had feelings for someone wasn't the cause of her regret. What really made her kick herself was that it was only now that she realized that this was the same look he had given her, that he had always given her, until only recently.

"That's when we were caught," Twilight explained.

Applejack cut in, "But if you avoided all them guards, how did they know you were in the records room?"

There was a pregnant pause as Twilight quietly panicked. She had tactfully left out how Michael knew the code to the keypads, hoping they would assume he got it from the guard at the front door. Now on the spot, she desperately tried to think of anything to say other than "They tracked Michael's access code".

Michael straightened up, his face stolid.

"They tracked my access code."

Rainbow Dash immediately caught on, "What do you mean 'your access code'? Why do you have an access code at the HLF?"

"Because I used to be part of the HLF."

Everyone gasped, for the exception of Twilight, whose panic was only visible as a nervous smile.

Again, Rainbow Dash took the lead, "I knew it! I knew something was fishy about him!" She pounded a hoof to the ground, "He's probably a spy! Sent here to destroy Equestria from the inside out! He's probably the real reason why Twilight is a Human!"

"That's not true!" shouted Twilight, jumping to Michael's defense.

While most of the ponies remained silent, both Applejack and Rainbow Dash created enough of an uproar on their own, that Princess Celestia had to stand and open her wings to full spread in order to get their attention.

"Girls," she said sternly.

The two mares understood her meaning and took their seats once more.

As she sat back down, Princess Celestia turned to Michael.

"Michael, I understand why you chose to keep your past membership with the HLF from us, but I'd like to know why you joined in the first place."

Twilight, knowing it was a touchy subject for Michael, nervously cleared her throat and interrupted her mentor, "Princess, with all due respect, considering our current time constraints, I think it would be best if I continued my account of what happened."

The white pegacorn nodded, "Yes, of course, however," again she turned to Michael, "I'd like you to finish."

Michael nodded. He understood: this was her test. She would listen to him, but keep one eye on Twilight. This was how she would see if she could still trust him.

He sat back down.

"After we were captured at the records room, the leader of the HLF, Dr. Colwell, and his guards escorted us to the laboratory."

Irene opened her mouth to say something, but quickly quashed it. However, not quickly enough, it seemed, as Celestia’s attention quickly focused on her.

"Shimmer? You were going to say something?"

“Shit,” she thought, “She saw me."

She turned to Michael, "I was just going to ask if it was the same Dr. Colwell who nominated you for the teaching position..."

He nodded once, "Yes, the same. Anyway-"

"Wait a minute!"

Michael grimaced. Again, he was under the scrutiny of the technicolor pegasus.

"You knew this guy?"

"Yes, he was my mentor."

"Your-!" she started, but Celestia put a hoof up in the air.

"Michael, please, go on."

He took a deep breath and continued, "Dr. Colwell and his guards escorted us to the laboratory. Then his goons took Twilight and put her into a chamber. I tried to stop them, but the guards had me pinned."

"Twilight," Celestia asked, "What happened to you after that?"

Twilight's head drooped gently, "I- I don't know. The chamber started filling with this strange smoke and I passed out."

"A strange smoke?"

Michael shook his head, "It wasn't smoke; it was a cloud of nanites."

"Nanites?" asked the princess.

"Robots so small they can't be seen with the naked eye. Small enough to work on the molecular level," Michael received nothing but confused looks, "When Twilight was put into the chamber, Colwell released the nanites he designed into the air. They were programmed to, essentially, reverse the ponification process."

Pinkie Pie stared at Twilight, "So that's why..."

"Yes," Michael nodded, then looked over at her as well, "That's why Twilight is human now. The whole process took all of 30 seconds." He turned back to face Celestia and the rest of the ponies, "And that's what the HLF is planning to do to Equestria. They're going to turn all of the ponies into humans."

A round of gasps filled the room.

"Wait just one gosh darned minute," cried Applejack, "How do they think they're gonna do it? Corral us all into one of them fancy shmancy chambers you mentioned and gas us all one by one?"

Michael's face turned grim, "No need. The nanites can self-replicate to a certain extent. They're planning to release canisters of these nanites in three of the biggest citadels in Equestria: Cloudsdale, Phillydelphia, and here, Canterlot. Once they're released, a cloud of nanites will cover all of Equestria, turning everyone here into humans."

"When?" Rarity asked.

"Tomorrow."

The Princess whistled loudly and two guards stormed into the room.

"Guards, begin preparing for an emergency search of Phillydelphia, Cloudsdale, and Canterlot."

She turned to Michael, "Do you have any more information?"

Michael looked at the guards, "You're looking for two earth ponies and a pegasus; humans who've gone through the conversion process. They'll each be carrying a metal capsule about the size of a can of soda. Be very careful with them. As soon as you get the capsules, put them in salt."

"Salt?" asked Twilight.

"Yeah, Salt. The nanites become inert when exposed to the stuff," he continued addressing the guards, "Make sure they are completely covered and sealed off: airtight."

The two guards-ponies nodded and exited as swiftly as they entered.

Once the thump of the door closing finished resonating across the room's cavernous walls, the thick and heavy silence became all the more palpable.

A small voice crept up out of the void of sound; not Fluttershy's, but Luna's.

"What do we do now?" she asked. It was clear that same question was on everyone else's mind as well.

"We wait," offered Twilight.

"In the meantime," said Princess Celestia, "Before we adjourn for the evening, there is one pressing issue about your incursion into the HLF that I'd like answered."

Michael sighed from exhaustion, "Yes?"

"What happened after Twilight was... humanized? How did you escape?"

His mind stopped. Did he have to tell them? Tell Twilight and Irene? No, he had to; he had no choice. No secrets.

"While Twilight was unconscious, Colwell sent his guards to transport the nanomachine capsules. I guess he thought I wasn't a threat to him anymore. We got into an argument and then a fight. I ended up knocking him out. Once Twilight’s transformation was complete, I carried her out of the chamber, then interrogated the professor. That's how I found out about the salt."

"And what about the Dr. Colwell?" asked Applejack, "How do we know he's not making another batch of the stuff right now?"

In spite of his intentions towards honesty, he sidestepped the question, "I destroyed the lab."

She pressed, "Yeah, but he could be somewhere else now."

"He's not making any more of anything!" Michael's voice lowered, "I made sure of it."

From the edge of the arc, Pinkie Pie gasped. Michael watched her as silent tears filled her eyes.

"Mikey, no..."

Rainbow looked at the pink pony, confused, "What's got her all teary eyed?"

Celestia looked at him, her own eyes filled with the same sadness that he himself wore on that night.

"Michael, did you..."

"Yes," he paused, "I killed him."

Every face, all around the room, had changed. He watched their expressions; horror, sadness, shock...

"Just what kind of person are you?" asked Rainbow Dash, half in anger, half in confused sadness, "How could you have just killed him? I thought he was your mentor?"

Michael erupted, "'Just' killed him?! You think it was easy for me?! You think it was just a snap decision or that I killed him for laughs?! I know he was my mentor! I know how many years I spent working at his side, learning from him, helping him with his projects! If it weren't for him, I wouldn't have become a teacher! I know who I killed and I can never forgive myself for taking another life!" he slowed his tirade, and softened as his voice began to become raspy, "But the good of the many outweigh the good of the one or the few. I couldn't sit idly by and let the creator of the next H-bomb just walk away. The knowledge he had was too dangerous. If I didn't end it there, even if we can stop this attack, there would be more like it. I couldn't take that chance. I couldn't..." Warm, salty drops began to fall from Michael's face. Wiping them with his sleeve, he took a deep breath, straightening his back once more.

He was going to continue the account of the night, but soon felt Twilight's weight on him as she wrapped him in an embrace.

"Stop," she whispered in his ear, "You don't need to hide your tears anymore. It's okay."

Soon, Fluttershy and Pinkie Pie both approached him and each gave him a hug as well. Then Rarity and Irene, and finally Applejack and, somewhat begrudgingly, Rainbow Dash, who just gave him a jab on the shoulder.

Princess Celestia stood and walked over to Michael. Twilight, who was now sitting right next to him, leaning on him, shifted her position as he rose to put himself at eye level with the Princess.

"Michael, Equestria has not known war for millennia, and when the time came, you volunteered to help protect it. You've had to make one of the hardest decisions any one person could make, all for a country and a people you barely know. Thank you, Michael. My kingdom and I are indebted to you."

"Well, they haven't found the capsules yet..."

"With or without the capsules." She continued, "If there is anything I can do for you, do not hesitate."

Michael thought about it.

Everyone stared at him. No one expected him to actually think about it.

"I'd like a big bed, some apple cider, some cookies, and a saxophone." He smiled weakly, "It's been a strange week for me and I'd love nothing more right now than to relax before the madness continues again tomorrow morning."

The princess laughed, "I don't know about the saxophone, but I'll see what I can do. As for the rest, I'll have them brought to your room."

And with that, the meeting was adjourned. Michael was given a guard to escort him to his room, and Irene left by herself, but, despite the debriefing being over, Celestia, Luna, Twilight, and the rest of the Ponyville ponies remained.

Things felt a lot less formal now; the atmosphere had thinned out and lost the emotionally charged tension it had before.

Still, of all the ponies present, of all the talking and conversation that had transpired, there was one who still had something to say.

Rainbow Dash approached Twilight gingerly, "Twilight, I'm... I'm sorry." The words spilled from her mouth like an overfilled cup, "I treated Michael like total jerk."

Twilight smiled and hugged her friend, "Even though I'm sure he understands, you're right; you were too rough on him. Everything he's done, even when he was suspicious of us, was always to protect or help one person or another. He's as loyal as you are, Rainbow."

Dash nodded and smiled back at her friend, "So what's it like? You know, bein' human and all?"

"Yes, Twilight," chimed Princess Celestia, "As the first pony to experience humanity, please, tell us what it's like."

Twilight began grinning with excitement, "Oh, it's absolutely amazing! It's like a whole new world has opened up to me!" She put out her hands and began wiggling her fingers, "I mean, look at these fingers: they are so fascinating! You can pinch and grab and hold... pretty much everything that I would need magic to do on a day to day basis I can do with my hands! And they are so precise and sensitive! You can feel even the slightest change in texture!"

Pinkie Pie got up close and looked at her fingers in amazement, "Oooh! Oh, Twilight, touch my mane! What does my mane feel like?"

Twilight smiled and began running her fingers through the pink mare's bubblegum colored mane, "It feels... fluffy, almost like a bag of cotton balls..."

Smiling, the princess watched as, one by one, the other ponies came up to Twilight asking how one thing or another felt. For Fluttershy, it was her wings. For Applejack, it was her hat. Rarity wanted to find out how smooth her coat was and Rainbow Dash asked about her tail. When Twilight said it felt "kinda greasy", Rarity was quick to insist that Dash visit the spa with her, which was promptly refused by the blue pegasus.

As more questions came, a light but gritty tone could be heard from outside. The noise in the room fell to a murmur as some of the ponies turned towards the open balcony doors and listened.

Another tone came, this time much smoother than the one before.

"What is that?" asked Rarity.

"I believe," said the Princess, "That somepony has found our Dr. Frost a saxophone."

All was silent as Twilight and all the ponies, Celestia and Luna included, quietly walked outside to the balcony. Further down the outside wall and two stories up, they could see Michael sitting on the wide marble railing of the balcony of his room. Under the moonlight, the polished brass of the horn almost glowed as they watched him test the keys one last time before sighing and putting the mouthpiece to his lips.

However, as he played, the mood changed. Though the notes were sweet, the song could only be described as melancholy.

"It's like he's crying..." let out Fluttershy in a whisper.

Rainbow Dash nodded; he was crying. The others couldn't see it, but after years of flying and having to spot things a mile away, she could see the tears come one by one down Michael's face. For every tear, the blue pegasus felt a pang of guilt for how she had treated the human.

Twilight left the rest of the group to watch from the balcony as she walked through the open doors and exited the study.

Michael pulled the horn away from his mouth and stared at the ebony black mouthpiece. The slightly sweet taste of the fresh reed stayed with him, reminding him of the years in high school he spent in band practice.

"That sounded so sad."

It was Twilight, walking through the dark room towards the balcony.

"How long has she been standing there?" Michael thought to himself.

He watched her as she approached him slowly, then sat next to him on the white marble railing.

"I didn't mean for it to sound sad," he said, acutely aware of the small distance between them, "It just sort of came out that way. But I'm feeling better now," he laughed lightly, "I guess it was more catharsis than anything else."

"Well, I'm glad you feel better," Twilight said. She put out her arms next to the saxophone, "May I?"

He lifted the strap from around his neck and placed it around Twilight's, then laid the polished brass instrument in her arms.

Twilight felt the heft of it immediately and let it rest in her lap.

"So how did you learn how to play?" she asked.

"My father was a trumpet player. When I was little, I always watched him practice in his study. I could never go see him play for real, though; He was always playing at clubs late at night. After he and my mother died, I decided to learn, but I was terrible at it. So, I tried the saxophone instead and played in the band at high school."

She stared at the saxophone, "How did they die, if you don't mind..."

"Oh, it was an accident. It was snowy and a big rig jackknifed in front of them on the freeway. The driver was trying to avoid an animal on the road. It was nobody’s fault, really."

"How old were you?"

Michael began swinging his legs back and forth, "I was fifteen at the time. My sister was already eighteen so she petitioned to take custody of me until I was in college. But, we could take care of ourselves; we were fine."

Twilight stared at Michael, "You and your sister were on your own for three years? How could she have afforded that?"

Michael smiled, "We managed well enough. Alexis always had sticky fingers-"

"Sticky fingers?"

He laughed, "Well, things always seemed to get ‘stuck’ to her hands, if you know what I mean. She would steal things and sell them off for cash. Over time, the things she stole got more and more valuable; Alexis loved the challenge and she had a natural talent for it."

"For stealing?"

"Yeah. Of all the things, right? Anyway, on top of the money she brought in, I brought in a decent amount from suping the other kid's rides at school," he smirked, "Of course, I always had the fastest."

Michael felt Twilight's laugh as she leaned against him, "Of course you did."

She straightened herself and held the sax out to him, "Could you play something for me?"

He smiled and took the brass horn, hanging the strap around his neck.

"Sure, let me think..."

Hopping off the rail, he stood a few feet in front of her, tapping his foot as he thought.

Michael snapped his fingers.

"Do you remember, back in Eden Hall, how my sister was talking about her son?" he asked.

Twilight thought back, "He's a pianist, right?"

"Right. Well, he wanted me to play with him one day on stage, so we wrote this song," he took out his phone and started searching through it. "Sammy travels a lot to perform places, so he recorded his part and sent it to me to practice with," he looked up at Twilight, "Would you like to hear it?"

Twilight clasped her hands together, "Oh! I'd love to!"

Michael smiled. Closing the glass doors, he placed the phone on the bannister, pointing the lens of its built in projector at doors. It was just opaque enough that the test pattern seemed almost holographic against the glass.

In a moment, an image of a young boy, no more than 12 or 13 years old, sitting in front of a baby grand piano, appeared on the glass. At first it was static, but it soon sprung to life.

"Hi, Uncle Michael!" the young boy called out, waving at the camera, "Are you ready?"

Michael knew the pace of this video by heart, and lifted the saxophone to his lips.

"Alright, here we go." The boy set a digital metronome to count them off. Michael started, then the boy joined in.

Twilight closed her eyes and began losing herself in the music. The song was slow, and had a floaty quality to it. Neither of them played particularly loud, but the marble surfaces all around them seemed to give the song an echoey candescence, like a distant memory.

As the piano rang its final chord, she opened her eyes and wiped away the two tears that had begun forming.

"I love you, Uncle Michael!" The boy called through the camera, "I'll see you soon!"

As recording of the little boy stopped, Michael picked up his phone, pocketed it, and began setting down the saxophone.

"So, did you-"

Twilight tackled him with an embrace. The saxophone fell to the ground with a crash.

"I loved it," she whispered warmly into his ear.

Michael pulled away just enough to see her face. It was only in this moment, in this place, with the moon on both of them, that Michael noticed something about her.

"Your eyes, they're purple... I didn't really notice until now. And they really-" he smirked a little and stifled a small laugh, "And they really sparkle, Twilight."

She smiled...

"Oh shut up."

...and kissed him.

Closing their eyes, the world around them disappeared but for each other.

Down on the balcony of the Princess's study, the two humans had a secret audience. Princess Celestia and Luna had left, but the five Ponyville ponies remained.

Fluttershy turned to Rarity, "Are you sure we should be doing this?" she whispered.

"Oh, nonsense," the fashonista whispered back, "Didn't you see how they were looking at each other? They are in love! Besides, Twilight is our friend; what's the harm in watching as she takes her first foray into human romance?"

"I think you're just rationalizing your curiosity," the yellow pegasus retorted.

"Well," Rarity replied, "then what are you doing out here?"

Fluttershy looked away and mumbled.

"I thought so," Rarity said with a look of smug satisfaction.

Pinkie Pie squealed quietly as the two finally met lips.

"Oh my gosh, they're kissing!"

"Good fer you, sugar cube," Applejack whispered to herself, smiling as she watched the young couple.

Sticking her tongue out, Rainbow Dash floated back into the study, muttering, "Bleh, I've had enough of this mushy stuff..."

Seeing the two together, Fluttershy couldn't help but smile and feel happy for Twilight and Michael. Looking at him, she no longer felt that he was the same "wounded animal" that he was when she first met him at the Conversion Bureau. He seemed at peace.

Eyebrows rose as they watched Michael lead Twilight off the balcony and into his bedroom, closing the balcony doors behind them.

"We-he-hell," Applejack said knowingly, "I think this show has turned into a private viewin’."

Rarity shot a dirty look at the farm pony, "Applejack, honestly, have you no class?"

She laughed, "Just sayin..."

As they each walked to their rooms, a thought struck Rarity that had escaped her in all the excitement of their voyeurism.

"Oh no... Poor Shimmer..."

Chapter 19

Michael awoke to a multitude of wonderful signals from his senses.

As his eyes adjusted to the darkness of the light of the early morning, he felt his chest pressed up against Twilight's back, his arms wrapped around her bare flesh. He lied there, momentarily closing his eyes while taking in the scent of her hair.

He didn't bother feeling around the nightstand for his pocket watch to check the time like he did every morning. He didn't care.

A melody floated through his mind. It was a song before his time and even his father's time.

"I'll stop the world and melt with you..."

As Twilight sleepily turned towards him, away from the balcony and the sunlight that dared to wake them, Michael freed his arm from underneath her and used it to prop his head up. Brushing away her long hair from her cheeks with the back of his hand, he studied her face.

It was smooth, pure as the driven snow; as if neither time nor experience had perpetrated any of their usual maladies upon her. Of course, he knew this skin was only days old, but her face was more than just unblemished: it was serene. Seeing the outer display of her inner peace, Michael wondered if he looked as untroubled in his slumber.

Slowly, either from the sunlight or from no longer feeling his arms around her, Twilight's eyes began to open.

She smiled, "Good morning.

"Good morning," he answered, smiling cheekily.

"So," she said, sitting up, leaning against the headboard, "What now?"

"Well, I don't know," Michael sat up and stretched, "I guess we could go get some breakfast."

"Michael," Twilight leaned against him and looked up at his face, "I mean... about us."

He put his arm around her, "Well, I guess that depends..."

She began to look concerned, "On what?"

"Well," he said quietly, "Do you want to stay a human?"

Michael's question struck Twilight with a fair amount of force. The moment she first woke up and realized she was no longer a pony, she knew she would be changing back as soon as possible. Now, however, she wasn't so sure.

"On the one hand," she thought, staring into the sheet, all the while noting that she had thought "hand" rather than "hoof", "I'd have to stay out of Equestria and away from all of my friends. On the other hand, if I change back into a pony, there might never be a way for me to change back if I change my mind. There's still so much of human society to explore..." She looked up at Michael, who had closed his eyes and leaned further against the headboard, "And then there's Michael. He's so kind, and caring, and smart, and he could teach me so much..."

"Michael?"

He opened his eyes, "Hm?"

"Michael, I... I just don't know what to choose."

He shrugged, "Okay."

Twilight stared at him, her face a mix of disbelief and surprise, "'Okay'?"

He laughed, "C'mon, Twilight, It's a really big decision for you! You didn't really think I was expecting an answer right now? How could I? I mean, first thing in the morning? Before either of us have even had breakfast? Twilight, that is not a pre-breakfast question."

She let out a small chuckle then leaned closer against him, "I think I love you."

Michael closed his eyes again and smiled, "I think I love you too."

After taking their showers and getting dressed, Twilight and Michael joined the others for the morning meal in the great hall.

For Michael, breakfast was disappointing. Although, intellectually, he knew that Equestria was a country populated entirely by vegetarians, seeing the great spread of food on the long dining table, his stomach protested at the lack of meat on his plate. Still, the fruit was savory, the pancakes were unbelievably fluffy, and the tea was excellent; he couldn't complain.

As the typical morning chatter continued amongst the diners, Michael enjoyed the calmer and quieted atmosphere near his seat towards the end of the table where he sat next to Twilight, Princess Celestia, and Princess Luna.

As he took another bite of cinnamon and brown sugar coated apple chunks, Princess Celestia decided to strike some conversation.

"Michael, as the first human within Equestrian borders, what is your opinion of our kingdom?

He put down his fork and took a sip of orange juice to wash down the apple, "Well, I have to say I'm... I guess 'in awe' would be the best way to put it. Equestria seems so utopic. I mean, clearly my experience is incredibly limited and there is a lot I don't understand... still, through my research, I find myself amazed at, despite the lack of high technology, how well everything seems to work itself out in Equestrian society. Everyone has a purpose, a job, something to do that makes them a productive member of society; it seems to be quite fulfilling for your denizens. Combined with how beautiful and serene the landscape is," he looked towards Luna, "especially at night, I can understand the appeal."

The elder princess smiled at him, "I'm glad you've found Equestria to your liking, but what do you mean by 'research'?"

"I had done some research on Equestria's culture and history in the library of the conversion bureau."

She laughed, "Now I understand why you and Twilight Sparkle get along so easily."

Michael let out a small laugh as he looked over at Twilight, who was busy talking with the others, "I suppose our mutual love of reading is part of it."

Luna leaned over and whispered something into her sister's ear. Celestia nodded, then turned to Michael.

"It seems my sister would like to ask you some questions, if that's alright."

Michael gave a smile and nodded cordially, "Of course, ask away."

As the rest of the room realized what was going on, they quickly hushed to hear the younger princess speak.

"Dr. Frost, You said you're a professor?" asked Luna in her soft, slightly-boyish voice.

"Yes, I'm a professor of Applied Mechanics, but I primarily taught physics."

"What's 'Applied Mechanics'?"

Michael puffed out his cheeks and exhaled deeply, "Jeeze, what isn't it?" he rubbed the back of his head as he thought, "So you have pure scientists who work in the world of math and theory, then you have pure engineers who work in the 'real world', getting their hands dirty. Well, applied mechanics is what bridges the gap between the two. We take the pure math and help apply it to the real world."

"For example?" asked Princess Celestia.

"For example," Michael repeated as he thought, "Say you wanted to build a bridge; if you told me what you wanted to move across it, I would do the math and tell you what you would have to build the bridge out of. Or vice versa; you tell me what you want to build it out of and I tell you what's the maximum weight it can hold." He tried to think of a cooler example, "I can tell you how to build an earthquake proof building, how much down force a car would need to travel at the speed of sound, or even how to design a concert hall to get the best acoustics across all the seats."

Princess Luna's face brightened, "That's amazing! It must be a fun class."

He smiled, "Oh, it is. The first week I have my students make little wooden cars powered by small tanks of carbon dioxide," he laughed evilly, "Then I have them calculate the force of the tank based on the mass and speed of their car."

Luna took a moment in thought, "Dr. Frost, our schools are in session now, isn't yours too?"

Even if she didn't, Michael knew where this was going, "Yes, it is."

"Then, shouldn't you be teaching now?"

Michael smiled through the pain. It was a perfectly innocent question, but he hated being right.

"Unfortunately, my students have all left me."

"Left you? What do you mean? Where did they go?"

He sighed, "To Cloudsdale or Phillydelphia, I suppose. They've all been ponified and I guess they didn't have much use for a degree from a human university."

Luna looked downcast, "I see..."

He looked at the dark blue mare and saw her sadness for him, "C'mon Princess, It's alright. After all, if I was busy teaching then I wouldn't have been able to build the things I did and visit this beautiful country you and your sister share."

She looked back up at Michael, "Don't you want to be ponified?"

Michael shook his head and maintained his smile, "No, I'm afraid not."

"Why?

Again, he puffed out his cheeks, trying to think of how to explain his ideals in an accessible manner, "Princess, are you proud to be a pony?"

Luna seemed taken aback by his question, "Yes, of course I am."

"Well, I'm proud to be a human. But, as a human, I'm partially responsible for what my species has done to this planet. So I'm sticking around to do what I can to fix our collective mess." he shrugged, "It's probably an exercise in futility but how can I expect others to do their part if I don't do mine?"

"Would you ever get ponified?"

He shrugged, "Maybe someday. I see how things are going with humanity. More and more of us are getting ponified and I'm not so stubborn as to howl at the moon," Michael took another sip of his orange juice, listening to the light laughter that began to emerge from the rest of the ponies. Michael looked around, waiting for someone to let him in on the joke.

At that moment, one of the royal guards marched into the room and approached Princess Celestia. As he murmured something in her ear, the Princess began to smile.

"Everyone, I have wonderful news! The capsules in Cloudsdale and Phillydelphia have both been found and locked away safely."

A small cheer erupted from the table.

"Wait a minute," said Twilight, "that means the one in Cantorlot is still unaccounted for!"

The Princess's head dipped slightly, "Yes, that is correct."

Michael drummed his fingers against the surface of the table, "The last one... We've got to draw them out somehow."

"Draw them out?" asked Twilight.

"Yeah. If that thing goes off, the damage will be horrendous; All of Cantorlot would become humans, the princesses included. We need to draw them out so that, if they set off the capsule, it'll be on our terms."

Rainbow Dash leaned forward, "Like a trap?"

He continued drumming, "No... More like a quarantine. Someplace where, even if they set it off before we nab 'em, we can control the spread and the damage."

"But what could we do to draw em out?" said Applejack, putting her hoof to her chin, thinking.

"OoH! Ooh! I know!" squirmed Pinkie Pie, raising her hoof excitedly, "Whatifwetellthemthattheyalreadylostandthenthey'llbeall, like,'nuh-uh'andwe'llbeall, like,'yuh-huh'-"

As Applejack shoved a hoof in Pinkie Pie's mouth, leaving her to make muffled noises as Michael deciphered her ramblings.

Michael's eyebrows peaked and he snapped his fingers, "Pinkie Pie, you're a genius!"

She pulled AJ's hoof from her mouth, "I am?"

Almost comically, the rest of the Ponyville residents chimed, "She is?"

Princess Celestia nodded, "I believe I understand what Michael means. If we were to announce, for example, that the HLF had been defeated and hold a large event as a 'celebration', the remaining HLF agent would likely appear and attempt to set off the capsule there and then..."

"...right where we'd be waiting for them," finished Michael, clenching a hand into a fist.

"Exactly!" exclaimed Pinkie Pie, whose smile was met by sarcastic looks from around the table.

"Alright!" shouted Rainbow Dash, now hovering over her seat, "Let's do this!"

By the next day, the news of the HLF's defeat had been spread throughout Cantorlot and arrangements had been made for the celebration that evening.

Michael watched from one of the castle's windows as the marble tiles of the main outdoor court, as well as the pillars, were replaced with salt duplicates. The canopies stretched across the pillars also had a salt coating on them and were rigged so that they could be dropped if anything were to happen.

He smiled; it wasn't his idea, but he loved the ingenuity of it all the same.

"Well," came Princess Celestia's voice suddenly from behind him, "It seems the preparations are going well."

"Yes," he answered, turning to face her, "Honestly, I didn't think you'd take my analogy to a quarantine so literally, but converting the main court to salt was a great idea."

Celestia laughed, "You learn a thing or two when you've been around as long as I have. Please, take a walk with me."

He nodded and began walking alongside the princess through the castle.

"Michael, I wanted to thank you for treating my sister so cordially at breakfast yesterday."

"Why shouldn't I have?"

"It's not that you had any reason not to, it's simply that, well, she's very sensitive to what people think about her since her return."

"Her return from being Nightmare Moon? Yes, I had read about that."

"Yes, well then, thank you for taking that into consideration with you behavior towards her."

"Actually, I treated her just like I would treat anyone else. To be honest, I'm not entirely convinced of the truth of those stories. Forgive my prying, but are you really over a thousand years old?"

"Yes."

Michael shook his head as he walked, "I could never imagine living that long. The world must seem so boring to you..."

She laughed, "Michael, living as long as I have, I've had the opportunity to make so many friends, with each one bringing a wonderful new perspective through which I can view the world. Has experience made the world a little more predictable? Yes, but never boring. And certainly not now that there are so many humans becoming ponies, each one of them bringing a point of view that never before existed in my kingdom."

He laughed a little, smiling at the beauty of her statement, "It's wisdom like that that makes it hard to disbelieve your mythos."

They arrived at a room that appeared to be a fashion boutique. Inside Rarity and Twilight were chatting, but bowed upon noticing the Princesses entrance.

"Now," said Celestia, "Twilight, Michael, I have a surprise for you."

"You do?" He asked.

"Yes, as I'm sure the two of you would like to be present this evening, I've come up with a spell to help facilitate that."

Michael began to object, "Thank you, but I-"

Twilight hushed him, "Princess, what do you mean?"

"I've come up with a spell that would create an illusion. To everyone at the event, you two will..." she glanced at Michael, "...appear to be ponies."

Twilight beamed, "I'll look like my old self?"

"Yes," Celestia smiled back then looked at Michael, "and for you, well, I have something special for you."

Michael cringed and closed his eyes as her horn began to glow, engulfing Twilight and himself in her magic. Soon, however, he heard gasps from both Twilight and Rarity. He opened his eyes and looked around frantically for a mirror.

Spotting one, he ran for it.

His jaw dropped.

"Oh my," Rarity stammered, "Michael, you certainly make for a rather handsome colt."

"I used my nephew, Prince Blueblood, as the basis," commented the princess.

Michael stared at his reflection and watched it stare back, his front hoof moving when he moved his arm. Pearly white coat and horn, long dark brown hair parted to both sides, and blue eyes. Michael wasn't sure how to react but, whatever emotion he was experiencing, it wasn't anything close to satisfaction.

"Oh god, I look like Fabio..."

He heard a small squeal from Twilight, "Oh my goodness, your cutie mark!"

"Oh, what now?!" he thought as he turned to look at it in the mirror.

It was a wrench.

"Huh."

Michael wasn't sure if he liked it, but at least he didn't dislike it.

He turned around himself, "Well, Twilight, what do you think?"

"It's not exactly 'you', but you look very nice."

"Of course, you'll need some formal attire..." Rarity began, moving in for the kill.

The Princess laughed, "Oh, how silly of me! I nearly forgot."

Suddenly, the illusion was modified so that Michael was wearing a tuxedo.

He sighed in relief, glad to have been given salvation from the Rarity's ravenous intentions.

Needing a little time to himself, Michael headed towards the door, "Well, I think I'm going to go poke around the grounds until it's time."

As music filled the evening air, Michael stood by one of the pillars, keeping a watchful eye on crowd. One of guardsponies came and stood next to him.

"You should go and mingle," the blue maned colt advised him in his gruff voice, "You're drawing attention to yourself."

"What, and you don’t?"

"We're supposed to look big and imposing, you're supposed to lay low. Don't worry about protecting everypony; that's our job."

Michael conceded and began walking around the floor, grabbing the occasional hors d'oeuvre. Finally making it to Twilight and the others, he began to notice Fluttershy fidgeting.

"What's the matter Fluttershy? Everything okay?"

"Oh, yes, I mean, I think so. I've just got this bad feeling..."

Soon, the music stopped and Princess Celestia and Princess Luna emerged from inside the castle.

"Fillies and Gentlecolts! As you no doubt have heard, the Human Liberation Front has recently attempted several acts of terrorism here in Equestria. While I'm not at liberty to discuss the details, rest assured that they have been soundly defeated!"

As the crowd of upper-echelon ponies began cheering and stomping their hooves, Pinkie Pie suddenly looked very worried.

"Guys, my knees are feeling super pinchy..."

Taking a cue from the rest of the group, Michael began to scan around the room.

"Who is it? Who could be carrying it? No one is wearing any saddle bags..."

It was then that Michael noticed that there were only three people in the quartet. The violinist was gone, but her violin was left on her chair. Moreover, the violin case was gone as well.

There she was. She was heading straight towards Celestia.

Celestia who had not yet made it under the canopy.

Michael began to run across the floor, pushing through the crowd of ponies. As he shoved his way through, the illusion began to fade. Halfway there, he was no longer disguised, his new appearance causing the crowed to gasp and now open up for him.

"To hell with your hubris, Celestia!" screamed the violinist as she opened the case and engaged the timer on the capsule, "This world belongs to the humans! Humanus Pro Vita!"

Michael shoved the mare out of the way and kneeled over the violin case, carefully removing the capsule.

"5 seconds?! There’s no time!" he thought.

Hugging the capsule like football, he dove onto the salt flooring.

"PULL THE CANOPY! NOW!"

As the canopy fell, and the gas began to press against him, Michael prayed.

"Please...

Let me be enough...

Let me be enough to slow it down...

So that Twilight can live..."

Chapter 20

There was pain.

So

much

pain.

And then it stopped. It stopped so suddenly it was as if Michael's brain just shut off his ability to feel, to see, to move, to... anything.

"I'm dead," said his voice, disembodied and omnipresent in the void of his mind, "Or I will be soon."

He imagined himself floating, suspended in that void.

Then he felt himself flip over. He didn't do it, so someone else must have.

"Oh. It looks like my inner ear is still working. So I'm not dead. I must be in shock. That's nice..."

"MICHAEL!!!"

Twilight, her own illusion spell now gone, ran and began ripping the canopy off of him.

A shallow pool of blood had already formed around him by the time he was completely uncovered. She turned him over quickly to see if he was alright, but immediately reeled back.

She had expected him to still be clutching the capsule, a little roughed up, but more or less alright. Instead, she began crying and shaking, horrified at what lay before her.

Michael was no longer holding the capsule that now lay beside his tremoring body; he no longer had hands to hold them with. The nanites had eaten away all of the flesh until around half way up his forearms, stopped only by the salt kicked up from the floor by the pressure of the capsule's spray.

Swallowing her tears, she opened up his shirt, the black material seemingly soaked with blood, dusted with a layer of salt. The front of his torso looked like an apple given to a five year old. Fist sized "bites" were all over the front of his torso, some deeper than others, but most had penetrated his muscle tissues, exposing whatever bone or organ was underneath. Most prominently, though, was a dotted line of holes running straight up and down his chest just right of center; an exact match to the gap between the buttons on his shirt. Through one of them, Twilight could see Michael's heart beating shallow and quickly.

"Oh no..." whimpered Pinkie Pie as she and the other ponies started to approach the gruesome scene.

Princess Celestia stood beside the others, "I don't understand... The gas was supposed to change ponies into humans. What in the world happened?"

Twilight wiped her eyes with her forearm, "It was me..."

"Twilight?" said her mentor.

"He..." she choked through the tears, "He must have known this would happen. He knew that if I had been hit with the gas before the canopy came down, the same thing would have happened to me. He- He used himself as a shield to stop the gas and protect me until I was safe."

"Is...” started Rainbow Dash, "Is he... You know..."

Twilight wiped the last of her tears and steeled herself.

"No! We're not going to let him die! Rarity, Princess Celestia, Princess Luna," She said, turning to each of them, "I'm going to need your help."

"What can we do?" asked the younger princess.

Twilight glanced over to Michael, then back at her friends.

"We're going to teleport the four of us and Michael to the conversion bureau."

Everypony gasped.

"Twilight," Rarity started, "I- I'm not sure if ponifying him will save him. His condition isn't... well, promising."

"We've had people come in with cancer all over their bodies and go out in perfect health. There's a chance-"

"Yes, but he's made it very clear that he doesn't want to BE a pony..."

Twilight was beginning to get irritated, "I'm sure he'd rather live than die! There's no time for questions! If we don't try there definitely won’t be any chance of him getting through this!"

Rarity tipped her head, "Of course, you’re right."

Celestia nodded, "Let's begin."

Twilight, Rarity, and two pegacorns began to concentrate on Michael, causing him to rise from the floor and float between them. Then, with a flash, they were gone.

As the palace staff began escorting ponies away from the floor, Pinkie Pie began walking towards the gardens.

"Pinkie Pie," asked Dash, "Where are you going?"

She turned back towards her friends, her eyes downturned, but still smiling, "To the hot air balloon. Twilight needs us right now."

There was a moment of silence as they looked at each other, nodding approvingly.

"Yer right," said Applejack, "C'mon girls, let's go!"

Michael's mind was quiet.

"So, this is the disconnect between brain and body. Tranquil... Nice..."

For a moment, a burst of static filled the void, jarring him.

"What the hell was that?"

Materializing in the heart of the conversion bureau, Twilight, Rarity, and the two princesses rushed the still hovering Michael through the hallways towards the ponification ward. As they ran past the dorms, Twilight spotted Jack walking the opposite direction.

"Move!" she shouted.

He quickly pressed himself up against the wall and watched as they ran past. After a moment, he realized who was leaving the trail of blood on the floor.

"Michael? MICHAEL!" Jack screamed, chasing the group.

Twilight turned to him, "Jack?"

"Twilight? Is that you?!" he asked, trying to keep up with them, "What happened to you? What happened to Michael?" He looked at Celestia and Luna, "Aren't these the Princesses?! Why are the Princesses here?! What the hell is going on?!"

"There's no time! We need to get Michael ponified right away!"

"Ponified?! Him?! He is NOT gonna like that!"

"If we don't he'll die!"

Jack's eyebrows peaked, "Well, you can't always get what you want. What can I do?"

Twilight pointed in front of them, "Go ahead and clear the way! Hurry!"

Jack nodded and sprinted ahead, clearing the halls of people and ponies alike until they arrived at the magic controlled doors. Opening them as fast as she could, Rarity began instructing the other attendants and getting the needed supplies.

Slowly, Michael was lowered onto one of the beds. Jack stood over him, taking in the sheer amount of damage done to his friend's body.

"Oh man, Michael, what the hell happened to you? What did you do..." he whispered, covering his face with his hand.

Celestia put a hoof on Jack's shoulder, "He saved a great many lives over the past few days. These injuries were the result of one of the bravest and most selfless acts of heroism I've ever seen."

Twilight took Jack by the hand and slowly led him away from the ponification ward.

"Twilight, Is Mike gonna be alright?"

She sighed and walked him to the family room, the designated waiting area for the friends and family of those getting ponified, "I don't know. We're going to do our best, but all we can do is keep our fingers crossed. Just stay here, alright? We'll keep you apprised."

Jack sat down, took off his glasses, and began massaging his temples, "Alright."

Twilight sat beside Michael's bed in his new quarters. Because of the extent of his wounds and his inability to take the serum orally, the ponification process took much long than usual. It restored his arms and healed his wounds, but after the grueling two hour long procedure, Michael did not wake up. He simply continued to lay there, unconscious.

It had been nearly five hours since they moved him to the room.

Twilight put her head down on his chest.

"Wake up. Please, wake up."

Michael felt a pressure on his chest. It was light, but it started pushing him down through the void.

"Wake up... Please, wake up..."

Twilight's voice echoed through the void.

"Twilight?"

"Twilight?"

It came as a murmur; barely audible, but there.

She lifted her head off his chest and wiped her eyes.

"Yes, Michael, it’s me…. Please wake up. I need you."

The weight lifted.

"Please wake up... I need you..."

He closed his eyes and took a deep breath.

"Okay."

Twilight watched as Michael's lungs filled themselves completely, then exhaled. His eyes opened at a slow, consistent pace.

They focused on her.

"Hey, you’re alright..." he groaned through a weary smile.

She smiled back lovingly, "Yes, thanks to you. You were really injured when we brought you in. You almost didn't make it. Those nanomachines would have consumed you entirely if it wasn't for your dumb luck."

Michael let out a weak laugh, "So you figured it out. Well, I'm alright now. Actually, I feel great! You must have done one hell of a job healing me."

Twilight's whole face changed as she looked away. Her eyebrows furrowed. Her smile was gone.

Michael looked up at her, confused, and sat himself up, "Twilight?" He reached out to her, "What's wro-aaaah!!'

He held his hooves in front of his face which had morphed into the image of terror, "Hooves?! Twilight, what's going on?!"

She leaned in and grabbed his new extremities, "Michael, please calm down!"

"Calm down?! I'm A PONY! How do you expect me to 'calm down' when I'm a PONY?! WHAT. HAPPENED?"

She tried to explain, pleading, "Michael, half of your arms were gone! There were gaping holes in your body! You would have bled out if we didn't ponify you..." she started breathing heavily, trying to speak between her tears, "I didn't want to lose you. I just couldn't..."

Michael felt awful for yelling at her and gently pulled Twilight towards him, wrapping her in his forelegs. He started rocking her, "Shhhh... It's okay. I understand. Thank you, Twilight. You saved me."

After a few moments, she sat back on her chair and wiped her eyes.

"Okay," he started, "Let's see what we've got to work with,” he examined his hooves, "Beige... Beige is okay." He began feeling his head, "Ears, good. Eyes... big. Hm. Nose? No, snout? No, muzzle? Bah, whatever. Chin, blimey... Hair..." Michael felt how long his mane was, "I'm a girl! No, not a girl, just... long." Pulling a lock of it in front of his face, he sighed, "Still not ginger. Grey, though, that's... new."

After a little bit more self-inspection, Twilight helped Michael learn to stand and, eventually, walk. Once was comfortable with his new legs, he walked to the mirror and took a look at himself.

"Not bad... Not great, but not bad."

Twilight stood next to him, "Well, I think you look very handsome."

"Oh, come on; you're biased."

"No, really, I mean it!"

He turned himself around, "Oh, hey, look!"

Prominently displayed on Michael's flank was the image of an apple with speed lines emanating from the top.

He looked up at Twilight, "I was under the impression that ponified humans don't get their cutie marks right away."

"It happens sometimes, but that just means you've already found your true calling." She looked at it quizzically, "It appeared just after the ponification was complete, but we didn't know what it meant."

Michael smiled broadly, "It's a falling apple!"

"What does that mean?"

"Isaac Newton... His discovery of gravity stemmed from his observance of a single event: an apple falling from a tree. He was probably the closest thing to being the father of physics."

"Congratulations!" Twilight said warmly, kneeling down and wrapping her arms around his neck.

An abrupt knocking interrupted their embrace.

"Yes, come in." Michael answered.

Jack peeked in, then entered, moving towards his friend.

The two sized each other up, then gave each other a quick man hug.

"Jack, I thought for sure you'd have gotten ponified by now."

"Well, I had some second thoughts, no thanks to you. I was just about to sign out when you were rushed in." Jack sized up the pony in front of him, "But you! Mister 'holding out for humanity'! You run off chasing a hunch and you come back missing your arms and bleeding everywhere!" He let out a small laugh, "And now you're a pony!"

Michael rolled his eyes, "Spare me. I'm already almost drowning in the sheer irony of it."

"Well, for your sake I hope you get over it soon, considering you're stuck this way."

"Not if I have any say over it."

"Yeah, yeah..." Jack scoffed, "Anyway, I was sent to see if Twilight needed anything but, considering you're up and about, why don't you go say 'hi' to everyone?"

"Everyone?"

Twilight put her hand on his shoulder, "Everyone else is in the family room. They've more or less been there since you were brought out."

He took a sideways glance at himself in the mirror and let out a deep sigh, "Well, I guess we'd better not keep them waiting any longer."

Michael stood at the precipice of the family room's door, Twilight and Jack standing behind him.

Leaning down, Jack pointed at the door. "You know, you can just PUSH the door open," he said, condescendingly.

Michael grunted, "Yes, thank you for that tremendous insight."

Taking a deep breath, he nudged the door with his nose and pushed through.

There they were; "everyone". All of Twilight's friends, plus the princesses, plus Irene. It took them a moment to register that Twilight and Jack were "with" this new colt, but as soon as they did, he was surrounded. Pats on the back and hugs came from nearly all sides as he tried to make sense out of all the congratulations.

To Michael's relief, Jack intervened, "Alright everyone, give him some space."

He looked up at his friend, "Thanks."

Looking around the room, Michael became acutely aware of how much bigger everything was compared to himself. The ponies, now his own size (or, rather, that he was their size), seemed more relatable to him and, looking up at Celestia, he understood their instinctual reverence.

However, he mentally reassured himself that this was not going to be his body forever.

Irene approached him, "Michael, how are you feeling?"

He shrugged, "Fine, given the circumstances."

Applejack raised her eyebrow, "'Given the circumstances'? Sugar cube, you do realize ponification is a one-way trip, right? I'd say you'd better get used to your 'circumstances'."

"Yeah yeah, we'll see," he answered smugly, "Anyway, how do I look?" Michael did a quick turn-around, his mane flying out slightly from the centrifugal force.

Twilight put a hand on her hip, "I told him he looked very handsome."

"Very handsome indeed!" Rarity commented excitedly, "I simply must make up something for you! A suit, perhaps?"

"That's very generous, but-"

Pinkie Pie began bounding around him, "OoH! And I'll throw you a 'ponification day' party!"

"That's really not necessary, I won't be-"

Jack chimed in, "And I'll get in touch with your sister to help sort out your house-"

"ENOUGH!" Michael hollered.

Pinkie Pie immediately stopped her bouncing as everyone in the room took a step back from Michael.

He took a deep breath.

"I really, truly appreciate your generosity and your good intentions,” he said, frustrated, “but I won't need a new suit or a party or help sorting my affairs because I will not be staying a pony."

"What are you talking about?" asked Rainbow Dash, "Applejack just told you; ponification is kind of a one-way thing."

Twilight put her hand on Michael’s shoulder, “You’re planning on using the other two capsules, aren’t you?”

He nodded, “If they haven’t yet been destroyed, yeah, that was the plan.”

Rarity began to look concerned, "Twilight, Michael; you know it takes some time before a newfoal is back to full strength. Even if this plan works, you would have to wait some time..."

"How long?" Michael asked abruptly.

"What?"

"How long would I need to wait?"

Rarity thought on this, "Two weeks at least. A month to be safe."

Michael's face turned to a fierce excitement, "A month, then." He turned to Princess Celestia, "I trust that the capsules can be kept safe for the duration?"

"If you are certain, then I will ensure their safety," the Princess paused, "However, I'm curious, what do you plan on doing during your month as one of our subjects?"

Twilight lit up once more, "I know just the thing. Princess Celestia, Princess Luna, if I could speak with you two privately, please?"

The three of them walked out of the room as everyone else was left scratching their heads.

"What in 'tarnation was that all about?"

"Search me..." Michael answered, equally puzzled.

It was then, for the first time in this body, that his stomach growled.

Jack laughed, "C'mon, I'll treat you to a dandelion sandwich or something..."

As the group headed towards the cafeteria, Michael lamented silently to himself.

"No meat for a month..."

As the sun set over the arboretum, Michael rested on the park bench where he sat on his first night in the ponification center. His eyes closed as he relaxed and took in the sounds and smells of the pseudo-nature.

From the left, he could hear a rhythmic trotting. Turning his head to look, he was greeted by a familiar face approaching from down the path.

"Hi, Michael,” said Irene. She took a seat next to him.

“Hey, Irene.”

"Are you here by yourself?"

"For the moment," he answered, "Twilight is supposed to be joining me later."

"So,” she adjusted her mane, “how are you adjusting?"

"Well, apart from still having to get used to the fact that I'm naked," he said, slightly exasperated, "I think I'm okay. I've stopped bumping into things, for the most part."

"That’s good."

"Well, yeah, I guess," Michael sighed, "Although, I still feel weird when I see myself in a reflection."

"I'm sure you'll get used to it in time.”

“Well, hopefully not too used to it.”

Irene turned to face him directly, “Hey, I had this idea.”

“What’s up?” He turned to her.

“Why don’t you come live with me in Ponyville? I want to finally give you that dinner I promised.”

Michael’s heart sank. He knew where this was going.

“Irene, listen, I- I can’t live with you.”

“Oh! No, don’t worry; I’ve got plenty of space.”

He sighed, “It’s not that, it’s- Look, before, when you were a human, I really cared about you. I know that you didn’t realize it and, until you got ponified, neither did I, but I just don’t have those feelings for you anymore.”

Irene was taken aback, “What? But, at Twilight’s house…”

“I know,” he put a hoof on her shoulder, “When we kissed, I thought I was getting what I always wanted. But… it felt off somehow. And it didn’t take me long to figure it out.”

“Because I was a pony?”

“Yeah, more or less.”

She smiled, “But I’m still me, you know that.”

“Yeah, but-“

“And now you’re a pony too!”

He leaned back against the bench and pushed his mane out of his face, “No, Irene, I’m not.”

“Michael,” she sighed, “What are you talking about?”

He sat up straight, “Look, when I close my eyes and picture myself, I don’t see a beige pony with grey hair. I see me; a human. A five-foot-eleven, brown haired, human.”

“After everything, you still don’t want to be a pony?!” she yelled, exasperated.

“No, I didn’t and don’t want to be a pony. Being human is part of my identity. Becoming a pony was to save my life; the equivalent of putting a cast on a broken leg. And in about a month, the cast comes off.”

She got up off the bench, “So, what? You don’t love me? We’re ‘just friends’?”

That cut him deeply and he rose to meet her at eye level, “Excuse me, but we were ‘just friends’ the entire time we knew each other before you left! Yeah, I didn’t stay to see you ponified. Yeah, I disappeared for a couple of weeks, but do you know where I was those two weeks? I was spending every night in a different bar and hotel in Newark trying to sort myself out. It wasn’t until a bartender cut me off and set me straight that I came out of it.” He let out a deep sigh, “Irene, I couldn’t see you off because I didn’t want my memory of you to change. You were beautiful and I loved you just the way you were. And I know that you’re still the same person but… I- I can’t love a pony. Not yet.”

Irene eyed him critically, her cobalt eyes cold and distant.

“You know, I didn’t think you were that shallow.”

Without even another word, she walked right past him and out of the arboretum.

Michael sat back on the bench and slumped down, beginning to develop a headache.

“Dammit, that could have gone better.”

After sitting in silence for some time, he began hearing the sound of slow trotting and footsteps.

“Michael, there you are!” called Twilight, approaching the bench with the two princesses in tow, “Sorry for taking so long.”

He straightened his posture, “No, it’s fine. So what’s up?”

Twilight smiled, "I have a very special surprise for you!"

An excited grin tore across Michael's face, "A surprise?" He loved surprises and, at this point, any pleasant news was welcome to him.

"Yes, I asked the Princesses if you could teach for the remainder of the semester at Princess Celestia's School for Gifted Unicorns!"

He was shocked, "But- But what would I teach at a school for unicorns? They'd be learning magic, right?"

Celestia stepped forward, "It's true that the curriculum is mostly magic centric, but relying on magic to solve every problem would be foolhardy. I was intrigued by your description of your 'applied mechanics' course, and I feel that your course would be of great benefit to our students. It's true that there's only half a semester left but, if you're willing to... extend your stay with us to six weeks, we would honored if you could teach our pupils until the end of the fall term."

Michael was well and truly stunned. Again, after so long, he could teach. Against his own will, tears began to well up inside of him and slowly rolled down his face.

"Thank you. All of you. Thank you so much. You have no idea how much this means to me," he wiped his face and struggled, but finally managed to stop the tears.

"I, uh," he stammered for a second, "I, um, I just need an assistant during the class."

Twilight beamed, "Already taken care of."

"If you'll have me," Luna offered, "I'm sure I can prove myself as a capable assistant for your class."

Michael smiled broadly as he shook her hoof, "The job is yours!" He looked to Twilight, "What about you? What are you going to be doing during that time?"

She shrugged apathetically, "I'll be here running the bureau until you get back. After that, who knows? Maybe after you get turned back into a human, you can take me to visit your sister and nephew?"

"That sounds like a great idea," he said, smiling warmly at the idea of seeing his nephew again.

“And maybe while you’re there, you can try your hoof at magic again,” offered Twilight, “I mean, I know you’re an earth pony now, but if you could do it as a human-“

“Yeeaah,” Michael emoted, “I’m pretty sure that was just a fluke. I mean, you told me that ponification made you the type of pony you become based on genetic traits; I ended up an earth pony, so I’m probably not supposed to use magic anyway. Besides, I was pretty useless when you tried to teach me back in Ponyville, remember?”

"I wouldn't say 'useless',” she intimated, "I wasn't any better when I tried my first time."

Michael smiled, "Says the private pupil of one of the two most powerful magicians alive."

"It's true that she had an extraordinary amount of raw talent," said Princess Celestia, looking at her pupil, "But that talent needed an equally extraordinary amount of training both by me and at the school before it became what it is today."

"Speaking of which," Michael began, "How's your magic holding up?"

Twilight teleported next to him and gave him a peck on the cheek, "Still going strong.”

Princess Celestia watched the two of them and smiled gently, “So, do you have any more questions?”

Michael looked at Twilight, then the princesses, and smiled broadly.

“When do I start?”

Michael stood nervously at the front of the lecture hall as the thirty or so unicorns began filing in.

He whispered to Luna, "What do you think of our lab coats? A bit much, maybe?”

"They’re a bit restrictive around the wings,” she whispered back, “but I think they look nice. And the pockets are very functional. But I think maybe you should take off the goggles. They look a little-"

"-Stupid?"

"Intimidating."

He took the goggles off, "Nah, they look stupid. Now a fez... that would be cool..."

Once all of the students had taken their seats, Luna sent a syllabus floating to each of them.

Michael took a deep breath.

"Good morning, class. My name is Dr. Frost and for the next six weeks you will leave your world of magic and spells and step firmly into the world of physics…”

Epilogue

Dear Princess Celestia,

Twilight told me that, whenever she would learn an important life lesson, she used to write you a letter. Well, I thought I might write you one myself, even though I’m not sure what the lesson is just yet.

We are currently mid-flight over the Atlantic Ocean en route to Rio de Janeiro to visit my sister, Alexis, her wife, Paige, and their son Sammie.  My nephew, who has always been interested in pony culture, will no doubt have lots of questions for Twilight. He might have also had some questions for me but, as we agreed, my entrance into Equestria as a human and return from ponydom to humanity will stay a secret for now. However, as Twilight and Spike sleep their way through the flight, I find myself wondering what I might tell my brother if he asked me what I could tell him about my experiences over the last two months.

I realize that I would have to start by telling him that, for a long time, I had let my emotions get the better of me, make me bitter, and, as consequence, hold an entire species under suspicion and fear where none was deserved. This is something I regret deeply, as it has always been my goal to be better than that kind of thinking. By extension, I would also tell him that all sentient beings, be they ponies, dragons, or humans, deserve a fair shake and that he shouldn’t judge them by their appearance, no matter how strange or unfamiliar it may be.

Third, (though you might disagree with me slightly on this) don’t be afraid to follow a hunch through a few locked doors; it may lead you to an incredible adventure. On that note, I will take care to ‘forget’ the key to that particular locked door.

Fourth, that sometimes life hands you choices more difficult than any other you’ve ever faced and that you might have to face them alone. In those cases, you should act slowly and cautiously because those decisions may be among the most important ones of your life.

Fifth: Take stock of who you are and what makes you ‘you’, and never let go. Having that one rock in your life means you’ll always have something to lean on, giving you that little extra bit of strength when you’re just barely hanging on.

And sixth, that change is a continual part of our existence. Making the best of that change and continuing to carry on is probably the best way to deal with any kind of change; good or bad. In other words, enjoy life, no matter how things may seem on the surface.

I hope you might find some additional meaning in those individual insights that I’ve gained. If you do, I’d appreciate it if you shared them with me. In the meantime, I’d like to, again, thank you for allowing me to teach at your school. Princess Luna was a wonderful assistant and, as for your students, I think you have some very promising young physicists and engineers in your midst. Perhaps, someday (presumably when Twilight is tired of walking on two legs), I could teach in your halls again.

Until our next encounter, I wish you and your sister the best.

Signed,

Dr. Michael Frost, PhD

Professor of Applied Mechanics

School of Engineering and Applied Science

Princeton University

Adjunct Professor of Applied Mechanics

Princess Celestia’s School for Gifted Unicorns